Imperial Metals — Share Issue/Capital Change 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

Imperial Metals Corporation (the "Company")
Suite 200-580 Hornby Street
Vancouver, BC V6C 3B6

Item 2. Date of Material Change

August 18, 2025

Item 3. News Release

A news release was disseminated through GlobeNewswire on August 18, 2025, and subsequently filed under the Company's profile on SEDAR+.

Item 4. Summary of Material Change

On August 18, 2025 (the "Redemption Date") the Company issued 14,687,500 common shares of the Company (the "Debenture Shares") pursuant to the conversion of all outstanding Senior Unsecured Convertible Debentures due August 30, 2027 (the "Debentures"), with 100% of the holders of the Debentures (the "Holders") electing to exercise their conversion rights after having received redemption notices from the Company (the "Conversion").

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

As previously announced in the News Release dated July 14, 2025, the Company intended to redeem at par on the Redemption Date all of its outstanding $47,000,000 principal amount of the Debentures. The Company issued redemption notices to the Holders that it wished to exercise its right to redeem the Debentures on the Redemption Date. Within five business days prior to the Redemption Date, each Holder exercised the right to convert their Debenture into Debenture Shares in accordance with the terms of the Debentures. The Debentures were converted into 14,687,500 Debenture Shares on the Redemption Date. As a result, no cash redemption was made on the Redemption Date.

The securities being issued pursuant to the Conversion have not been, nor will they be registered under the United States Securities Act of 1933, as amended, (the "U.S. Securities Act"), or under the applicable securities laws of any state in the United States (as defined in Regulation S under the U.S. Securities Act) and may not be offered or sold within the United States absent U.S. federal and state registration or an applicable exemption from the U.S. registration requirements. All securities issued in connection with the Conversion are subject to such restrictions as may apply under applicable securities laws of jurisdictions outside Canada. This release does not constitute an offer for sale of securities in the United States.

Shareholdings of N. Murray Edwards

Prior to the issuance of the Debenture Shares, N. Murray Edwards had beneficial ownership and control or direction over 72,875,775 common shares of the Company ("Shares"), representing 44.62% of the Company's issued and outstanding Shares as of the date hereof. Following the Conversion, Mr. Edwards holds 83,032,025 Shares representing 46.64% of the Company's issued and outstanding Shares. This Debenture, and the resulting Debenture Shares, were acquired by Mr. Edwards for investment purposes, and he may acquire or dispose of securities of the Company in the future depending on market conditions, reformulation of plans and/or other relevant factors, in each case in accordance with applicable securities laws. This portion of the news release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires a report to be filed on SEDAR+ (www.sedarplus.ca) by Mr. Edwards containing additional information with respect to the foregoing matters. A copy of the early warning report may be obtained directly from the Company upon request at the telephone number below.

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

Darb S. Dhillon
Chief Financial Officer
604.669.8959

Item 9. Date of Report

August 19, 2025