STRACON — Capital/Financing Update 2026

Apr 10, 2026

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 – Name and Address of Company
STRACON Group Holding Inc. (the “Company”)
65 Queen Street West, Suite 910
Toronto, Ontario, Canada M5H 2M5

Item 2 – Date of Material Change
March 31, 2026

Item 3 – News Release
A news release announcing the material change was disseminated through a recognized newswire service on April 1, 2026 and subsequently filed under the Company’s profile on the System for Electronic Data Analysis and Retrieval + (SEDAR+).

Item 4 – Summary of Material Change
The Company completed the closing of up to US$376 million in non-recourse project financing for the Pérez Caldera infrastructure project in Chile. The financing was arranged by Natixis, Sumitomo Mitsui Banking Corporation (“SMBC”) and Banco de Crédito e Inversiones (“BCI”), and will fund the development, construction, ownership, operation and maintenance of dedicated tailings infrastructure at Anglo American’s Los Bronces copper operation in Chile.

Item 5 – Full Description of Material Change

5.1 Full Description of Material Change
On March 31, 2026, the Company closed up to US$376 million in non-recourse project financing for the Pérez Caldera infrastructure project in Chile (the “Financing”). The Financing was arranged by Natixis, SMBC and BCI.

The Financing comprises up to US$344.8 million in term loans and up to US$31.4 million in debt service reserve letters of credit. The term loans bear interest at compounded daily SOFR plus a margin of 3.00% per annum, with scheduled quarterly amortization commencing October 15, 2027 and final maturity on October 15, 2030. The Financing is structured on a non-recourse basis to the Company, with debt service supported by contracted, inflation-linked project cash flows under the Pérez Caldera build-own-operate-maintain (“BOOM”) contract.

Natixis and SMBC are acting as Joint Lead Arrangers, Joint Bookrunners and Joint Global Coordinators. BCI is acting as Senior Mandated Lead Arranger. SMBC is serving as Administrative Agent.

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The project's capital structure reflects a maximum debt-to-equity ratio of 82.75:17.25, consistent with the Company's stated approach to Infrastructure segment projects in which approximately 75–85% of project costs are financed through non-recourse project debt and the Company contributes the balance as sponsor equity.

About the Pérez Caldera Project

The Pérez Caldera project anchors the Company's Infrastructure segment. Awarded by Anglo American in December 2025, the project involves an integrated engineering, construction, financing and long-term operations and maintenance arrangement for dedicated infrastructure assets required to condition, remove and transport tailings material from the Pérez Caldera Tailings Dam at the Los Bronces operation in Chile.

The project represents a long-duration infrastructure contract with a high-quality global mining counterparty, resulting in increased consolidated backlog and supporting recurring revenue and cash flow visibility over the contract term.

Pérez Caldera represents the culmination of a deliberate strategy initiated with the 2022 launch of the Company's Engineering & Technology segment, which was undertaken with an explicit view toward enabling the Company's entry into long-duration, structured infrastructure delivery. The Infrastructure segment is expected to represent approximately 50% of consolidated EBITDA within the next 18 to 24 months, supporting improved earnings visibility and cash-flow durability.

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

Not applicable.

Item 8 – Executive Officer

For further information, please contact Josh Wardell, Vice President, Investor Relations & Corporate Development, at (416) 553-8443.

Item 9 – Date of Report

April 9, 2026.

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Cautionary Statement on Forward-Looking Information:

This material change report contains forward-looking information within the meaning of applicable Canadian securities laws, including (but not limited to) statements regarding the expected construction timeline and commercial operation of the Pérez Caldera project, the anticipated contribution of the Infrastructure segment to consolidated EBITDA, the expected capital structure and financing terms of future projects, the Company's strategy for infrastructure development, and future cash flow and revenue characteristics. Forward-looking information is based on management's current expectations, estimates and assumptions as of the date of this report and is subject to known and unknown risks and uncertainties that could cause actual results to differ materially, including project execution and construction risks, counterparty credit risk, changes in commodity prices, regulatory and permitting risks, foreign exchange and interest rate fluctuations, and other risks described in the Company's public disclosure documents available on SEDAR+ at www.sedarplus.ca. The Company undertakes no obligation to update forward-looking information except as required by applicable law.