Vortex Metals Inc. — Capital/Financing Update 2026

Apr 18, 2026

FORM 51-102F3
MATERIAL CHANGE REPORT

ITEM 1. NAME AND ADDRESS OF COMPANY
Vortex Metals Inc. (the "Company")
1500 – 409 Granville Street
Vancouver, BC V6T 1T2

ITEM 2. DATE OF MATERIAL CHANGE
April 8, 2026

ITEM 3. NEWS RELEASE
Issued on April 8, 2026, through Newsfile Corp. and subsequently filed on SEDAR+.

ITEM 4. SUMMARY OF MATERIAL CHANGE
The Company closed its previously announced non-brokered private placement (the "Offering") for gross proceeds of $474,900 comprising of 9,498,000 units (each, a "Unit") at a price of $0.05 per Unit.

ITEM 5.1 FULL DESCRIPTION OF MATERIAL CHANGE
The Company closed its Offering for gross proceeds of $474,900 comprising of 9,498,000 Units at a price of $0.05 per Unit.

Each Unit consists of one common share in the capital of the Company (a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable into one Common Share at a price of $0.06 per Warrant for a period of three years from the date of issuance, subject to adjustment in certain events. The expiry date of the Warrants is subject to acceleration such that, if after 12 months from the date of issuance, the closing price of the Common Shares on any Canadian stock exchange equals or exceeds $0.20 for 10 consecutive trading days, the Issuer, within 15 business days of such event, shall be entitled to accelerate the expiry date of the Warrants to a date that is 30 calendar days from the date that notice of such acceleration is given via news release by the Issuer (the "Accelerated Exercise Period"), with the new expiry date specified in such news release; any unexercised Warrants shall automatically expire at the end of the Accelerated Exercise Period (the "Acceleration Provision").

In connection with the Offering, the Company paid cash commissions of $15,600 to certain finders and issued 312,000 non-transferable finder's warrants (the "Finder's Warrants"). Each Finder's Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.06 per Common Share for a period of 36 months from the date of issuance, subject to the Acceleration Provision.

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The Company intends to use the gross proceeds of the Offering for exploration activities at the Company's Illapel Copper-Silver Project in Chile and for general working capital purposes.

All securities issued with respect to the Offering are subject to a hold period expiring on August 8, 2026, in addition to such other restrictions as may apply under applicable securities laws. The Offering remains subject to final acceptance from the TSX Venture Exchange (the "TSXV").

In connection with the closing, insiders of the Company subscribed for a total of 2,000,000 Units, for a subscription price of $100,000, under the Offering (the "Insider Participation"). The Insider Participation constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company has relied on the 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), respectively, in respect of the Insider Participation as the fair market value of the Units issued to insiders in connection with the Offering does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.

None of the securities sold under the Offering have been and will not be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.

ITEM 5.2 DISCLOSURE FOR RESTRUCTURING TRANSACTION

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

Vikas Ranjan
President
Tel. 416.605.7024
Email: vranjan@vortexmetals.ca

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ITEM 9. DATE OF REPORT

April 17, 2026

Cautionary and Forward-Looking Statements

This material change report includes statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this material change report and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the intended use of proceeds raised under the Offering and the receipt of final regulatory approvals from the TSXV.

These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, that the Company will not receive the required regulatory approvals or approvals from the TSXV in connection with the Offering and that the Company will not use the proceeds of the Offering as currently anticipated.

In making the forward-looking statements in this material change report, the Company has applied several material assumptions, including without limitation, that the Company will use the proceeds of the Offering as currently anticipated and that the Company will receive approvals from the TSXV in connection with the Offering. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws.