Silverco Mining — M&A Activity 2025

Oct 6, 2025

FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Company

Quetzal Copper Corp. (the “Company” or “Quetzal”)
Suite 1723, 595 Burrard Street
Vancouver, British Columbia
V7X 1J1

1. Date of Material Change

June 25, 2025, August 13, 2025 and October 3, 2025.

1. News Release

News releases disclosing the material changes issued by the Company on June 26, 2025, August 15, 2025 and October 6, 2025 were disseminated through Newsfile Corp. and subsequently filed under the Company’s profile on SEDAR+ at www.sedarplus.ca.

1. Summary of Material Change

On June 26, 2025, the Company announced that it had entered into a binding letter of intent dated June 25, 2025 (the "Binding Letter") with Silverco Mining Corp. ("Silverco"), pursuant to which Quetzal will acquire all of the issued and outstanding shares of Silverco (the "Transaction"). Completion of the Transaction will result in the reverse takeover of Quetzal by Silverco pursuant to the policies of the TSX Venture Exchange (the "TSXV").

On August 15, 2025, the Company announced that it had entered into a definitive amalgamation agreement dated August 13, 2025 (the “Amalgamation Agreement”) with Silverco and a wholly-owned subsidiary of Quetzal, 1552216 B.C. Ltd. (“Quetzal Subco”), in respect of the Transaction, pursuant to which (i) Quetzal Subco will amalgamate with Silverco under the Business Corporations Act (British Columbia) (the “BCBCA”) to form one corporation, and (ii) the securityholders of Silverco will receive securities of Quetzal in exchange for their securities of Silverco at an exchange ratio of 1.88 common shares of Quetzal (the "Quetzal Shares") for each outstanding share of Silverco (subject to adjustments in accordance with the Amalgamation Agreement). Pursuant to the Transaction, Quetzal will issue a total of 31,727,854 Quetzal Shares at a deemed price of $1.60 per share.

On October 6, 2025, the Company announced that it had received conditional acceptance from the TSXV for the Transaction and filed its filing statement (the “Filing Statement”) in respect of the Transaction on SEDAR+. Subject to satisfaction of customary closing conditions, the Transaction is scheduled to close on or about October 16, 2025.

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5.1 Full Description of Material Change

Binding Letter

On June 26, 2025, the Company announced that it had entered the Binding Letter. Completion of the Transaction will result in the reverse takeover of Quetzal by Silverco pursuant to the policies of the TSXV (with the resulting entity being the "Resulting Issuer").

Amalgamation Agreement

On August 15, 2025, the Company announced that it had entered into the Amalgamation Agreement, pursuant to which (i) Quetzal Subco will amalgamate with Silverco under the BCBCA to form one corporation, and (ii) the securityholders of Silverco will receive securities of Quetzal in exchange for their securities of Silverco at an exchange ratio of 1.88 Quetzal Shares for each outstanding share of Silverco (subject to adjustments in accordance with the Amalgamation Agreement). Pursuant to the Transaction, Quetzal will issue a total of 31,727,854 Quetzal Shares at a deemed price of $1.60 per share.

The Amalgamation Agreement was negotiated at arm's length between representatives of Quetzal and Silverco. The board of directors of each of Quetzal and Silverco determined that the Transaction is fair to the shareholders of Quetzal and Silverco, respectively.

Conditional Acceptance and Filing Statement

On October 6, 2025, the Company announced that it had received conditional acceptance from the TSXV for the Transaction and filed its filing statement in respect of the Transaction on SEDAR+. Subject to satisfaction of customary closing conditions, the Transaction is scheduled to close on or about October 16, 2025.

Silverco and Cusi Property

Silverco owns a 100% interest in the 16,073 hectare Cusi Mine Project located in Chihuahua State, Mexico (the "Cusi Property"). It is within the prolific Sierra Madre Occidental gold-silver belt. There is an existing 1,200 ton per day mill with permitted tailings capacity at the Cusi Property.

The Cusi Property is a permitted, past-producing underground silver-lead-zinc-gold project approximately 135 kilometers west of Chihuahua City. The Cusi Property boasts excellent infrastructure, including paved highway access and a 33 kV connection to the national power grid.

The Cusi Property hosts multiple historical Ag-Au-Pb-Zn producing mines each developed along multiple vein structures. The Cusi Property hosts several significant exploration targets, including the extension of a newly identified downthrown mineralized geological block and additional potential through claim consolidation.

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Transaction

As part of the Transaction, and subject to any required shareholder and regulatory approvals, Quetzal will: (i) change its name to "Silverco Mining Ltd." or such other name as may be requested by Silverco; (ii) reconstitute the board of directors and management of the Resulting Issuer; (iii) adopt a new equity compensation plan; and (iv) consolidate the Quetzal Shares on a 100:1 basis (the "Consolidation").

The Resulting Issuer will continue to be listed on the TSXV as Tier 2 mining issuer under the new trading symbol "SICO".

The completion of the Transaction is subject to the satisfaction of various conditions, including but not limited to satisfactory completion of due diligence by Quetzal and Silverco, the approval of the Transaction by the Quetzal shareholders, the approval of the listing of the common shares of the Resulting Issuer on the TSXV, and other conditions customary for a transaction of this nature. The Transaction cannot close until the required approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

In connection with closing of the Transaction, Quetzal will sell, transfer or otherwise dispose of all of its existing mineral properties and associated obligations, with the purchaser indemnifying Quetzal against any pre-existing liabilities associated with such properties.

Proposed Management Team and Board of Directors of the Resulting Issuer

The board of directors of the Resulting Issuer is expected to include Mark Ayranto, Gary Brown, Tim Sorensen and Gregg Bush.

Management of the Resulting Issuer is expected to include Mark Ayranto (President, Chief Executive Officer and Director), Sean Fallis (Chief Financial Officer and Corporate Secretary) and Nico Harvey (Vice President Project Development).

The following are biographies of the currently proposed directors and senior officers of the Resulting Issuer:

Mark Ayranto, President, Chief Executive Officer and Director

Mark Ayranto is an accomplished mining executive with a demonstrated history of success in building and leading high-performing mining organizations. With deep experience spanning exploration, mine development, finance, and operations, Mark is uniquely positioned to drive growth and value creation at Silverco. As Chief Operating Officer at Victoria Gold, he was instrumental in advancing the Eagle Gold Mine from exploration through construction and operations, contributing to a dramatic increase in market capitalization from $8 million to over $1 billion at its peak. This team accomplishment was

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recognized with the AME's 2021 EA Scholz Award for excellence in mine development, of which Mr. Ayranto was a key member. Mark is the founder and former chair of Banyan Gold. He also served as President of the Yukon Chamber of Mines and Chair of the Yukon Mineral Advisory Board. He holds degrees from Dalhousie and Royal Roads University.

Sean Fallis, Chief Financial Officer and Corporate Secretary

Mr. Fallis has over 20 years of finance experience including more than ten years with public mining companies whose principal assets were in Latin America. He was recently part of the team tasked with turning around the performance of Sierra Wireless, Inc., which resulted in the sale of Sierra Wireless to Semtech Corporation for $1.8 billion. In addition to core finance functions, Mr. Fallis has led functions including corporate development, investor relations, information technology and global facilities. Mr. Fallis holds the Chartered Professional Accountant designation and has a Bachelor of Science in Computer Science from Simon Fraser University.

Nico Harvey, Vice President Project Development

Nico Harvey is an accomplished mining engineer with over a decade of operational and technical expertise in the mining industry. As Vice President Project Development, Mr. Harvey leads the advancement and development of Silverco's full project portfolio. Holding a Mining Engineering degree from the University of British Columbia, he has extensive experience in gold, copper, and coal operations, spanning large-scale open pit and underground environments. Having progressed through increasingly senior technical and operational roles, Nico has a proven track record in optimizing operational performance, performing due diligence evaluations, delivering technical projects, and promoting sustainable development.

Gary Brown, Director

Mr. Brown brings over 35 years of experience as a finance professional, most recently as the Chief Financial Officer of Wheaton Precious Metals Corp. ("Wheaton"), a position he held for almost 17 years prior to his retirement on March 31, 2025. At Wheaton, Mr. Brown played an integral role in the company's financial growth, strategic direction, and risk management, all contributing to Wheaton's industry-leading success in the precious metal streaming business. Prior to Wheaton, Mr. Brown held senior financial roles at Westcoast Energy Inc., CAE Inc., Creo Inc., and TIR Systems Ltd. and holds professional designations as both a Chartered Professional Accountant and a Chartered Financial Analyst, having earned a Masters Degree in Accounting at the University of Waterloo.

Tim Sorenson, Director

Tim Sorensen brings over 25 years of experience in institutional equity sales with a specialized focus on the mining sector. Over the course of his career, he has played a direct role in raising more than $5 billion in capital for mining companies, supporting exploration, development, and production-stage projects worldwide. He currently serves as CEO of

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TSCG Capital, a mining-focused merchant bank providing strategic advisory and financing solutions to resource companies. In addition, he is Managing Partner at Velocity Capital Partners, a subsidiary of Velocity Trade Capital which is an independent fx, commodity and equity brokerage firm headquartered in Toronto. Mr. Sorensen is recognized for his deep industry relationships, capital markets expertise, and strategic insight into mining trends, making him a valuable asset to the board and a trusted advisor within the mining investment community.

Gregg Bush, Director

Gregg Bush is a Metallurgical Engineer with more than 40 years of experience in feasibility, mine development, operations, international M&A, permitting, alternative infrastructure projects supporting mine development and project engineering. He is fluent in Spanish and has experience in operations based in Chile, the US, Mexico and Canada. Gregg has held positions as Chief Operating Officer for Capstone Mining, where he oversaw operating and organic growth projects for the corporation, and as COO of Minefinders, where he was responsible for the construction and commissioning of the Dolores project in Chihuahua. Prior to joining Minefinders, Gregg spent 17 years with Placer Dome and Barrick in North and South America. Mr. Bush started his career as a metallurgist with Chino Mines Company, a Division of Kennecott Copper. He holds a Bachelor of Science in Metallurgical Engineering from the University of Texas at El Paso.

Bridge Loan

In addition, Quetzal entered into a $500,000 debt financing arrangement ("Bridge Loan Financing") with two arms-length third parties. Proceeds from the Bridge Loan Financing will be used for general working capital purposes and for closing and other costs related to the Transaction. Prior to closing of the Transaction, settlement of the Bridge Loan Financing will be made in Quetzal Shares at a deemed price equal to $1.60 (on a post-Consolidation basis).

5.2 Disclosure for Restructuring Transactions

Not Applicable.

1. Reliance on Section 7.1(2) of National Instrument 51-102

Not Applicable.

1. Omitted Information

Not Applicable.

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8. Executive Officer

The name and business number of the executive officer of the Company who is knowledgeable about the material change and this report is:

Matthew Badiali, Chief Executive Officer
Tel: (888) 227-6821

9. Date of Report

October 6, 2025.