A news release with respect to the material changes referred to in this report was

FORM 51-102F3 MATERIAL CHANGE REPORT

ITEM 1. NAME AND ADDRESS OF COMPANY

Benz Mining Corp. (the “Company”)

Suite 2501 – 550 Burrard Street Vancouver, BC V6C 2B5

ITEM 2. DATE OF MATERIAL CHANGE

November 4, 2024 and November 13, 2024

ITEM 3. NEWS RELEASES

A news release with respect to the material changes referred to in this report was disseminated by the Company on November 5, 2024 and November 13, 2024 through the facilities of Newsfile Corp., and subsequently filed on SEDAR+ on November 5, 2024 and November 13, 2024, respectively.

ITEM 4. SUMMARY OF MATERIAL CHANGE

On November 4, 2024, the Company entered into a binding, conditional share purchase agreement (the “SPA”) to acquire 100% of the Glenburgh Gold Project (“Glenburgh”) and Mt Egerton Gold Project (“Mt Egerton”, and together with Glenburgh, the “Projects”) located in the Gascoyne region of Western Australia from Spartan Resources Limited (ASX: SPR) (“Spartan”) (collectively, the “Acquisition”). The Company is proposing to acquire the Projects by acquiring a 100% interest in each of Gascoyne Resources (WA) Pty Ltd (“Gascoyne”) and Egerton Exploration Pty Ltd (“Egerton”) from Spartan in accordance with the terms of the SPA. Closing of the Acquisition (the “Completion”) is subject to certain conditions precedent.

On November 5, 2024, in connection with the Acquisition, the Company announced the Acquisition and that it also received binding firm commitments from new and existing shareholders of the Company, each of whom is an institutional and/or sophisticated investor, to raise approximately A$4 million (before costs) through a private placement of approximately 18.2 million fully paid CHESS Depositary Interests (“CDIs”), each CDI representing one underlying common share in the Company (each, a “Share”) on a one for one basis (“New CDIs”) at an issue price of A$0.22 per New CDI (the “Placement”). On November 13, 2024 the Company announced that, further to its announcement dated November 5, 2024, it successfully completed the Placement of 18,181,820 New CDIs at a price of A$0.22 per New CDI to raise approximately A$4 million (before costs).

ITEM 5.1 FULL DESCRIPTION OF MATERIAL CHANGE

Acquisition

On November 5, 2024, the Company announced that it entered into the SPA in respect of the Acquisition. The Company is proposing to acquire Gascoyne and Egerton from Spartan in accordance with the terms of the SPA for the following consideration:

• A$1 million cash payable to Spartan, with A$500,000 payable upon Completion and the remaining A$500,000 payable to Spartan on the date that is 12 months after Completion;
• 33,000,000 fully paid CDIs in the Company (the “Consideration CDIs”) to be issued to Spartan at Completion, and subject to voluntary escrow for a period of 12 months from Completion; and
• deferred consideration of up to A$6 million, to be paid in cash or issued in fully paid CDIs (the “Milestone CDIs”), at the Company's election, to Spartan upon the Company satisfying each of the following milestones:
  • A$2 million, payable upon the first to occur of (i) the Company declaring an inferred, indicated and/or measured Mineral Resource Estimate from the Projects containing 500,000oz Au at a cut-off grade of at least 2.0g/t Au and (ii) production of 500,000oz Au from the Projects.
  • A$2 million, payable upon the first to occur of (i) the Company declaring an inferred, indicated and/or measured Mineral Resource Estimate from the Projects containing 1,000,000oz Au at a cut-off grade of at least 2.0g/t Au and (ii) production of 1,000,000oz Au from the Projects; and
  • A$2 million, payable upon the first to occur of (i) the Company declaring an inferred, indicated and/or measured Mineral Resource Estimate from the Projects containing 1,500,000oz Au at a cut-off grade of 2.0g/t Au and

(ii) production of 1,500,000oz Au from the Projects, (together, the “Milestone Payments”).

If the Company elects to issue Milestone CDIs to satisfy a Milestone Payment, the number of Shares to be issued will be calculated using a deemed issue price of the higher of the 20-day VWAP of the Company's Shares and A$0.088 per Share. If the Company's 20-day VWAP falls below A$0.088 per share at the time the Milestone Payment is due, the Company may elect to satisfy the Milestone Payment by issuing such number of Shares to Spartan (as approved by shareholders at the Company's Annual General and Special Meeting) and the balance of the payment in cash. The Company may only elect to issue Milestone CDIs subject to certain conditions being met, including that any issuance of Milestone CDIs to Spartan will occur before 15 December 2029, following which any Milestone Payment must be paid to Spartan in cash, and the Company having obtained all necessary regulatory and shareholder approvals to issue the relevant Milestone CDIs to Spartan.

The Consideration CDIs and any Milestone CDIs will rank equally with existing Shares on issue.

From Completion, subject to Spartan (or its related bodies corporate) holding, in aggregate, at least 10% of the Shares on issue (on an undiluted basis):

• Spartan is entitled to appoint a nominee director to the Company’s board of directors (the “Board”). If Spartan's holding falls below this threshold, or there is a change of control of Spartan, Spartan must procure that its appointed director resigns from the Board; and
• Spartan has a right to participate in future Benz equity financing.

Spartan expects to nominate Mr. Nicholas Jolly as its nominee director from Completion. Completion of the Acquisition is subject to the satisfaction or waiver of the following conditions precedent.

a. the Company obtaining confirmation from ASX that ASX Listing Rule 11.1.3 does not apply to the Acquisition;

b. the Company completing the Placement and demonstrating that it has (or will have) A$5 million cash in bank immediately after Completion;

c. the Company and Spartan agreeing, in principle, to a preliminary budget for exploration on the Projects for the 24 months immediately following Completion, which will provide for a minimum of A$3 million being spent on exploration on the Projects;

d. the Company obtaining all required regulatory approvals including the requisite final acceptance from the TSX Venture Exchange in respect of the Acquisition and the Placement;

e. the issuance of the Consideration CDIs are exempt from the prospectus and registration requirements under applicable securities laws; and

f. Spartan:

i. obtaining a deed of release to secure the release of Gascoyne and Egerton from the Tembo Royalty Deed, Tembo Mortgage and Taurus Royalty Deed (and, if applicable, any mining mortgage registered pursuant to the Taurus Royalty Deed), and all conditions precedent in that deed of release having been satisfied or waived;

ii. procuring that Egerton, Gascoyne and the relevant counterparties enter into new royalty and security arrangements: (A) with the Tembo parties (or Osisko Gold Royalties (Australia) Pty Ltd (Osisko), as applicable) on substantially the same terms as the Tembo

iii. Royalty Deed and the Tembo Mortgage; and (B) with Taurus Mining Royalty Fund LP (Taurus) on substantially the same terms as the Taurus Royalty Deed (and if applicable, any mining mortgage registered pursuant to the Taurus Royalty Deed); and

iv. procuring that Egerton, Gascoyne and the relevant counterparties enter into a tripartite deed governing the exercise of the respective royalty buy-back rights under the: (A) Tembo Royalty Deed and the new royalty arrangements between Egerton, Gascoyne and Osisko or the Tembo parties (as applicable); and (B) Taurus Royalty Deed and the new royalty arrangements between Egerton, Gascoyne and Taurus, and all conditions precedent in the tripartite deed having been waived, in each case on terms acceptable to Spartan and the Company.

On November 5, 2024, the Company announced that the conditions precedent contained in paragraphs (a), (c) and (e) have been satisfied, and expects to be in a position to satisfy the condition precedent in paragraph (b) following completion of the Placement and the condition precedent in paragraph (d) after its Annual General and Special Meeting which is expected to be held on December 17, 2024. The conditions precedent must be satisfied or waived by no later than February 3, 2025 or such later period as agreed between the parties.

Under the SPA, Spartan has given standard warranties with respect to title, capacity, solvency, compliance with laws and Gascoyne and Egerton's assets. Similarly, Benz has given standard warranties with respect to authority and capacity and compliance with the ASX Listing Rules and the Corporations Act 2001 (Cth).

The SPA contains standard termination provisions which provide for either party to terminate the agreement prior to Completion. Termination events include where the conditions precedent have not been satisfied or waived by February 3, 2025; if either Benz, Spartan, Gascoyne or Egerton suffer an insolvency event; if a party fails to perform and comply, in all material respects, with its material obligations under the SPA, or if a 'Material Adverse Change' occurs in respect to either party. A 'Material Adverse Change' includes any event or circumstance which has, or could be reasonably expected to have, a material adverse effect on the business, assets, liabilities, operations, financial or trading position or prospects of the relevant party as a direct result of, among other things, the Company’s news releases and/or implementation of the SPA.

Placement

On November 5, 2024, in connection with the Acquisition, the Company announced it received binding firm commitments from new and existing shareholders of the Company, each of whom is an institutional and/or sophisticated investor, to raise approximately A$4 million (before costs) through a placement of approximately 18.2 million fully paid CDIs, each New CDI representing one underlying common share in the Company on a one for one basis at an issue price of A$0.22 per New CDI.

The issue price represents a 10.97% discount to the 5-day volume-weighted average price of the Company's CDIs on the ASX prior to the date of the news release dated November 5, 2024.

Net proceeds raised from the Placement will be used to:

• Complete the Acquisition;
• Support a rapid scale-up in gold exploration activities, including resource drilling and regional exploration target generation activities on the Glenburgh and Mt Egerton Projects; and
• General working capital.

The Placement is not conditional on completion of the Acquisition. If the Acquisition does not complete, the funds raised from the Placement will be used to undertake drilling activities on the Company's Eastmain Project and for general working capital purposes. The New CDIs offered under the Placement are expected to be issued and commence trading on the ASX on or about November 14, 2024 and, upon issue, will rank equally with existing CDIs on issue.

Euroz Hartleys Limited (“Euroz Hartleys”) acted as Sole Lead Manager and Bookrunner to the Placement. The Company will pay Euroz Hartleys a fee equal to 6% of the gross proceeds of the Placement.

On November 13, 2024 the Company announced that, further to its announcement dated November 5, 2024, it successfully completed the Placement of 18,181,820 New CDIs at a price of A$0.22 per New CDI to raise approximately A$4 million (before costs). Euroz Hartleys acted as Sole Lead Manager and Bookrunner to the Placement and were paid a commission in the amount of A$220,000.02 (plus GST).

The Placement remains subject to the final approval of the TSX Venture Exchange. The securities issued in connection with the Placement are subject to a statutory hold period in Canada of four months and one day For additional information, please see the Company’s news releases dated November 5, 2024 and November 13, 2024, a copy of which is attached as Schedule “A” and “B” hereto, respectively.

ITEM 5.2 DISCLOSURE ON 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

Contact: Evan Cranston, Chief Executive Officer Telephone: (778) 785-3000

ITEM 9. DATE OF REPORT

November 14, 2024

Schedule "A"

News Release dated November 5, 2024 [see attached]

Benz to Acquire WA Gold Projects from Spartan Resources Firm Commitments Received for A$4 Million Placement

HIGHLIGHTS

Agreement signed to acquire the Glenburgh Gold Project and the Mt Egerton Gold Project, located in Western Australia, from Spartan Resources Limited (ASX: SPR).

Acquisition transforms Benz into a multi-jurisdictional gold focused company, aligned with the Company's strategy of growing and developing high-grade gold assets in top-tier mining regions.

Glenburgh has a granted mining lease and a Mineral Resource Estimate of 16.3Mt at 1g/t Au for 510,100 ounces within an 786km² largely untested package.¹

Transaction complements and strengthens Benz's existing high-grade resource at Eastmain, which currently stands at 5.1Mt at 6.1g/t Au for 1,005,000 ounces.²

Benz plans to apply proven advanced geoscientific techniques to unlock the high-grade gold potential at Glenburgh and Mt Egerton; two high-growth-potential projects that have been largely underexplored by modern exploration techniques.

While previous exploration efforts at Glenburgh focused on shallow lower-grade open pit resources, Benz will focus on the vast underexplored high-grade potential. Recent results from high-grade Zone 126 deposit at Glenburgh illustrates wide high-grade zones open in all directions:

8m at 11.6g/t Au

28m at 5g/t Au

24m at 9.1g/t Au

14m at 8.9 g/t Au

Glenburgh shares very similar geological characteristics and setting to the world class Tropicana gold discovery.

The Mt Egerton Project, also on granted mining leases, includes the high-grade Hibernian Underground Mine. Previous high-grade intercepts for immediate follow up include:

5m at 96.7g/t Au

4m at 91.9g/t Au

4m at 75.3g/t Au

11m at 42.5g/t Au

To fund the Acquisition, Benz will use existing cash and funds raised from a placement to sophisticated, professional and institutional investors for which the Company has received firm commitments for approximately A$4 million (before costs).

Spartan will become a strategic cornerstone shareholder, owning approximately 15% of Benz upon completion of the transaction, and will provide ongoing geological support to Benz.

Spartan's General Manager, Nick Jolly, to join the Board as Spartan's Director-elect.

Toronto, Ontario--(Newsfile Corp. - November 5, 2024) - Benz Mining Corp. (ASX: BNZ) (Benz or the Company) is pleased to announce it has entered a binding, conditional share purchase agreement (SPA) to acquire 100% of the Glenburgh Gold Project (Glenburgh) and Mt Egerton Gold Project (Mt Egerton) (together, the Projects) located in the Gascoyne region of Western Australia from Spartan Resources Limited (ASX: SPR) (Spartan) (Acquisition). Completion of the Acquisition is subject to certain conditions precedent which are summarised in Appendix 1.

In connection with the Acquisition, the Company has also received binding firm commitments from new and existing shareholders of the Company, each of whom is an institutional and/or sophisticated investor, to raise approximately A$4 million (before costs) through a placement of approximately 18.2 million fully paid CHESS Depositary Interests (CDIs), each CDI representing one underlying common share in the Company on a one for one basis (New CDIs) at an issue price of A$0.22 per New CDI (Placement).

Benz Executive Chairman, Evan Cranston, commented:

"We are delighted to announce this strategic acquisition for Benz, marking our evolution into a multi- jurisdictional, pure gold-focused company. The addition of the Glenburgh and Mt Egerton Gold Projects in Western Australia, alongside our high-grade Eastmain Gold Project in Quebec, solidifies our position as a leading explorer in premier gold regions.

"At Glenburgh, with its historical Mineral Resource of 16.3Mt at 1g/t Au for 510,100 ounces of contained gold, we see substantial untapped potential. Our focus will be on the high-grade zones that remain underexplored, applying advanced geological techniques to unlock the Project's full value. Mt Egerton, which includes the high-grade Hibernian Underground Mine, adds significant opportunity for rapid high grade resource growth through targeted exploration.

"We welcome Spartan as a strategic cornerstone investor with aligned interests to extract value from these great projects. We thank our loyal shareholders for their continued support and welcome new shareholders to an exciting journey ahead."

Spartan Interim Executive Chairman, Simon Lawson, commented:

"We're excited to partner with Benz to unlock the incredible potential of the Glenburgh and Mt Egerton assets as well as gaining exposure to the incredibly high-grade opportunity at Benz's Eastmain Gold Project. Bring on the results!"

Figure 1: Regional Location of Glenburgh and Mt Egerton Projects.

Details of the Placement

The Placement is being made to sophisticated and institutional investors (within the meaning of the Corporations Act 2001 (Cth)). The New CDIs will be issued using the Company's existing capacity under ASX Listing Rule 7.1. Accordingly, shareholder approval is not required to undertake the Placement.

The issue price represents a 10.97% discount to the 5-day volume-weighted average price of the Company's CDIs prior to the date of this announcement.

Net proceeds raised from the Placement will be used to:

Complete the Acquisition;

Support a rapid scale-up in gold exploration activities, including resource drilling and regional exploration target generation activities on the Glenburgh and Mt Egerton Projects; and General working capital.

The Placement is not conditional on completion of the Acquisition. If the Acquisition does not complete, the funds raised from the Placement will be used to undertake drilling activities on the Company's Eastmain Project and for general working capital purposes.

The New CDIs offered under the Placement are expected to be issued and commence trading on the ASX on or about 14 November 2024 and, upon issue, will rank equally with existing CDIs on issue. Euroz Hartleys Limited (Euroz Hartleys) acted as Sole Lead Manager and Bookrunner to the Placement. The Company will pay Euroz Hartleys a fee equal to 6% of the gross proceeds of the Placement.

Acquisition Overview and Strategic Rationale

Benz has entered into the SPA to acquire a 100% interest in each of Gascoyne Resources (WA) Pty Ltd (Gascoyne) (the owner of the Glenburgh Project) and Egerton Exploration Pty Ltd (Egerton) (the owner of the Mt Egerton Project) from Spartan. The Projects are considered to be highly prospective for gold and are complementary to Benz's strategy to generate value from underexplored gold assets in Tier 1 jurisdictions. The Company's strategic rationale for the Acquisition:

1. The Projects are complementary to Benz's existing Eastmain high-grade gold asset: The Eastmain Project remains an exciting growth and development opportunity for the Company, with 1,005,000 ounces at 6.1g/t Au. The addition of Glenburgh and Mt Egerton is a strategic decision to expand our growth opportunities in a market environment where gold prices are reaching alltime highs.

2. Australian gold projects offer premium valuation multiples.

3. Ability to leverage and apply Benz's expertise: Benz's application of high-grade metamorphic terrane knowledge to Glenburgh is a key differentiator, leveraging expertise to unlock the true value and mineral endowment of the Glenburgh Project.

4. Bolstering Board and adding significant technical capability: Spartan's General Manager, Nick Jolly, will join Benz as a Non-Executive Director on closing of the Acquisition. Nick has been instrumental in Spartan's transformational discovery at Dalgaranga and will provide a wealth of knowledge and expertise to Benz. Spartan to also advise Benz through a technical advisory team and assist with ongoing exploration across Glenburgh and Mt Egerton.

5. Strategic Alignment with Spartan Resources: Spartan will hold an approximate 15% stake in Benz post completion of the Acquisition and Placement (together, the Transaction), closely aligning their interests with Benz, enhancing collaboration and mutual benefit.

OVERVIEW OF THE PROJECTS

Glenburgh: Initial JORC 2012 Mineral Resource Estimate: 16.3Mt at 1.0g/t Au (510,100 ounces contained gold)

Glenburgh is a substantial 786km² land package situated 250km east of Carnarvon, Western Australia. Strategically positioned near the craton margin suture zone between the Glenburgh Terrane and the Yilgarn Craton, hosted within a Paleoproterozoic metamorphic gneiss belt.

Huge exploration upside over 50km of strike: 786km² over highly fertile craton margin, metamorphic belt terrane. Limited gold exploration plays of this size in WA.

Metamorphic belts - next generation of discoveries: The potential of the gneissic metamorphic belts surrounding the Yilgarn craton were only recognised in the last few decades - they remain highly underexplored presenting a substantial opportunity.

Target package identified: Generally characterized by ~100-metre-thick horizon of gneissic rocks with anomalous gold mineralisation encompassing significant high-grade gold zones.

Mining lease in place: A massive permitting hurdle already cleared.

Tropicana look-a-like: Glenburgh shares very similar geological characteristics and setting to the world class Tropicana gold discovery. Primed for Australia's next Tropicana style discovery.

Figure 2: Geology overview of the Glenburgh Project

High-Grade Exploration Focus

Benz's immediate exploration efforts will concentrate on the high-grade zones within the interpreted "Target Package" (see Figures 2 and 3). Six high-priority targets with shoots exceeding 50 gram- metres (Icon, Apollo, Shelby, Hurricane, Zone 102, Zone 126) have been identified within the existing resource footprint, presenting a compelling opportunity for rapid high grade resource expansion. Importantly, drilling on average has only tested the top 100m from surface, leaving incredible upside potential at depth.

5km Soil Anomaly

In addition to these high-grade zones, the Glenburgh Project features an exciting 5km long, 100 ppb geochemical gold anomaly indicating the continuation of the main mineralising structure along strike. Benz's geological modelling indicates that the prospective Target Package will likely extend through this area, but at a shallow plunge to the northeast beneath surface cover rock. Current shallow drilling efforts to test this anomaly would have been ineffective. The Target Package is modelled to be present between 100-200m depth. This presents an exciting opportunity to delineate an additional 5km of target package and associated high-grade zones.

Figure 3: Detailed geological map of the Glenburgh Project

Zone 126 - High-Grade Gold

Drilling results from high-grade Zone 126 deposit at Glenburgh illustrates wide high-grade zones open in all directions:

8m at 11.6g/t Au 28m at 5g/t Au 24m at 9.1g/t Au 14m at 8.9 g/t Au