Walker Lane Resources Ltd. — Capital/Financing Update 2024

Jul 2, 2024

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

CMC Metals Ltd. (“ CMB ” or the “ Company ”) Suite 1000, 409 Granville Street, Vancouver, BC, V6C 1T2

Item 2. Date of Material Change

June 26, 2024

Item 3. News Release

A news release was disseminated on July 2, 2024, and subsequently filed under the Company’s profile on SEDAR.

Item 4. Summary of Material Change

On July 2, 2024, the Company announced that, having received TSX Venture Exchange approval, they have closed Tranche 1 of the financing previously announced April 29, 2024 and June 14, 2024.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

The Company announced the closing of Tranche 1 of the Private Placement raising gross proceeds of an aggregate of $137,375 and has issued 1,000,000 flow-through (FT) units at $0.04 and 2,782,143 non-flow-through (NFT) units at $0.035.

Each NFT Unit is composed of one common share and one common share purchase warrant (each whole warrant, a “ NFT Warrant ”). Each FT Unit is composed of one common share and one-half common share purchase warrant (each whole warrant, a “ FT Warrant ”), each NFT Warrant, and each FT Warrant are exercisable for two (2) years at $0.07 per common share.

The Company has paid eligible finders cash commissions in the total amount of $157.50 and issued to such finders 4,500 nontransferrable common share purchase warrants (the “ Finder’s Warrants ”), each Finder’s Warrant to entitle the holder to purchase one common share at a price of $0.07 exercisable for two (2) years from the date of issuance.

The Company intends to use the proceeds from the sale of FT Units to incur "Canadian exploration expenses" and "flow through mining expenditures" as these terms are defined in the Income Tax Act (Canada) and, in particular, the Company’s exploration program at its Silverknife, Amy and Silver Hart Properties in the Rancheria Silver District, (Yukon/British Columbia), potentially limited activities at Logjam (Yukon) and Bridal Veil (Newfoundland and Labrador). Such proceeds will be renounced to the subscribers with an effective date not later than December 31, 2024, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of FT Units. The Company intends to use the net proceeds from the sale of NFT Units for general working capital.

One insider of the Company subscribed for an aggregate of 1,600,000 Units, composed of 600,000 NFT Units and 1,000,000 FT Units. Such participation was considered to be a "related party transaction" as this term is defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions (“ MI 61-101 ”). The Company relied on the exemption from valuation requirement and minority approval pursuant to subsection 5.5(a) and 5.7(a) of MI 61-101, respectively, for the insider participation in the Offering, as the securities do not represent more than 25% of the Company’s market capitalization, as determined in accordance with MI 61-101.

All securities issued pursuant to the financing will be subject to a four-month hold.

5.2 Disclosure for Restructuring Transactions

Not applicable.

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

Not applicable.

Item 7. Omitted Information

There is no information of a material nature that has been omitted.

Item 8. Executive Officer

For further information, please contact Kevin Brewer, Chief Executive Officer at (604) 602-0001.

Item 9. Date of Report

July 2, 2024