Rex Resources Corp. — Capital/Financing Update 2024

May 6, 2024

Form 51-102F3 Material Change Report

Item 1: Name and Address of Company

Rex Resources Corp. (the “ Company ”) Suite 1570, 505 Burrard Street Vancouver, BC V7X 1M5

Item 2: Date of Material Change

April 25, 2024

Item 3: News Release

A news release announcing the material change was issued and disseminated on April 25, 2024 and filed on SEDAR+.

Item 4: Summary of Material Change

On April 25, 2024, the Company closed a non-brokered private placement of 5,150,000 units (each, a “ Unit ”) at a price of $0.05 per Unit for gross proceeds of $257,500. Each Unit consists of one common share in the capital of the Company (each, a “ Share ”) and one-half of one (1/2) common share purchase warrant (each whole warrant, a “ Warrant ”). Each Warrant entitles the holder thereof to acquire one Share at a price of $0.075 per Share for a period of 24 months.

Item 5: Full Description of Material Change

Please refer to the news release attached hereto as Schedule “A”.

Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7: Omitted Information

Not applicable.

Item 8: Executive Officer

Anthony Zelen, CFO/Director Telephone: (778) 338-5258 Email: anthonyzelen88@gmail.com

Item 9: Date of Report

May 3, 2024

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SCHEDULE “A”

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Not for distribution to United States newswire services or for dissemination in the United States

REX RESOURCES CORP.

Suite 1570, 505 Burrard Street Vancouver, BC V7X 1M5

April 25, 2024

TSX-V: OWN

Rex Resources Announces Closing of Private Placement

Vancouver, B.C. – Rex Resources Corp. ( TSX-V: OWN ) (“ Rex ” or the “ Company ”) is pleased to confirm the closing of the Company’s previously announced non-brokered private placement (the “ Private Placement ”) of units (each, a “ Unit ”). On April 25, 2024, the Company issued 5,150,000 Units at a price of $0.05 per Unit for gross proceeds of $257,500, with each Unit consisting of one common share in the capital of the Company (each, a “ Share ”) and one-half of one (1/2) common share purchase warrant (each whole warrant, a “ Warrant ”). Each Warrant entitles the holder thereof to acquire one Share at a price of $0.075 per Share for a period of 24 months.

Certain insiders of the Company subscribed for $50,000 worth of the Private Placement, or 1,000,000 Units. Each of these transactions constituted a “related party transaction” as that term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). The Company is relying on exemptions from the formal valuation and minority approval requirements under MI 61-101, and in particular, Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the transactions is not more than the 25% of the Company’s market capitalization.

In connection with the Private Placement, the Company paid an aggregate of $9,200 in cash finder’s fees to two arm’s length parties, being Canaccord Genuity Corp. (as to $2,400) and Research Capital Corporation (as to $6,800). The Private Placement remains subject to the approval of the TSX Venture Exchange.

All securities issued in connection with the Private Placement are subject to a hold period of four months and one day in accordance with applicable securities laws.

The Company plans to use the net proceeds from the Private Placement for general working capital purposes.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities referenced herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.

About Rex Resources Corp.

Rex is a mineral exploration company focused on the acquisition, exploration and development of mineral resource properties. Rex owns an undivided 100% interest in eight contiguous mineral claims located near Port Alberni, British Columbia, generally known as the Rex Property.

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ON BEHALF OF THE BOARD OF DIRECTORS

Anthony Zelen, Director (778) 338-5258 anthonyzelen88@gmail.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Information

This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forwardlooking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations (including negative and grammatical variations) of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.

Forward-looking information in this news release may include, without limitation, statements relating to the Private Placement and the use of proceeds therefrom, the potential of the Rex Property, regulatory approvals, and future news releases and disclosure.

These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks regarding the mining industry, commodity prices, market conditions, general economic factors, management’s ability to manage and to operate the business, and explore and develop the projects of Rex, and the equity markets generally. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of Rex may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although Rex believes that the expectations reflected in forward looking statements are reasonable, the Company can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, Rex disclaims any intention and assume no obligation to update or revise any forwardlooking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.