AbraSilver Resource Corp. — Proxy Solicitation & Information Statement 2023

Jul 28, 2023

Notice of Annual and Special Meeting of the Shareholders and

Management Proxy Circular of ABRASILVER RESOURCE CORP. to be held on August 28, 2023

DATED: July 18, 2023

ABRASILVER RESOURCE CORP. #550, 220 Bay Street Toronto, ON, M5J 2W4 NOTICE OF THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “ Meeting ”) of the holders of common shares (the “ Shareholders ”) of ABRASILVER RESOURCE CORP. (the “ Company ”) will be held as a fully - electronic meeting at https://virtual meetings.tsxtrust.com/en/1542 on Monday, August 28, 2023 at 10:00 a.m. (Toronto Time) for the following purposes:

1. to receive the audited consolidated financial statements of the Company for the year ended December 31, 2022, together with the report of the auditor thereon;

2. to elect directors of the Company for the ensuing year;

3. to appoint auditors for the Company for the ensuing year and to authorize the Company’s board of directors to fix the auditors’ remuneration;

4. to consider and, if deemed appropriate, pass a resolution of the disinterested shareholders approving an amendment to the Company’s 10% rolling share compensation plan to provide for the exercise of stock options on a “net” basis, subject to the approval of the TSX Venture Exchange, as further described in the Circular (as defined herein); and

5. to transact such other business as may properly come before such Meeting or at any adjournment thereof.

The specific details of the matters proposed to be put before the Meeting are set forth in the management proxy circular (the “ Circular ”) dated July 18, 2023, accompanying and forming part of this Notice. A copy of the audited consolidated financial statements of the Company for the financial year ended December 31, 2022, together with the report of the auditor thereon and the corresponding management discussion and analysis are available on SEDAR at www.sedar.com and copies may be mailed to those Shareholders who request a copy.

Only Shareholders of record as of the close of business on July 10, 2023 are entitled to receive notice of the Meeting and to vote at the Meeting.

This year, the Meeting will be a fully electronic meeting conducted through a virtual-only format. Shareholders and - duly appointed proxyholders are being asked to attend the Meeting by live audio webcast at https://virtual meetings.tsxtrust.com/en/1542, which will enable registered Shareholders and duly appointed proxyholders to listen to the Meeting, submit questions and vote online. Non-registered Shareholders who have not duly appointed themselves as proxyholders may attend the Meeting virtually as guests, but will not have the ability to vote virtually or ask questions. The Meeting will begin promptly at 10:00 a.m. (Toronto time) on August 28, 2023. Online check-in will begin 15 minutes prior, at 9:45 a.m. (Toronto time). You should allow ample time for online check-in procedures and ensure your web browser and internet connection are working properly. The accompanying form of proxy or voting instruction form includes detailed instructions on how to attend and vote virtually at the Meeting.

Registered Shareholders wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his or her duly executed form of proxy with TSX Trust Company by fax at 416-595-9593 or by delivery to TSX Trust Company, Suite 301 – 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, or online at www.voteproxyonline.com, not later than 10:00 a.m. (Toronto time) on August 24, 2023 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting.

Non-registered Shareholders holding securities through a broker or financial institution, should carefully follow the instructions set out on the voting instruction form and in the Circular. Please note that only Registered Shareholders and proxyholders are permitted to vote at the Meeting. A Non-registered Shareholder wishing to vote at the Meeting,

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should appoint themselves as a proxyholder, and will be required to register with TSX Trust at https://tsxtrust.com/resource/en/75 to receive a control number in order participate at the Meeting.

Shareholders who wish to appoint a third party proxyholder to represent them at the Meeting must submit their proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once the Shareholder has submitted their proxy or voting instruction form. If you do not register the proxyholder with TSX Trust to receive a control number they will NOT be able to participate in the Meeting. To register a proxyholder, Shareholders must visit https://tsxtrust.com/resource/en/75 and provide TSX Trust Company with their proxyholder’s contact information by August 24, 2023 at 10:00 a.m. (Toronto time), which is not less than 48 hours (Saturdays, Sundays, and holidays excepted) before the scheduled time of the Meeting (or any adjournment, as applicable), so that TSX Trust Company may provide the proxyholder with a control number via email. In order to ask questions and vote online, registered Shareholders and duly appointed proxyholders must have a valid 12-digit control number.

Notice-and-Access and Voting

Particulars of the foregoing matters are set forth in the accompanying Circular. The Company has elected to use the notice-and-access provisions under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations (collectively, the “ Noticeand-Access Provisions ”) of the Canadian Securities Administrators for this Meeting. The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to shareholders of the Company by allowing the Company to post the Circular and any additional meeting-related materials online. Shareholders will still receive this Notice of Meeting and a form of proxy and may elect to receive a hard copy of the Circular. Shareholders will receive paper copies of a notice package via prepaid mail containing a notice with information prescribed by the Notice and Access Provisions and a form of proxy (if you are a registered shareholder) or a voting instruction form (if you are a non-registered shareholder), in each case with a supplemental mail list return box for shareholders to request they be included in the Company’s supplementary mailing list for receipt of the Company’s annual and interim financial statements for the year ended December 31, 2022.

Please review the Circular carefully and in full prior to voting in relation to the matters set out above as the Circular has been prepared to help you make an informed decision on such matters. The Circular is available on the website of the Company at http://www.abrasilver.com and under the Company’s profile on SEDAR and on the Notice and Access Website at https://docs.tsxtrust.com/2260. Any Shareholder who wishes to receive a paper copy of the Circular should contact the Company’s transfer agent, TSX Trust Company at 301 – 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, Facsimile: (416) 595-9593, Toll-free: 1-866-600-5869. A Shareholder may also use the toll-free number noted above to obtain additional information about the Notice-and-Access Provisions.

DATED at Toronto, Ontario, this 18th day of July, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ John Miniotis

President and Chief Executive Officer

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