Silverco Mining — Regulatory Filings 2023

Mar 2, 2023

MATERIAL CHANGE REPORT FORM 51-102F3

Item 1. Item 2. Item 3. Item 4.

Name and Address Ankh Capital Inc. (“Ankh” or the “Company”) 1040 West Georgia Street, Suite 1500 Vancouver, British Columbia V6E 4H1 Date of Material Change February 22, 2023 News Release The news release describing the material change was disseminated on March 1, 2023 through Accesswire and filed on SEDAR. Summary of Material Change The Company announced that it has entered into a binding letter of intent (“LOI”) dated February 22, 2023, to enter into a business combination (the “Transaction”) with Quetzal Copper Limited (“Quetzal Copper”). It is expected that upon completion of the Transaction, the combined entity (the “Resulting Issuer”) will meet the listing requirements for a Tier 2 Mining issuer under the policies of the TSX Venture Exchange (the “TSXV”).

The Transaction is expected to be completed by way of a three-cornered amalgamation, share purchase, share exchange or alternate transaction to be determined with input from the legal and tax advisors to each of Ankh and Quetzal, which will result in Quetzal becoming a wholly-owned subsidiary of Ankh.

Trading in Ankh Common Shares on the TSXV will remain halted in compliance with the policies of the TSXV in connection with the announcement of the Transaction, and is expected to remain halted pending the review of the Transaction by the TSXV, and satisfaction of the conditions of the TSXV for resumption of trading. It is not expected that trading in the Ankh Common Shares will resume prior to the Closing.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

The Company announced that it has entered into a binding letter of intent (“LOI”) dated February 22, 2023, to enter into a business combination (the “Transaction”) with Quetzal Copper Limited (“Quetzal Copper”). It is expected that upon completion of the Transaction, the combined entity (the “Resulting Issuer”) will meet the listing requirements for a Tier 2 Mining issuer under the policies of the TSX Venture Exchange (the “TSXV”).

The Transaction is expected to be completed by way of a three-cornered amalgamation, share purchase, share exchange or alternate transaction to be determined with input from

the legal and tax advisors to each of Ankh and Quetzal, which will result in Quetzal becoming a wholly-owned subsidiary of Ankh.

Upon the satisfaction or waiver of the conditions set out in the definitive transaction agreement to be entered into by Ankh and Quetzal (the “Definitive Agreement”), the following, among other things, will be completed in connection with the Transaction:

• Ankh will consolidate (the “Consolidation”) all of the then issued and outstanding Ankh Common Shares on the basis of one post-Consolidation Ankh Common Share for each previously outstanding two Ankh Common Shares and each Ankh Option and Ankh Warrant will be adjusted in accordance with their respective terms to account for the Consolidation;

• Quetzal will subdivide (the “Subdivision”) all of the then issued and outstanding Quetzal Common Shares on the basis of three post-Subdivision Quetzal Common Shares for each previously outstanding Quetzal Shares and each Quetzal Option will be adjusted in accordance with its terms to account for the Subdivision;

• the holders of Quetzal Common Shares, as adjusted for by the Subdivision, will receive one common share of the Resulting Issuer (on a post-Consolidation basis) in exchange for their Quetzal Common Shares, at a ratio to be determined based on a valuation of Quetzal determined in connection with the Private Placement (as defined below) in the context of the market (the “Exchange Ratio”);

• all outstanding Quetzal Options, as adjusted for by the Subdivision, will be replaced with equivalent convertible or exchangeable securities of the Resulting Issuer entitling the holders thereof to acquire common shares of the Resulting Issuer in lieu of Quetzal Common Shares adjusted to reflect the Exchange Ratio, and otherwise bearing the same terms of the securities they replace;

• the management and board of directors of the Resulting Issuer will be determined by Quetzal and announced in further press releases; and

• Ankh will change its name to such name as determined by Quetzal in its sole discretion, in compliance with applicable law and as may be acceptable to the TSXV.

The Transaction is not expected to constitute a Non-Arm’s Length Qualifying Transaction or a related party transaction pursuant to the policies of the TSXV.

Private Placement Financing

In connection with and as a condition to the Transaction, Quetzal intends to complete an equity financing of Quetzal Common Shares for minimum gross proceeds of $3,000,000 (the “Private Placement”). It is expected that the issue price per Quetzal Common Share will be a minimum of $0.20 (as adjusted for the Subdivision). The Quetzal Common Shares are expected to be sold to “accredited investors” and other exempt parties pursuant to exemptions from prospectus requirements under Canadian securities laws.

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The Private Placement is intended to be completed prior to or concurrently with closing of the Transaction. The net proceeds of the Private Placement will be used for exploration and development of the Resulting Issuer’s properties and working capital and general corporate purposes.

The ultimate structuring of the Private Placement is subject to receipt of tax, securities law and corporate law advice. The parties agree that if the Private Placement is completed at a price of less than $0.20 (as adjusted for the Subdivision), then the applicable consolidation ratio of the Consolidation will be adjusted accordingly.

Conditions of the Transaction

Completion of the Transaction is subject to the satisfaction of customary closing conditions, including: (i) the satisfactory completion of due diligence by each of Ankh and Quetzal; (ii) receipt of all required approvals and consents relating to the Transaction, including without limitation any approvals of the shareholders of Ankh and Quetzal (which is not currently anticipated to be required), as required by the TSXV and under applicable corporate or securities laws; (iii) completion of the Private Placement; and (iv) the TSXV’s approval for listing the shares of the Resulting Issuer.

Finder’s Fee

In connection with the Transaction, Ankh has agreed to pay a finder’s fee to PI Financial Corp. (the “Finder”), an arm’s length party to Ankh. Ankh has agreed to issue the Finder Ankh Common Shares equal to 1% of the shares issued upon closing of the Transaction to the current shareholders of Quetzal, subject to the approval by the TSXV.

Bridge Loan

Ankh has agreed to, subject to all regulatory approvals, lend Quetzal $200,000 by way of a secured bridge loan (the “Bridge Loan”) at an annual interest rate of 8%. The Bridge Loan will be forgiven by Ankh upon completion of the Transaction. The Bridge Loan will be repayable within six months of termination of the Definitive Agreement in accordance with its terms. Final terms of the Bridge Loan will be set out in a definitive loan agreement and related security documentation, which will contain such terms as are customary in comparable transactions. The Bridge Loan is subject to the approval of the TSXV and will be advanced in accordance with the policies of the TSXV.

The Bridge Loan will be used by Quetzal for working capital and general corporate purposes.

Sponsorship of Transaction

The Transaction will be subject to the sponsorship requirements of the TSXV unless a waiver or exemption from the sponsorship requirement is available. If required, a sponsor will be identified at a later date and will be announced in a subsequent news release. Ankh intends to apply for a waiver of the sponsorship requirement in connection with the Transaction.

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Trading Halt

Trading in Ankh Common Shares on the TSXV will remain halted in compliance with the policies of the TSXV in connection with the announcement of the Transaction, and is expected to remain halted pending the review of the Transaction by the TSXV, and satisfaction of the conditions of the TSXV for resumption of trading. It is not expected that trading in the Ankh Common Shares will resume prior to the Closing.

5.2 Disclosure for Restructuring Transactions

Not applicable.

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

Not applicable.

Item 7. Omitted Information

No information has been omitted in respect of this material change.

Item 8. Executive Officer

The following executive officer of the Company is knowledgeable about the material change disclosed in this report and may be contacted as follows:

Roger Milad, CEO and CFO Telephone: (604)690-2680

Item 9. Date of Report

March 2, 2023.

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