AbraSilver Resource Corp. — Capital/Financing Update 2025

Feb 21, 2025

Vancouver, British Columbia, Canada
February 11, 2025

PROENER SAU
Avenida Thomas Edison 2701,
C1104BAB, Buenos Aires, Argentina
At.: Adrian Salvatore

Re: Offer IRA Amendment No. 1/2025

Dear Sirs,

The undersigned, ABRASILVER RESOURCE CORP a corporation existing under the laws of the Province of British Columbia, whose registered office is at 220 Bay St. Suite 550, Toronto, Ontario, M5J 2W4, Canada (hereinafter called the "Corporation") hereby offers (the "Offer") to the PROENER SAU, a sociedad anónima unipersonal (single shareholder corporation) existing under the laws of the Republic of Argentina, whose registered office is at Avenida Thomas Edison 2701, C1104BAB, Buenos Aires, Argentina (hereinafter called the "Investor", and together with the Corporation, the "Parties"), to enter into a First Amendment to the Investor Right Agreement (the "First Amendment") pursuant to the general terms and conditions set forth in Annex I attached hereto (the "General Terms and Conditions").

This Offer shall be irrevocable and will remain in effect for 3 (three) business days from the date hereof, and will be deemed accepted by the Investor upon delivery to the Corporation of a letter of acceptance (the "Letter of Acceptance"). As of delivery of the Letter of Acceptance to the Corporation, it will be considered that the Corporation and the Investor have entered into the Agreement, which will be binding and enforceable among the Parties, pursuant to the General Terms and Conditions.

In the event the Investor does not deliver the Letter of Acceptance within 3 (three) business days, in the form and manner indicated above, this Offer will automatically expire and be of no effect.

Yours sincerely,

ABRASILVER RESOURCE CORP.

Per: (signed) "John Miniotis"

Name: John Miniotis
Title: Chief Executive Officer

[Signature Page to First Amendment to Investor Rights Agreement]

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ANNEX I

FIRST AMENDMENT TO THE INVESTOR RIGHTS AGREEMENT

Capitalized terms used herein but not otherwise defined shall have those meanings given to them in the IRA (as defined below).

WHEREAS, the Corporation and the Investor are party to that certain Investor Rights Agreement, dated as of April 26, 2024, by and among the Corporation and the Investor (the "IRA");

WHEREAS, the Corporation and the Investor, concurrently with an investment by the Investor, desire to amend the IRA, as set forth herein;

WHEREAS, Section 7.8 of the IRA provides that the terms of the IRA may be amended only with the written consent of the Corporation and the Investor; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

IRA

1.1. Amendment to Section 1.1. Section 1.1 is hereby amended to add the definition for "2025 Private Placement Offering" as set out below:

"2025 Private Placement Offering" means the private placement offering of 10,094,697 Common Shares of the Corporation at a price of $2.55 per Common Share, for aggregate gross proceeds of $25,741,477.35, subscribed by the Investor, which closed on February 11, 2025;

1.2. Amendment to Article 4. Article 4 is hereby amended to add Sections 4.4, 4.5 and 4.6 as set out below:

4.4 Consultants or Technical Advisors.

The Corporation and the Investor will agree on a list of acceptable potential consultants or technical advisors to be engaged by the Corporation in connection with the preparation of a feasibility study on the Diablillos project, which need to be Tier 1 companies. The Corporation shall select such consultants or technical advisors within such list.

4.5 RIGI Application.

The Corporation shall give the Investor and its legal counsel a reasonable opportunity to review and comment on drafts of any application proposed to be submitted by the Corporation or any subsidiary pursuant to Argentina's Large Investment Incentive Regime (the "RIGI Application"), and shall give reasonable consideration to any comments made by the Investor and its legal counsel and provide the Investor with a final copy of the RIGI Application prior to its submission.

4.6 Public Offering Use of Proceeds.

The Corporation covenants and agrees with the Investor to use no less than US$5 million of the net proceeds of the 2025 Private Placement Offering, to be spent on [Redacted – Commercially Sensitive Information]. Such funds shall be spent within year 2025.

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1.3. Amendment to Section 7.6. Section 7.6 is hereby amended and restated to read in its entirety as follows. For avoidance of doubt, it is not the parties' intention to reset the 12-month period to the date of this First Amendment. Accordingly, it is clarified that the 12-month period mentioned in this section will expire on the date that is 12 months following the execution date of the IRA (e.g., April 26, 2025):

Section 7.6 Standstill.

Investor hereby agrees that, until the date that is 12 months following the date hereof, neither Investor nor its affiliates (to the extent that any such affiliate received Confidential Information) will, without the prior written approval of the Corporation:

(a) acquire or agree to acquire or make any proposal or offer to acquire, directly or indirectly in any manner, any securities or assets of the Corporation or any of its affiliates if such securities (or any securities convertible, exercisable or exchangeable into such securities) would constitute more than 9.9% of the outstanding voting securities of the Corporation;

(b) commence a take-over bid for any securities of the Corporation;

(c) effect, seek, offer or propose any take-over bid, amalgamation, merger, arrangement, business combination, re-organization, restructuring, liquidation, disposition of a material portion of the assets or other extraordinary transaction by or with respect to the Corporation or any of its affiliates;

(d) solicit proxies from the security holders of the Corporation or form, join or participate in a group to so solicit;

(e) seek to control the board of directors or policies of the Corporation;

(f) knowingly advise, assist or encourage any other person in connection with any of the matters set forth in this Section 7.6; or

(g) make any public announcement with respect to the foregoing, except as may be required by applicable law, regulatory authorities or stock exchanges.

The limitations and prohibitions in this Section 7.6 shall:

(a) cease upon the occurrence of any one or more of the following events: (i) the public announcement or execution of an agreement with respect to a plan of arrangement, amalgamation or other similar form of business combination transaction involving the Corporation or any of its controlling affiliates and one or more third parties; (ii) the Corporation or any of its controlling affiliates enters into an agreement or letter of intent with a third party that provides for an acquisition of, a majority of the Corporation's equity securities or assets, or the equity securities or assets of any of its controlling affiliates; (iii) a third party commences a tender or exchange offer for, or publicly announces or discloses a proposal to acquire, all or a majority of the Corporation's or any of its controlling affiliates' outstanding voting securities; (iv) the Corporation or any of its affiliates agrees to the sale of all or any material part of any of its material properties; or (v) a third party enters into an agreement or letter of intent to acquire, or acquires, (A) direct or indirect beneficial ownership of, (B) the right to exercise

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control or direction over, or (C) a combination of direct or indirect beneficial ownership of or the right to exercise control or direction over securities of the Corporation or any of its controlling affiliates carrying 50% or more of the voting rights attached to the outstanding voting securities thereof;

(b) not prevent Investor or any of its affiliates from acquiring securities of the Corporation or any of its affiliates, or any successor thereof, where such acquisition results from Investor or any of its affiliates' acquisition of the securities of a person which acquired the securities of the Corporation or any of its affiliates, or any successor thereof, without Investor's solicitation; and

(c) not prevent Investor or any of its affiliates from acquiring securities of the Corporation or any of its affiliates, by way of private sale, from a shareholder of the Corporation that holds at least 3.5% of the issued and outstanding Common Shares as of the date thereof.

ARTICLE II

MISCELLANEOUS

2.1 Captions. The headings contained in this First Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this First Amendment. Except as otherwise indicated, all references in this First Amendment to "Sections" are intended to refer to the Sections of the IRA.

2.2 Effect of Amendment. Except as amended and set forth above, the IRA shall continue in full force and effect.

2.3 Entire Agreement. This First Amendment together with the IRA and all exhibits, annexes and schedules attached thereto, constitute and contain the entire agreement among the parties hereto and supersede any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof.

2.4 Severability. In case any one or more of the provisions contained in this First Amendment is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this First Amendment, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

2.5 Governing Law. This First Amendment shall be governed by and construed in accordance with the laws of the Province of Ontario (without giving effect to any conflict of laws principles thereunder) and the federal laws of Canada applicable therein. The courts of the Province of Ontario sitting in Toronto shall have the exclusive jurisdiction to settle any Dispute arising out of or in connection with this First Amendment.

2.6 Counterparts. This First Amendment may be executed in counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument.

2.7 Electronic and Facsimile Signatures. Any signature page delivered electronically or by facsimile (including without limitation transmission by .pdf) shall be binding to the same extent as an original signature page, with regard to any agreement subject to the terms hereof or any amendment thereto. Any party who delivers such a signature page agrees to later deliver an original counterpart to the other party if so requested.

2.8 Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon the parties hereto and their respective successors, assigns, heirs, executors and administrators.

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Nothing in this First Amendment, express or implied, is intended to confer upon any party other than the parties hereto or their respective permitted successors and permitted assigns any right, remedies, obligations or liabilities under or by reason of this First Amendment, except as expressly provided in this First Amendment.

2.9 Further Actions. Each party hereto shall execute, acknowledge and deliver such further instruments, and do all other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this First Amendment.