Apollo Silver Corp. — Regulatory Filings 2021

May 25, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company

Apollo Gold & Silver Corp. Suite 1507, 1030 West Georgia Street Vancouver, British Columbia V6E 2Y3

2. Date of Material Changes

May 12, 2021

3. News Release

News releases with respect to the material changes described herein were issued Apollo Gold & Silver Corp. (“ Apollo ”) on May 12, 2021 through the facilities of Globenewswire and filed on the System for Electronic Document Analysis and Retrieval (SEDAR).

4. Summary of Material Changes

On May 12, 2021, Apollo announced that it had entered into an amalgamation agreement with Stronghold Silver Corp. (“ Stronghold ”). Stronghold holds rights to three large scale silver projects: Waterloo and Langtry in California and The Silver District in Arizona.

The Company announced that Tom Peregoodoff had been appointed as Chief Executive Officer of the Corporation following the resignation of Simon Clarke. Mr. Clarke is remaining on Apollo’s board of directors.

5. Full Description of Material Changes

On May 12, 2021, Apollo announced that it had entered into an amalgamation agreement with Stronghold. Stronghold holds rights to three large scale silver projects: Waterloo and Langtry in California and The Silver District in Arizona.

Under the terms of the Agreement, Apollo will issue a total of 40,000,000 common shares to Stronghold shareholders on a share exchange ratio of one Apollo common share for one Stronghold common share.

The Transaction is expected to constitute a “fundamental acquisition” of Stronghold by the Company pursuant to TSX Venture Exchange (the “ Exchange ”) Policy 5.3 and will require approval of the Exchange and be subject to requirements the Exchange may impose. In addition, it is a condition of closing that Apollo must complete a financing of a minimum of C$35,000,000 the details of which will be released in due course. There are a number of other closing conditions as are customary for transactions of this nature.

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Finally, in the event the Transaction is not completed on or before June 30, 2021, the Agreement will terminate unless mutually agreed.

The Waterloo Purchase Agreement

Stronghold USA (a wholly owned subsidiary of Stronghold), as Purchaser, and Pan American Minerals Inc (a wholly owned subsidiary of Pan American Silver Corp) (“ Pan American ”), as Vendor, entered into an asset purchase agreement dated January 22, 2021 (the “ Waterloo Purchase Agreement ”) which gave Stronghold the right to purchase 100% interest in the Waterloo Project for a consideration of US$25,000,000. Stronghold USA and Pan American have entered into subsequent amendments extending the closing of the transaction to May 31, 2021 in consideration of a non-creditable payment by the Purchaser to the Vendor of US$1,000,000 (paid) with a further extension to June 30, 2021 for consideration of a non-creditable payment by the Purchaser to the Vendor of an additional US$1,000,000 (unpaid). Pan American will retain a 2% Net Smelter Royalty on any future production of minerals from the project. To date, a total of US$2,750,000 in deposits have been paid to Pan American and will be credited against the total consideration.

In addition, within 15 days of the close of the Transaction, Apollo will issue to Pan American notice providing Pan American with ten business days to elect to receive either 1) an additional US$6,000,000 or 2) the equivalent of US$6,000,000 in common shares of Apollo based on the 10-day VWAP calculated 10 trading days after the close of the Transaction.

The Langtry Option Agreements

Athena Agreement

Stronghold as optionee and Athena Minerals Inc (“ Athena ”, a wholly owned subsidiary of Athena Silver Corporation) as optionor entered into an Option to Purchase Agreement dated December 21, 2020 which gives Stronghold the right to acquire 100% interest in certain lands forming a portion of the Langtry Project (“Athena Lands”) for an aggregate purchase price of US$1,000,000 to be made on or before December 21, 2025.

Terms of the option include US$15,000 upon closing (paid) and US$25,000 on each anniversary of the effective date. All payments made by the optionee to the optionor during the 24-month period prior to the full exercise of the option shall be credited against the purchase price.

Upon vesting of 100% interest, Stronghold will grant to Athena a 1% Net Smelter Royalty on any future production of minerals from the Athena Property subject to the royalty shall only apply on those Athena Lands that currently do not have existing royalties of 1% or higher such that at no time will any property have a royalty of greater than 2%.

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Strachan Agreement

Stronghold USA, as optionee, and Bruce D. Strachan and Elizabeth Strachan as Trustees of the Bruce and Elizabeth Strachan Recoverable Living Trust dated 7-25-2007 (“ Strachan ”) as optionor entered into an Option to Purchase Agreement dated December 23, 2020 (the “ Strachan Agreement ”) which gives Stronghold the right to acquire 100% interest in lands forming a portion of the Langtry Project (“Strachan Lands”) for the aggregate purchase price of the greater of 1) US$5,200,000 or 2) spot price of 220,000 troy ounces of silver, on or before December 24, 2025.

Under the terms of the Strachan agreement Stronghold is required to pay US$100,000 on each anniversary of the effective date to keep the option in good standing. All payments made during the term of the option shall be applied to the purchase price.

Upon full exercise of the option, Stronghold will grant to Strachan the following royalties: 1) a 1% Net Smelter Royalty on any future production of silver from the Strachan Lands; 2) 5% gross royalty on all other mineral production and 3) 10% gross royalty on all other non-mineral production income derived from any other commercial use of the property.

Arizona Silver District Project

This district-scale property position is located in the heart of the historic Silver District in Southwest Arizona. The project covers over 2,000 acres and includes mineral title covering three major epithermal vein structures (West, Central, East), having a collective strike length of 13 kms. Previous drilling is limited to approximately 45 m vertical depth opening up significant discovery potential.

Stronghold USA as optionee and Gulf + Western Industries Inc (“ Gulf ”), as optionor, entered into an Option to Purchase Agreement dated January 22, 2021 which gives Stronghold the right to acquire 100% interest in lands forming the Arizona Silver District Project for an aggregate purchase price of US$2,000,000 to be made on or before January 22, 2026.

Terms of the option include 1) US$70,000 upon closing (paid); 2) US$100,000 and US$100,000 in common shares of Stronghold on 12 month anniversary of the effective date; 3) US$125,000 on 24 month anniversary and US$125,000 in common shares of Stronghold of the effective date; 4) US$175,000 and US$175,000 in common shares of Stronghold on 36 month anniversary of the effective date; 5) US$250,000 and US$250,000 in common shares of Stronghold on 48 month anniversary of the effective date; 6) US$300,000 and US$300,000 in common shares of Stronghold on 60 month anniversary of the effective date.

Additional bonus payments will be made by Stronghold in the following events; 1) US$250,000 and US$250,000 in common shares of Stronghold in the event the property becomes the flagship property of the company within 36 months of the effective date; 2) Stronghold declares a 43-101 compliant resource of at least 30 M ounces silver within 36

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months of the effective date; 3) US$3,000,000 in the event that the price of silver exceeds US$125/ounce for ninety days on of before the 60 month anniversary of the effective date.

Following the completion of the Transaction all share issuances shall be made in Apollo common shares. All common shares shall be issued at a price equal to the prior 10-day VWAP and will be subject to Exchange approval.

Upon vesting of 100% interest, Stronghold will grant to Gulf a 2% Net Smelter Royalty on any future production of minerals from the property.

New Chief Executive Officer

The Company announced the appointment of Tom Peregoodoff as Chief Executive Officer following the resignation of Simon Clarke. Mr. Clarke is remaining on Apollo’s board of directors.

6. Reliance on subsection 7.1(2) of National Instrument 51-102

Confidentiality is not requested.

7. Omitted Information

Not applicable.

8. Executive Officer

For further information contact Tom Peregoodoff, Chief Executive Officer at the abovementioned address or by telephone at 604 428 6128.

9. Date of Report

May 25, 2021.

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