Slam Exploration Ltd. — Capital/Financing Update 2024

Dec 19, 2024

FORM 51-102F3
MATERIAL CHANGE REPORT

ITEM 1 — Name and Address of Company

SLAM Exploration Ltd. (the “Company”)
295 Hutchison Drive
Miramichi, NB E1V 6C7

ITEM 2 — Date of Material Change

December 18, 2024

ITEM 3 — News Release

A news release with respect to the material change referred to in this report was disseminated December 18, 2024 through The Newswire and filed on SEDAR+.

ITEM 4 — Summary of Material Change

The Company has closed a non-brokered flow-through private placement of 3,733,333 flow-through units (the “FT Units”) for gross proceeds of $168,000.

ITEM 5 — Full Description of Material Change

The Company closed a private placement and has issued 3,733,333 FT Units at a price of $0.045 per FT Unit for gross proceeds of $168,000. Each FT Unit will be comprised of one common share of the Company issued on a “flow-through” basis and one-half common share purchase warrant (with two such half common share purchase warrants being each a “Warrant”) issued on a “non-flow-through” basis. Each Warrant will entitle the holder thereof to acquire one non-flow-through common share at a price of $0.05 for a period of 24 months from the date of closing.

The FT Units are subject to a four-month and one day hold period that expires on April 19, 2025.

Proceeds received from the FT Units will be used for exploration activities on the Company’s Goodwin copper-nickel critical element project in New Brunswick.

Insider Participation: One Company insider participated in the Private Placement and subscribed for a total of 300,000 FT Units. The participation by such insider is a “related-party transaction” within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the placement as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25% of the Company’s market capitalization (as determined under MI 61-101).

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities 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 U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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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

Mike Taylor, President and Chief Executive Officer, Tel: 506-623-8960

ITEM 9 — Date of Report

December 18, 2024