Ximen Mining Corp. — Capital/Financing Update 2024

Apr 15, 2024

Form 51-102F3 Material Change Report

Item 1 Name and Address of Company

Ximen Mining Corp. (the “Company”) 888 Dunsmuir Street - Suite 888, Vancouver, B.C., V6C 3K4

Item 2 - Date of Material Change

April 15, 2024

Item 3 News Release

A news releases was issued and disseminated on April 15, 2024 and filed on SEDAR (www.sedar.com).

Item 4

Summary of Material Change

April 15, 2024 – Ximen Mining Corp. (TSX.v: XIM) (FRA: 1XMA) (OTCQB: XXMMF) (the “Company” or “Ximen”) announces that it has closed the private placement previously announced on March 28, 2024 for gross proceeds of $500,000. The private placement consisted of 5 million units at a price of $0.10 per unit. Each Unit consists of one common share and one transferable common share purchase warrant. Each whole warrant will entitle the holder to purchase, for a period of 60 months from the date of issue, one additional common share of the Issuer at an exercise price of $0.16 per share

Ximen Mining Corp.

Item 5 Full Description of Material Change

See attached news release at Schedule "A"

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

The following senior officer of the Company is knowledgeable about the material change and this report:

Christopher R. Anderson

Phone: 604-488-3900

Item 9 Date of Report April 15, 2024

Schedule “A”

Ximen Mining Closes Financing

Vancouver, B.C., April 15, 2024 – Ximen Mining Corp . (TSX.v: XIM) (FRA: 1XMA) (OTCQB: XXMMF) (the “Company” or “Ximen”) announces that it has closed the private placement previously announced on March 28, 2024 for gross proceeds of $500,000. The private placement consisted of 5 million units at a price of $0.10 per unit. Each Unit consists of one common share and one transferable common share purchase warrant. Each whole warrant will entitle the holder to purchase, for a period of 60 months from the date of issue, one additional common share of the Issuer at an exercise price of $0.16 per share.

All securities issued in connection with the placement closing will be subject to a hold period expiring on August 12, 2024.

The net proceeds from the Offering will be used by the Company for exploration expenses on the Company’s British Columbia mineral properties and general working capital. The closing of the private placement financing is subject to final TSX-V approval.

The Company paid a cash commission of $3,500 to Glores Securities Inc. and issued 35,000 finder warrants. The finder warrants issued to Glores Securities Inc. have the same terms as the private placement warrants.

Christopher Anderson a director and/or officer of the Company, participated in the Offering constituting a related party transaction pursuant to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the transaction did not exceed 25% of the Company’s market capitalization.

On behalf of the Board of Directors, “Christopher R. Anderson” Christopher R. Anderson, President, CEO and Director 604 488-3900

This press release includes certain statements that may be deemed “forward-looking statements” within the meaning of Canadian securities legislation. All statements in this release, other than statements of historical facts, that address future exploration drilling, exploration activities and events or developments that the Company expects, are forward looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include

exploitation and exploration successes, continued availability of financing, and general economic, market or business conditions. The reader is urged to refer to the Company's reports, publicly available through the Canadian Securities Administrators' System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com for a more complete discussion of such risk factors and their potential effects.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release

Ximen Mining Corp

888 Dunsmuir Street - Suite 888, Vancouver, B.C., V6C 3K4 Tel: 604-488-3900