Defiance Silver Corp. — Capital/Financing Update 2025

Feb 17, 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
February 7, 2025

Item 3
News release
The news release was issued on February 11, 2025 through Newsfile Corp.

Item 4
Summary of material change
Defiance closed on February 7, 2025 a second 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$1,560,600.

Item 5
Full description of material change
Marketed Offering
On February 7, 2025, Defiance completed a second tranche (the “Second 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”) Under the Second Tranche, the Company issued 7,803,000 Units for aggregate gross proceeds of C$1,560,600.

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 its issuance.

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 Second Tranche, the Company paid finder’s fees comprised of an aggregate cash commission $75,336 and an aggregate of 376,680 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 after its issuance, the whole in accordance with the rules and policies of the TSX Venture Exchange.

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

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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

February 17, 2025

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