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UraniumX Discovery Corp. Capital/Financing Update 2025

Nov 15, 2025

48376_rns_2025-11-14_23ae7267-1ae2-4806-ad10-5f28b1ea1c39.pdf

Capital/Financing Update

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FORM 51-102F3
MATERIAL CHANGE REPORT

  1. Name and Address of Company:
    Stearman Resources Inc.
    Suite 170-422 Richards Street
    Vancouver, British Columbia, V6B 2Z4

  2. Date of Material Change:
    November 14, 2025

  3. News Release:
    The news release with respect to the material change was disseminated through The NewsWire on November 14, 2025 and filed on the SEDAR+ website at www.sedarplus.ca.

  4. Summary of Material Change:
    The Company announced that it has closed the first tranche of its previously announced private placement for an aggregate total of 10,000,000 non-flow-through units (“NFT Units”) at a price of $0.15 per NFT Unit for gross proceeds of $1,500,000.

  5. Full Description of Material Change:

5.1 Full Description of Material Change

The Company announced that it has closed the first tranche (the “First Tranche”) of its previously announced non-brokered private placement (the “Offering”). Under the First Tranche, the Company issued an aggregate of 10,000,000 non-flow-through units (“NFT Units”) at a price of $0.15 per NFT Unit for gross proceeds of $1,500,000.

Each NFT Unit consists of one common share (a “Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to acquire one Share at a price of $0.30 for a period of twenty-four (24) months from the date of issuance.

The securities issued under the First Tranche are subject to a statutory hold period of four (4) months and one (1) day from the date of issuance in accordance with applicable securities laws.

In connection with the First Tranche, the Company paid aggregate cash finder’s fees totaling $49,500, further finder’s fees of $12,500 paid by the issuance of 81,000 finder’s shares at $0.15 each, and 411,000 non-transferable finder’s warrants (the “Finder’s


Warrants”). Each Finder’s Warrant entitles the holder to acquire one Share at a price of $0.30 for a period of twenty-four (24) months from the date of issuance.

The net proceeds from the First Tranche will be used for general working capital and corporate purposes.

5.2 Disclosure of Restructuring Transactions

Not applicable.

6. Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102 Continuous Disclosure Obligations:

Not Applicable

7. Omitted Information:

Not Applicable

8. Executive Officer:

Lester Esteban, Chief Executive Officer
Telephone: (639) 998-9007
Email: [email protected]

9. Date of Report:

November 14, 2025