Argenta Silver Corp. — Capital/Financing Update 2024

Sep 20, 2024

FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company

Butte Energy Inc. (the “ Company ” or “ Butte Energy ”) Suite 3123 – 595 Burrard Street Vancouver, BC V7X 1J1

2. Date of Material Change

September 20, 2024

3. News Release

On September 20, 2024, the Company issued a news release regarding the material change. The news release was disseminated through the facilities of CNW Group, a recognized newswire service.

4. Summary of Material Change

On September 20, 2024, the Company announced the closing of a non-brokered private placement previously announced on September 3, 2024.

5. Full Description of Material Change

On September 20, 2024 the Company announced that it had closed its over-subscribed nonbrokered private placement (the “ Private Placement ”) for gross proceeds of $15,270,230, previously announced on September 3, 2024.

In closing the Private Placement, the Company issued an aggregate of 101,801,536 common shares (each, a “ Share ”) at a price of $0.15 per Share. All securities issued in connection with the Private Placement are subject to a four month and one day statutory hold period expiring on January 21, 2025.

A total of $135,187.50 in finder’s fees were payable by the Company in connection with the Private Placement to Haywood Securities Inc., Canaccord Genuity Corp. and Raymond James Ltd.

Proceeds of the financing will be used to fund the previously announced acquisition of the El Quevar silver project (the “ Project ”) in Argentina, further exploration on the Project, and general working capital purposes.

Three (3) insiders of the Company participated in the Private Placement and acquired an aggregate of 11,265,000 Shares. The purchases by these insiders constitute “related party transactions” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). The issuances are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as they are distributions of securities for cash and the fair market value of the Shares issued to, and the consideration paid by, the insiders did not exceed 25% of the Company’s market capitalization. No new insiders were created, nor any change of control occurred, as a result of the Private Placement.

In connection with this Private Placement Mr. Frank Giustra, through two of his related entities, acquired ownership and direction or control over 10,000,000 Common Shares representing 5.97% of the issued and outstanding common shares of the Company. Mr. Giustra now owns and/or controls, in aggregate, directly or indirectly, 23,040,000 common shares of the Company representing 13.76% of the issued and outstanding share capital of the Company, on an undiluted and partially diluted basis.

The Company has been advised that Mr. Giustra and his related entities acquired these securities for investment purposes only, and this acquisition of securities will be disclosed in an Early Warning Report to be filed on SEDAR+. Mr. Giustra may in the future acquire or dispose of securities of the Company, through the market, privately or otherwise, as circumstances or market conditions warrant.

In addition, in order to pay for the second US$500,000 payment due on signing the Definitive Agreement (as disclosed in the Company’s press release dated September 3, 2024), costs of 43101 preparation and regulatory fees, a group of third parties (the “Lenders”) have advanced $925,000 (the “Loan”) to the Company. In consideration for making the Loan, the Lenders will receive 5,800,000 common share purchase warrants in the Company at an exercise price of $0.16 per common share for a period of one year from the date of issue.

6. Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102

This report is not being filed on a confidential basis.

7. Omitted Information

There are no significant facts required to be disclosed herein which have been omitted.

8. Executive Officer

Contact: Kia Russell, CFO & Corporate Secretary Telephone: (604) 609-6125

9. Date of Report

September 20, 2024