Defiance Silver Corp. — Capital/Financing Update 2025

Jan 27, 2025

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1
Name and address of the Company
Defiance Silver Corp. (“Defiance” or the “Company”)
Suite 2900-550 Burrard Street
Vancouver, BC V6C 0A3

Item 2
Date of material change
January 16, 2025

Item 3
News release
The news release was issued on January 20, 2025 through Newsfile Corp.

Item 4
Summary of material change
Defiance closed on January 16, 2025 the first tranche of a non-brokered private placement of units of the Company at a price of C$0.20 per unit, for aggregate gross proceeds of C$732,200.

Item 5
Full description of material change
Marketed Offering
On January 16, 2025 (the “Closing Date”), Defiance completed the first tranche of a non-brokered private placement (the “Offering”) of units of the Company (the “Units”) at a price of C$0.20 per Unit (the “Offering Price”), for aggregate gross proceeds of C$732,200.

Each Unit is comprised of one common share of the Company (each a “Common Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant will be exercisable by the holder thereof to acquire one common share of the Company (each a “Warrant Share”) at a price of C$0.35 at any time on or before the date which is 24 months after the Closing Date.

The net proceeds of the Offering will be used by the Company for exploration and general working capital purposes. Under applicable securities legislation and the policies of the TSX Venture Exchange, the securities issued in this Offering are subject to a four-month hold period from the issuance of the Units.

In connection with the closing of the Offering, the Company paid finder’s fees comprised of an aggregate cash commission $24,132 and an aggregate of 120,660 non-transferable warrants (each a “Finder Warrant”) to arm-length finders. Each Finder Warrant entitles the holder thereof to purchase common shares of the Company at a price of C$0.20 per common share for a period of two (2) years following the Closing Date, the whole in accordance with the rules and policies of the TSX Venture Exchange.

Clarification of July 29, 2024 news release

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In relation to the Company's private placement which closed in tranches on July 12, 2024 and July 29, 2024, where the Company raised an aggregate of $3,222,615.00 from the issuance of 16,113,075 units, the Company wishes to rectify its news release of July 29, 2024 and confirm the aggregate cash commissions paid as part of the aforementioned private placement totalled $149,690.60.

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

N/A

Item 7 Omitted Information

None.

Item 8 Executive Officer

Oleg Shcherbyna,
Chief Financial Officer
+1 (604) 306-3153

Item 9 Date of Report

January 27, 2025

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