Serra Energy Metals Corp. — M&A Activity 2025

Sep 27, 2025

Form 51-102F3
Material Change Report

Item 1. Name and Address of Company
Serra Energy Metals Corp. (the “Company” or “Serra”)
907 – 1030 West Georgia Street
Vancouver, BC V6E 2Y3

Item 2. Date of Material Change
September 25, 2025

Item 3. News Release
News release was issued by the Company via Stockwatch on September 25, 2025 and filed on SEDAR+.

Item 4. Summary of Material Change
On September 25, 2025, the Company announced that the Company has entered into an arrangement agreement dated September 25, 2025 (the “Arrangement Agreement”), pursuant to which the Company will spin out its Australian subsidiary, E79 Resources Pty Ltd. (“E79”), which holds the Beaufort and Myrtleford properties and is the sole owner of E79 Services Pty Ltd., along with its equity interests in Advance Metals Limited (ASX: AVM) (“AVM”) and any cash derived from the sale of such interests, to Serra shareholders (the “Spin-Out”) through 1548043 B.C. Ltd., a wholly owned subsidiary of the Company (“Spinco”). The Company’s agreement with AVM as it relates to the Beaufort and Myrtleford properties (see Serra news release December 18, 2024) will also be assigned from Serra to Spinco.

The Spin-Out is a condition precedent to the closing of the transaction (the “ROV Transaction”) with ROV Investment Partners Corp. (“ROV”), as previously announced by the Company on May 1, 2025. The ROV Transaction is expected to close immediately following the Spin-Out and will constitute a “Fundamental Change” of the Company, as defined by the policies of the Canadian Securities Exchange (the “CSE”). Upon completion, the ROV Transaction will result in a reverse takeover of the Company by the shareholders of ROV and such entity following closing of the Spin-Out and the ROV Transaction, is referred to herein as the “Resulting Issuer”. The Resulting Issuer’s primary business will be that of UBERDOC, Inc. (“UBERDOC”), a U.S.-based wholly owned subsidiary of ROV, which operates a digital platform that facilitates direct-pay access to medical professionals. The ROV Transaction is pursuant to an amalgamation agreement entered into among the Company, ROV and 1536702 B.C. Ltd dated May 1, 2025 (the “Amalgamation Agreement”). For more information on the ROV Transaction, please see the Company’s news release dated May 1, 2025.

The Amalgamation Agreement has been amended pursuant to a letter agreement entered into among the Company, ROV and 1536702 B.C. Ltd (the “Letter Agreement”). Among other things, the Letter Agreement acknowledges and

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incorporates amendments to recognize the effect of the increase to the financing contemplated by ROV, which was originally anticipated to be $1,000,000, but is now expected to be higher. Any such details of a larger ROV financing will be announced, if and when confirmed. The Letter Agreement provides for a pre-financing ratio that will result in 12.3% of the Resulting Issuer's shares being held by the existing Serra shareholders and 87.7% of the Resulting Issuer's shares being held by ROV shareholders on the closing of the ROV Transaction. Prior to the Letter Agreement, the Amalgamation Agreement exchange ratio contemplated 11.8% of the Resulting Issuer's shares being held by shareholders of the Company and 88.2% of the Resulting Issuer's shares being held by ROV shareholders (which included giving effect to a $1,000,000 ROV financing as described in the May 1, 2025 news release). The Company has also advanced to ROV an additional $280,000 bridge loan, on the same terms as the earlier $500,000 bridge loan announced in the May 1, 2025 news release.

The Spin-Out and the ROV Transaction will provide investors with an ownership stake in two separate specialized companies. Following closing of the ROV Transaction, Serra will focus on the business of UBERDOC, while Spinco will focus on, along with its agreement with AVM, advancing the Beaufort property, and will hold AVM shares. AVM is an ASX-listed issuer. Spinco expects that the AVM shares may be sold for working capital purposes of Spinco. The Beaufort property is located in Southwest Victoria, approximately 145 km west of Melbourne and 48 km west of Ballarat, and encompasses approximately 120 km2.

Internal Reorganization

The Spin-Out will be completed as part of a strategic reorganization to unlock value in Serra's properties. The Spin-Out will proceed by way of a statutory plan of arrangement (the "Arrangement") pursuant to the Business Corporations Act (British Columbia). Common shares of Spinco (the "Spinco Shares") will be distributed to shareholders of Serra in proportion to their shareholdings of Serra, based on the ratio described herein.

Before the Arrangement, Serra will complete an internal reorganization, pursuant to which the following will occur: (i) Serra will transfer its shares of E79 and AVM to Spinco in exchange for Spinco Shares; and (ii) Serra may subscribe for further Spinco Shares for cash. On closing of the Arrangement, Spinco will by operation of law, operate as a reporting issuer in British Columbia, Alberta and Ontario. There is no current plan to list the Spinco Shares on a public stock exchange.

Completion of the proposed Arrangement will be subject to approval of the Serra shareholders by a two-thirds majority, and the approvals of the Supreme Court of British Columbia and CSE.

The Arrangement Agreement

To effect the Spin-Out, Serra has executed the Arrangement Agreement whereby the business of Serra will be reorganized into two companies. In connection with the Arrangement, Serra will apply for an interim order from the Supreme Court of British

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Columbia authorizing the Company to call a shareholder meeting to approve the Arrangement.

The Arrangement involves, among other things, the distribution of Spinco Shares to the Serra shareholders such that each shareholder will receive, for every common share of Serra (each, a "Serra Share") held at closing on the day before the effective date of the Arrangement, one New Serra Share (as defined below) and 0.5 of a Spinco Share. A newly created class of common shares of Serra (each, a "New Serra Share") will be issued in accordance with the Arrangement. The New Serra Shares will have terms and special rights and restrictions identical to those of the Serra Shares immediately prior to the effective time of the Arrangement.

Upon completion of the internal reorganization described herein and the Arrangement, which is expected to occur by the end of 2025, Spinco will: (i) own all of the issued and outstanding shares in E79 (through which Serra holds its interests in the Beaufort and Myrtleford properties); (ii) hold equity interests in AVM (for investment purposes and sale as deemed advisable); and (iii) be owned by the Spinco shareholders who owned Serra Shares immediately prior to the Spin-Out.

The Arrangement will be described in more detail in the information circular ("Circular") that is expected to be mailed to Serra's shareholders around October 3, 2025, for the Company's annual general and special meeting of shareholders scheduled for November 3, 2025, at which the shareholders of the Company will vote on the Arrangement and the ROV Transaction, as well as usual AGM items. The Circular will contain detailed information about Spinco.

After closing of the Arrangement, the New Serra Shares will continue trading on the CSE in Canada. Spinco Shares will not be listed on any stock exchange after completion of the Arrangement, but Spinco will be a reporting issuer in British Columbia, Alberta and Ontario and will comply with its continuous disclosure obligations under applicable Canadian securities laws. Following the closing of the Arrangement, the ROV Transaction is expected to close, with the Resulting Issuer common shares being the New Serra Shares resulting from the closing of the Arrangement.

Item 5. Full Description of Material Change
See item 4

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

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Vince Sorace
Chief Executive Officer
Phone: (778) 373-3749
E-mail: vsorace@v1.ca

Item 9. Date of Report
September 26, 2025