GR SILVER MINING LTD. - Regulatory Filings 2021

Form 45-106F1 Report of Exempt Distribution

A. General Instructions

1. Filing instructions

An issuer or underwriter that is required to file a report of exempt distribution and pay the applicable fee must file the report and pay the fee as follows:

In British Columbia – through BCSC eServices at http://www.bcsc.bc.ca.
In Ontario – through the online e-form available at http://www.osc.gov.on.ca.
In all other jurisdictions – through the System for Electronic Document Analysis and Retrieval (SEDAR) in accordance with National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR) if required, or otherwise with the securities regulatory authority or regulator, as applicable, in the applicable jurisdictions at the addresses listed at the end of this form.

The issuer or underwriter must file the report in a jurisdiction of Canada if the distribution occurs in the jurisdiction, and the issuer or underwriter is relying on a specific exemption from the prospectus requirement set out in section 6.1 of the Instrument. The requirement to file this report might also be a condition of a prospectus exemption provided in a national, multilateral or local rule or instrument, or a condition of an exemptive relief order. If a distribution is made in more than one jurisdiction of Canada, the issuer or underwriter may satisfy its obligation to file the report by completing a single report identifying all purchasers, and file the report in each jurisdiction of Canada in which the distribution occurs. Filing fees payable in a particular jurisdiction are not affected by identifying all purchasers in a single report.

In order to determine the applicable fee in a particular jurisdiction of Canada, consult the securities legislation of that jurisdiction.

2. Issuers located outside of Canada

If an issuer located outside of Canada determines that a distribution has taken place in a jurisdiction of Canada, include information about purchasers resident in that jurisdiction only.

3. Multiple distributions

An issuer may use one report for multiple distributions occurring within 10 days of each other, provided the report is filed on or before the 10th day following the first distribution date. However, an investment fund issuer that is relying on the exemptions set out in subsection 6.2(2) of NI 45-106 may file the report annually in accordance with that subsection.

4. References to purchaser

References to a purchaser in this form are to the beneficial owner of the securities.

However, if a trust company, trust corporation, or registered adviser described in paragraph (p) or (q) of the definition of “accredited investor” in section 1.1 of NI 45-106 has purchased the securities on behalf of a fully managed account, provide information about the trust company, trust corporation or registered adviser only; do not include information about the beneficial owner of the fully managed account.

Joint purchasers may be treated as one purchaser for the purposes of Item 7(f) of this form.

5. References to issuer

References to “issuer” in this form include an investment fund issuer and a non-investment fund issuer, unless otherwise specified.

6. Investment fund issuers

If the issuer is an investment fund, complete Items 1-3, 6-8, 10, 11 and Schedule 1 of this form.

7. Mortgage investment entities

If the issuer is a mortgage investment entity, complete all applicable items of this form other than Item 6.

8. Language

The report must be filed in English or in French. In Québec, the issuer or underwriter must comply with linguistic rights and obligations prescribed by Québec law.

9. Currency

All dollar amounts in the report must be in Canadian dollars. If the distribution was made or any compensation was paid in connection with the distribution in a foreign currency, convert the currency to Canadian dollars using the daily exchange rate of the Bank of Canada on the distribution date. If the distribution date occurs on a date when the daily exchange rate of the Bank of Canada is not available, convert the currency to Canadian dollars using the most recent daily exchange rate of the Bank of Canada available before the distribution date. For investment funds in continuous distribution, convert the currency to Canadian dollars using the average daily exchange rate of the Bank of Canada for the distribution period covered by the report.

If the distribution was not made in Canadian dollars, provide the foreign currency in Item 7(a) of the report.

10. Date of information in report

Unless otherwise indicated in this form, provide the information as of the distribution end date.

11. Date of formation

For the date of formation, provide the date on which the issuer was incorporated, continued or organized (formed). If the issuer resulted from an amalgamation, arrangement, merger or reorganization, provide the date of the most recent amalgamation, arrangement, merger or reorganization.

12. Security codes

Wherever this form requires disclosure of the type of security, use the following security codes:

Securitycode	Securitytype	Securitytype
BND	Bonds
CER	Certificates_(including pass-through certificates, trust certificates)_
CMS	Common shares
CVD	Convertible debentures
CVN	Convertible notes
CVP	Convertiblepreferred shares
DCT	Digital coins or tokens
DEB	Debentures
DRS	Depositoryreceipts_(such as American or Global depository receipts/shares)_
FTS	Flow-through shares
FTU	Flow-through units
LPU	Limitedpartnershipunits and limitedpartnershipinterests_(including capital commitments)_
MTG	Mortgages_(other than syndicated mortgages)_
NOT	Notes_(include all types of notes except convertible notes)_
OPT	Options
PRS	Preferred shares
RTS	Rights
SMG	Syndicated mortgages
SUB	Subscription receipts
UBS	Units of bundled securities_(such as a unit consisting of a common share and a warrant_	)
UNT	Units_(exclude units of bundled securities, include trust units and mutualfund units)_
WNT	Warrants_(including special warrants)_
OTH	Other securities not included above_(if selected, provide details of security type in Item 7d)_

13. Distributions by more than one issuer of a single security

If two or more issuers distributed a single security, provide the full legal names of the co-issuers in Item 3.

B. Terms used in the form

1. For the purposes of this form:

“designated foreign jurisdiction” means Australia, France, Germany, Hong Kong, Italy, Japan, Mexico, the Netherlands, New Zealand, Singapore, South Africa, Spain, Sweden, Switzerland or the United Kingdom of Great Britain and Northern Ireland;

“eligible foreign security” means a security offered primarily in a foreign jurisdiction as part of a distribution of securities in either of the following circumstances:

(a) the security is issued by an issuer
- (i) that is incorporated, formed or created under the laws of a foreign jurisdiction,
- (ii) that is not a reporting issuer in a jurisdiction of Canada,
- (iii) that has its head office outside of Canada, and
- (iv) that has a majority of the executive officers and a majority of the directors ordinarily resident outside of Canada;
(b) the security is issued or guaranteed by the government of a foreign jurisdiction;
“foreign public issuer” means an issuer where any of the following apply:
(a) the issuer has a class of securities registered under section 12 of the 1934 Act;
(b) the issuer is required to file reports under section 15(d) of the 1934 Act;
(c) the issuer is required to provide disclosure relating to the issuer and the trading in its securities to the public, to security holders of the issuer or to a regulatory authority and that disclosure is publicly available in a designated foreign jurisdiction;

“legal entity identifier” means a unique identification code assigned to the person

(a) in accordance with the standards set by the Global Legal Entity Identifier System, or
(b) that complies with the standards established by the Legal Entity Identifier Regulatory Oversight Committee for pre-legal entity identifiers;
“NRD” means National Registration Database;

“permitted client” has the same meaning as in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations ;

“SEDAR profile” means a filer profile required under section 5.1 of National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR) .

2. For the purposes of this form, a person is connected with an issuer or an investment fund manager if either of the following applies:

(a) one of them is controlled by the other;
(b) each of them is controlled by the same person.

Form 45-106F1 Report of Exempt Distribution

I TEM 1 – R EPORT T YPE

X New report Amended report If amended, provide filing date of report that is being amended. (YYYY-MM-DD)

I TEM 2 – P ARTY C ERTIFYING THE R EPORT

Indicate the party certifying the report (select only one). For guidance regarding whether an issuer is an investment fund, refer to section 1.1 of National Instrument 81-106 Investment Fund Continuous Disclosure and the companion policy to NI 81-106.

Investment fund issuer

X Issuer (other than an investment fund) Underwriter

I TEM 3 – I SSUER N AME AND O THER I DENTIFIERS

Provide the following information about the issuer, or if the issuer is an investment fund, about the fund.

GR SILVER MINING LTD. Previous full legal name If the issuer’s name changed in the last 12 months, provide most recent previous legal name. Website www.grsilvingminng.com (if applicable) If the issuer has a legal entity identifier, provide below. Refer to Part B of the Instructions for the definition of “legal entity identifier”. Legal entity identifier

If two or more issuers distributed a single security, provide the full legal name(s) of the co-issuer(s) other than the issuer named above.

Full legal name(s) of co-issuer(s) (if applicable)

I TEM 4 – U NDERWRITER I NFORMATION

If an underwriter is completing the report, provide the underwriter’s full legal name and firm NRD number.

Full legal name

Firm NRD number (if applicable)

If the underwriter does not have a firm NRD number, provide the head office contact information of the underwriter. Street address Municipality Province/State Country Postal code/Zip code Telephone number Website (if applicable)

I TEM 5 – I SSUER I NFORMATION

If the issuer is an investment fund, do not complete Item 5. Proceed to Item 6.

a) Primary industry

Provide the issuer’s North American Industry Classification Standard (NAICS) code (6 digits only) that in your reasonable judgment most closely corresponds to the issuer’s primary business activity.

NAICS industry code 2 1 2 2 2 0

If the issuer is in the mining industry , indicate the stage of operations. This does not apply to issuers that provide services to issuers operating in the mining industry. Select the category that best describes the issuer’s stage of operations.

X Exploration Development Production Is the issuer’s primary business to invest all or substantially all of its assets in any of the following? If yes, select all that apply. Mortgages Real estate Commercial/business debt Consumer debt Private companies Cryptoassets b) Number of employees Number of employees: 0 – 49 50 – 99 X 100 – 499 500 or more c) SEDAR profile number Does the issuer have a SEDAR profile? No X Yes If yes, provide SEDAR profile number 0 0 0 4 0 1 4 9 If the issuer does not have a SEDAR profile complete Item 5(d) – (h).

d) Head office address	d) Head office address	d) Head office address	d) Head office address
Street address													Province/State
Municipality											Postal code/Zip code
Country											Telephone number
e) Date of formation and financialyear-end

Date of formation								Financial year-end
			YYYY MM DD										MM	DD
f) Reportingissuer status
Is the issuer a reporting issuer in any jurisdiction of Canada?								No		Yes
If yes, select the jurisdictions of			Canada in which the issuer is		a reporting issuer.
All	AB			BC MB			NB		NL				NT
NS	NU			ON PE			QC		SK				YT
g) Public listingstatus
If the issuer has a CUSIP number, provide below (first 6 digits					only).
CUSIP number
If the issuer is publicly listed, provide the name of the exchange						on which the issuer’s equity securities primarily trade. Provide only the name of an
exchange and not a trading		facility such as, for example, an automated trading							system.
Exchange name
h) Size of issuer’s assets
Select the size of the issuer’s assets based on its most recently available annual financial statements (Canadian $). If the issuer has not prepared
annual financial statements		for	its first financial year, provide the size of the issuer’s assets at									the distribution end date.
$0 to under $5M				$5M to under $25M							$25M		to under $100M
$100M to under $500M				$500M to under $1B							$1B	or over

I TEM 6 – I NVESTMENT F UND I SSUER I NFORMATION

If the issuer is an investment fund, provide the following information.

a) Investment fund manager information Full legal name Firm NRD Number (if applicable) If the investment fund manager does not have a firm NRD number, provide the head office contact information of the investment fund manager. Street Address Municipality Province/State Country Postal code/Zip code Telephone number Website (if applicable) b) Type of investment fund Type of investment fund that most accurately identifies the issuer (select only one). Money market Equity Fixed income Balanced Alternative strategies Cryptoasset Other (describe) Indicate whether one or both of the following apply to the investment fund. Invests primarily in other investment fund issuers Is a UCITs Fund[1] 1Undertaking for the Collective Investment of Transferable Securities funds (UCITs Funds) are investment funds regulated by the European Union (EU) directives that allow collective investment schemes to operate throughout the EU on a passport basis on authorization from one member state.

c) Date of formation and financialyear-end of the investment fund	c) Date of formation and financialyear-end of the investment fund	c) Date of formation and financialyear-end of the investment fund	c) Date of formation and financialyear-end of the investment fund	c) Date of formation and financialyear-end of the investment fund

Date of formation				Financial year-end
YYYY MM DD								MM	DD
d) Reportingissuer status of the investment fund
Is the investment fund a reporting issuer in any jurisdiction of Canada?				No		Yes
If yes, select the jurisdictions of Canada in which the investment	fund is a reporting issuer.
All AB BC MB				NB		NL		NT
NS NU ON PE				QC		SK		YT
e) Public listingstatus of the investment fund
If the investment fund has a CUSIP number, provide below (first	6 digits	only).
CUSIP number
If the investment fund is publicly listed, provide the name of the	exchange		on	which the	investment fund’s		securities		primarily trade.		Provide only
the name of an exchange and not a trading facility such as, for example, an automated					trading system.
Exchange name
f) Net asset value(NAV)of the investment fund
Select the NAV range of the investment fund as of the date of the most recent NAV calculation (Canadian							$).
$0 to under $5M $5M to under $25M			$25M to under $100M
$100M to under $500M $500M to under $1B			$1B or over			Date of NAV calculation:
										YYYY	MM	DD

I TEM 7 – I NFORMATION A BOUT THE D ISTRIBUTION

If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include in Item 7 and Schedule 1 information about purchasers resident in that jurisdiction of Canada only. Do not include in Item 7 securities issued as payment of commissions or finder’s fees in connection with the distribution, which must be disclosed in Item 8. The information provided in Item 7 must reconcile with the information provided in Schedule 1 of the report. a) Currency

Select the currency or currencies in which the distribution was made. All dollar amounts provided in the report must be in Canadian dollars.

X Canadian dollar US dollar Euro Other (describe) b) Distribution date(s) State the distribution start and end dates. If the report is being filed for securities distributed on only one distribution date, provide the distribution date as both the start and end dates. If the report is being filed for securities distributed on a continuous basis, include the start and end dates for the distribution period covered by the report.

Start date 2021 04 27 End date 2021 04 27 YYYY MM DD YYYY MM DD

c) Detailed purchaser information

Complete Schedule 1 of this form for each purchaser and attach the schedule to the completed report.

d) Types of securities distributed

Provide the following information for all distributions reported on a per security basis. Refer to Part A(12) of the Instructions for how to indicate the security code. If providing the CUSIP number, indicate the full 9-digit CUSIP number assigned to the security being distributed.

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If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include in Item 7 and Schedule 1 information about purchasers resident in that jurisdiction of Canada only. Do not include in Item 7 securities issued as payment of commissions or finder’s fees in connection with the distribution, which must be disclosed in Item 8. The information provided in Item 7 must reconcile with the information provided in Schedule 1 of the report.
a) Currency
Select the currency or currencies in which the distribution was made. All dollar amounts provided in the report must be in Canadian dollars. X Canadian dollar US dollar Euro Other (describe)
b) Distribution date(s)
State the distribution start and end dates. If the report is being filed for securities distributed on only one distribution date, provide the distribution date as both the start and end dates. If the report is being filed for securities distributed on a continuous basis, include the start and end dates for the distribution period covered by the report.
Start date										2021		04		27	End date					2021		04		27
YYYY MM DD YYYY MM DD
c) Detailedpurchaser information
*Complete Schedule 1 of this form for each purchaser and attach the schedule to the completed report.*
d) Types of securities distributed
Provide the following information for all distributions reported on a per security basis. Refer to Part A(12) of the Instructions for how to indicate the security code. If providing the CUSIP number, indicate the full 9-digit CUSIP number assigned to the security being distributed.
																					Canadian $
	Security code				CUSIP number (if applicable)						Description of security							Number of securities			Single or lowest price			Highest price	Total amount
	U	B	S								Units each comprised of 1 common share and ½warrant							19,550,000			0.59			0.59	$11,534,500

e) Details of rights and convertible/exchangeable securities
If any rights (e.g. warrants, options) were distributed, provide the exercise price and expiry date for each right. If any convertible/exchangeable securities were distributed, provide the conversion ratio and describe any other terms for each convertible/exchangeable security. Convertible / exchangeable security code Underlying security code Exercise price (Canadian$) Expiry date (YYYY-MM-DD) Conversion ratio Describe other terms (if applicable) Lowest Highest U B S W T N 0.74 0.74 2023-04-27 1:1 Subject to acceleration at company’s discretion if closing VWAP equals or exceeds $1.30for60 consecutive trading days
	Convertible / exchangeable security code					Underlying security code					Exercise price (Canadian$)					Expiry date (YYYY-MM-DD)	Conversion ratio				Describe other terms (if applicable)
											Lowest		Highest
	U	B		S		W	T		N		0.74		0.74			2023-04-27	1:1				Subject to acceleration at company’s discretion if closing VWAP equals or exceeds $1.30for60 consecutive trading days

f) Summaryof the distribution by jurisdiction and exemption
State the total dollar amount of securities distributed and the number of purchasers for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides and for each exemption relied on in Canada for that distribution. However, if an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include distributions to purchasers resident in that jurisdiction of Canada only. This table requires a separate line item for: (i) each jurisdiction where a purchaser resides, (ii) each exemption relied on in the jurisdiction where a purchaser resides, if a purchaser resides in a jurisdiction of Canada, and (iii) each exemption relied on in Canada, if a purchaser resides in a foreign jurisdiction. Forjurisdictions within Canada, state theprovince or territory, otherwise state the country.
	Province or country							Exemption relied on											Number of unique purchasers2a				Total amount (Canadian $)
	BC							s2.3 of NI 45-106											4				$970,550.00
	NS							s2.3 of NI 45-106											1				$1,003,000.00
	ON							s2.3 of NI 45-106											20				$4,607,900.00
	QC							s2.3 of NI 45-106											4				$598,850.00
	Australia							BCI 72-503											1				$1,003,000.00
	Belgium							s2.3 of NI 45-106											1				$224,200.00
	Cayman Islands							s2.3 of NI 45-106											2				$2,301,000
	Germany							s2.3 of NI 45-106											1				$94,400.00
	Netherlands							s2.3 of NI 45-106											1				$73,750.00
	Panama							s2.3 of NI 45-106											1				$5,900.00
	Paraguay							s2.3 of NI 45-106											1				$20,650.00
	Switzerland							BCI 72-503											1				$100,300.00

	UK	UK	s2.3 of NI 45-106	s2.3 of NI 45-106	2	$531,000.00
	Total dollar amount of securities distributed					$11,534,500.00
	Total number of uniquepurchasers2b				40
2aIn calculating the number of unique purchasers per row, count each purchaser only once. Joint purchasers may be counted as one purchaser. 2bIn calculating the total number of unique purchasers to which the issuer distributed securities, count each purchaser only once, regardless of whether the issuer distributed multiple types of securities to, and relied on multiple exemptions for, that purchaser.
g) Netproceeds to the investment fund by jurisdiction
If the issuer is an investment fund, provide the net proceeds to the investment fund for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides.3 If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include net proceeds for that jurisdiction of Canada only. For jurisdictions within Canada, state the province or territory, otherwise state the country. Province or country Net proceeds (Canadian $) Total net proceeds to the investment fund
		Province or country		Net proceeds (Canadian $)




		Total net proceeds to the investment fund
3“Net proceeds” means the gross proceeds realized in the jurisdiction from the distributions for which the report is being filed, less the gross redemptions that occurred during the distribution period covered by the report.
h) Offeringmaterials –This section applies onlyinSaskatchewan,Ontario,Québec,New Brunswick and Nova Scotia.
If a distribution has occurred in Saskatchewan, Ontario, Québec, New Brunswick or Nova Scotia, complete the table below by listing the offering materials that are required under the prospectus exemption relied on to be filed with or delivered to the securities regulatory authority or regulator in those jurisdictions. In Ontario, if the offering materials listed in the table are required to be filed with or delivered to the Ontario Securities Commission (OSC), attach an electronic version of the offering materials that have not been previously filed with or delivered to the OSC.

		Description	Date of document or other material (YYYY-MM-DD)		Previously filed with or delivered to regulator? (Y/N)	Date previously filed or delivered (YYYY-MM-DD)
1.
2.
3.

I TEM 8 – C OMPENSATION I NFORMATION

Provide information for each person (as defined in NI 45-106) to whom the issuer directly provides, or will provide, any compensation in connection with the distribution. Complete additional copies of this page if more than one person was, or will be, compensated. Indicate whether any compensation was paid, or will be paid, in connection with the distribution. No X Yes If yes, indicate number of persons compensated. 3 a) Name of person compensated and registration status Indicate whether the person compensated is a registrant. No X Yes If the person compensated is an individual, provide the name of the individual. Full legal name of individual Family name First given name Secondary given names If the person compensated is not an individual, provide the following information. Full legal name of non-individual Beacon Securities Limited Firm NRD number 1 5 5 4 0 (if applicable) Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal. X No Yes b) Business contact information If a firm NRD number is not provided in Item 8(a), provide the business contact information of the person being compensated. Street address Municipality Province/State Country Postal code/Zip code Email address Telephone number c) Relationship to issuer or investment fund manager Indicate the person’s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of “connected” in Part B(2) of the Instructions and the meaning of “control” in section 1.4 of NI 45-106 for the purposes of completing this section. Connected with the issuer or investment fund manager Insider of the issuer (other than an investment fund) Director or officer of the investment fund or investment fund manager Employee of the issuer or investment fund manager X None of the above d) Compensation details

Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer.

suer.
Cash commissions paid	$391,771.01
Value of all securities			Securitycode 1			Securitycode 2			Securitycode 3
distributed as compensation4 $150,450.00 Security codes U B S W T N Describe terms of warrants, options or other rights (1) 255,000 units were issued in lieu of $150,450 cash commission. Each unit is comprised of one CMS and ½ WTN. Each whole WTN is exercise for 1 CMS @ $0.74 until April 27, 2023, subject to acceleration. (2) 919,354 compensation warrants. Each warrant is exerciseable for 1CMS @ $0.59/share until April 27,2023 Other compensation5 0 Describe Total compensation paid $542,221.01	$150,450.00		U	B	S	W	T	N

		(1) 255,000 units were issued in lieu of $150,450 cash commission. Each unit is comprised of one CMS and ½ WTN. Each whole WTN is exercise for 1 CMS @ $0.74 until April 27, 2023, subject to acceleration. (2) 919,354 compensation warrants. Each warrant is exerciseable for 1CMS @ $0.59/share until April 27,2023

Check box if the person will or may receive any deferred compensation (describe the terms below)

4Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire additional securities of the issuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or other rights exercisable to acquire additional securities of

the issuer. 5Do not include deferred compensation.

I TEM 8 – C OMPENSATION I NFORMATION

b) Business contact information

If a firm NRD number is not provided in Item 8(a), provide the business contact information of the person being compensated. Street address Municipality Province/State Country Postal code/Zip code Email address Telephone number

c) Relationship to issuer or investment fund manager

Indicate the person’s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of “connected” in Part B(2) of the Instructions and the meaning of “control” in section 1.4 of NI 45-106 for the purposes of completing this section.

Connected with the issuer or investment fund manager

Insider of the issuer (other than an investment fund)

Director or officer of the investment fund or investment fund manager

Employee of the issuer or investment fund manager

X None of the above

d) Compensation details

Cash commissions paid $210,862.37 Value of all securities Security code 1 Security code 2 Security code 3 distributed as 0 Security codes W T N compensation[4] 394,009 compensation warrants. Each warrant is Describe terms of warrants, options or other rights exerciseable for 1 CMS @ $0.59/share until April 27, 2023 Other compensation[5] 0 Describe Total compensation paid $210,862.37

Check box if the person will or may receive any deferred compensation (describe the terms below)

5Do not include deferred compensation.

I TEM 8 – C OMPENSATION I NFORMATION

b) Business contact information

If a firm NRD number is not provided in Item 8(a), provide the business contact information of the person being compensated. Street address

Municipality Province/State Country Postal code/Zip code Email address Telephone number

c) Relationship to issuer or investment fund manager

Connected with the issuer or investment fund manager

Insider of the issuer (other than an investment fund)

Director or officer of the investment fund or investment fund manager

Employee of the issuer or investment fund manager

X None of the above

d) Compensation details

Cash commissions paid $14,729 Value of all securities Security code 1 Security code 2 Security code 3 distributed as 0 Security codes W T N compensation[4] 25,025 compensation warrants. Each warrant is Describe terms of warrants, options or other rights exerciseable for 1 CMS @ $0.59/share until April 27, 2023 Other compensation[5] 0 Describe Total compensation paid $14,729

Check box if the person will or may receive any deferred compensation (describe the terms below)

5Do not include deferred compensation.

I TEM 9 – DIRECTORS, EXECUTIVE OFFICERS AND PROMOTERS OF THE ISSUER

If the issuer is an investment fund, do not complete Item 9. Proceed to Item 10.

Indicate whether the issuer is any of the following (select the one that applies – if more than one applies, select only one).

X Reporting issuer in any jurisdiction of Canada

Foreign public issuer

Wholly owned subsidiary of a reporting issuer in any jurisdiction of Canada[6] Provide name of reporting issuer

Wholly owned subsidiary of a foreign public issuer[6] Provide name of foreign public issuer

Issuer distributing only eligible foreign securities and the distribution is to permitted clients only[7]

If the issuer is at least one of the above, do not complete Item 9(a) – (c). Proceed to Item 10.

6An issuer is a wholly owned subsidiary of a reporting issuer or a foreign public issuer if all of the issuer’s outstanding voting securities, other than securities that are required by law to be owned by its directors, are beneficially owned by the reporting issuer or the foreign public issuer, respectively.

7Check this box if it applies to the current distribution even if the issuer made previous distributions of other types of securities to non-permitted clients. Refer to the definitions of “eligible foreign security” and “permitted client” in Part B(1) of the Instructions.

If the issuer is none of the above, check this box and complete Item 9(a) – (c).

a) Directors, executive officers and promoters of the issuer

Provide the following information for each director, executive officer and promoter of the issuer. For locations within Canada, state the province or territory, otherwise state the country. For “Relationship to issuer”, “D” – Director, “O” – Executive Officer, “P” – Promoter.

Business location of non-individual or residential jurisdiction of individual	Relationship to issuer (select all that apply)	Relationship to issuer (select all that apply)	Relationship to issuer (select all that apply)
Province or country	D	O	P

b) Promoter information

If the promoter listed above is not an individual, provide the following information for each director and executive officer of the promoter. For locations within Canada, state the province or territory, otherwise state the country. For “Relationship to promoter”, “D” – Director, “O” – Executive Officer.

	Fi i		Residential iii f	Relationship to promoter (select one or both if applicable)	Relationship to promoter (select one or both if applicable)
		Secondary	jursdcton o idiidl
Family name	rst gven name	i
		gven	nvua
		names	Province or country	D	O

c) Residential address of each individual

Complete Schedule 2 of this form providing the full residential address for each individual listed in Item 9(a) and (b) and attach to the completed report. Schedule 2 also requires information to be provided about control persons.

I TEM 10 – C ERTIFICATION

Provide the following certification and business contact information of an officer, director or agent of the issuer or underwriter. If the issuer or underwriter is not a company, an individual who performs functions similar to that of a director or officer may certify the report. For example, if the issuer is a trust, the report may be certified by the issuer's trustee. If the issuer is an investment fund, a director or officer of the investment fund manager (or, if the investment fund manager is not a company, an individual who performs similar functions) may certify the report if the director or officer has been authorized to do so by the investment fund. The certification may be delegated, but only to an agent that has been authorized by an officer or director of the issuer or underwriter to prepare and certify the report on behalf of the issuer or underwriter. If the report is being certified by an agent on behalf of the issuer or underwriter, provide the applicable information for the agent in the boxes below.

If the individual completing and filing the report is different from the individual certifying the report, provide the name and contact details for the individual completing and filing the report in Item 11. The signature on the report must be in typed form rather than handwritten form. The report may include an electronic signature provided the name of the signatory is also in typed form.

Securities legislation requires an issuer or underwriter that makes a distribution of securities under certain prospectus exemptions to file a completed report of exempt distribution.

By completing the information below, I certify, on behalf of the issuer/underwriter/investment fund manager, to the securities regulatory authority or regulator, as applicable, that I have reviewed this report and to my knowledge, having exercised reasonable diligence, the information provided in this report is true and, to the extent required, complete.

Name of issuer/underwriter/ investment fund GR SILVER MINING LTD. manager/agent Full legal name Bailey Blaine Family name First given name Secondary given names Title CFO Telephone number 604-558-6219 Email address [email protected] Signature “Blaine Bailey” Date 2021 05 04 YYYY MM DD

I TEM 11 – C ONTACT P ERSON

Provide the following business contact information for the individual that the securities regulatory authority or regulator may contact with any questions regarding the contents of this report, if different than the individual certifying the report in Item 10.

uestions regarding the contents of this report, if different than the individual certifying the report in Item 10.	uestions regarding the contents of this report, if different than the individual certifying the report in Item 10.	uestions regarding the contents of this report, if different than the individual certifying the report in Item 10.
Same as individual certifying the report Full legal name MacInnes Kathleen Title Lawyer Family name First given name Secondary given names Name of company K MacInnes Law Group Telephone number 604-633-4896 Email address [email protected]
			Lawyer

	K MacInnes Law Group
	604-633-4896 Email address
	604-633-4896	[email protected]

Notice – Collection and use of personal information

The personal information required under this form is collected on behalf of and used by the securities regulatory authority or regulator under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation.

If you have any questions about the collection and use of this information, contact the securities regulatory authority or regulator in the local jurisdiction(s) where the report is filed, at the address(es) listed at the end of this form.

The attached Schedules 1 and 2 may contain personal information of individuals and details of the distribution(s). The information in Schedules 1 and 2 will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested.

By signing this report, the issuer/underwriter confirms that each individual listed in Schedule 1 or 2 of the report who is resident in a jurisdiction of Canada:

a) has been notified by the issuer/underwriter of the delivery to the securities regulatory authority or regulator of the information pertaining to the individual as set out in Schedule 1 or 2, that this information is being collected by the securities regulatory authority or regulator under the authority granted in securities legislation, that this information is being collected for the purposes of the administration and enforcement of the securities legislation of the local jurisdiction, and of the title, business address and business telephone number of the public official in the local jurisdiction, as set out in this form, who can answer questions about the security regulatory authority’s or regulator’s indirect collection of the information, and

b) has authorized the indirect collection of the information by the securities regulatory authority or regulator.

S CHEDULE 1 TO F ORM 45-106F1 (C ONFIDENTIAL P URCHASER INFORMATION )

Schedule 1 must be filed in the format of an Excel spreadsheet in a form acceptable to the securities regulatory authority or regulator.

The information in this schedule will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested.

a) General information (provide only once)

Name of issuer
Certification date (YYYY-MM-DD)

Provide the following information for each purchaser that participated in the distribution. For each purchaser, create separate entries for each distribution date, security type and exemption relied on for the distribution.

b) Legal name of purchaser

If two or more individuals have purchased a security as joint purchasers, provide information for each purchaser under the columns for family name, first given name and secondary given names, if applicable, and separate the individuals’ names with an ampersand. For example, if Jane Jones and Robert Smith are joint purchasers, indicate “Jones & Smith” in the family name column.

Family name
First given name
Secondary given names (if applicable)
Full legal name of non-individual (if applicable)
c) Contact information of purchaser
Residential street address
Municipality
Province/State
Postal code/Zip code
Country
Telephone number
Email address (if available)
d) Details of securities purchased
Date of distribution (YYYY-MM-DD)
Number of securities
Security code
Amount paid (Canadian $)
e) Details of exemption relied on
Rule, section and subsection number
If relying on section 2.3 [ Accredited investor ] of NI 45-106, provide the paragraph number in the definition of “accredited investor” in section 1.1 of NI 45-106 that applies to the purchaser. (select only one – if the purchaser is a permitted client that is not an individual, “NIPC” can be selected instead of the paragraph number)
If relying on section 2.5 [ Family, friends and business associates ] of NI 45-106, provide:
- a. the paragraph number in subsection 2.5(1) that applies to the purchaser (select only one) ; and
- b. if relying on paragraphs 2.5(1)(b) to (i), provide:
  - i. the name of the director, executive officer, control person, or founder of the issuer or affiliate of the issuer claiming a relationship to the purchaser. (Note: if Item 9(a) has been completed, the name of the director, executive officer or control person must be consistent with the name provided in Item 9 and Schedule 2.)
  - ii. the position of the director, executive officer, control person, or founder of the issuer or affiliate of the issuer claiming a relationship to the purchaser.
If relying on subsection 2.9(2) or, in Alberta, New Brunswick, Nova Scotia, Ontario, Québec, or Saskatchewan, subsection 2.9(2.1) [ Offering memorandum ] of NI 45-106 and the purchaser is an eligible investor, provide the paragraph number in the definition of “eligible investor” in section 1.1 of NI 45-106 that applies to the purchaser. ( select only one)

f) Other information

Paragraphs f)1. and f)2. do not apply if any of the following apply:

(a) the issuer is a foreign public issuer;
(b) the issuer is a wholly owned subsidiary of a foreign public issuer;
(c) the issuer is distributing only eligible foreign securities and the distribution is to permitted clients only.
Is the purchaser a registrant? (Y/N)
Is the purchaser an insider of the issuer? (Y/N) (not applicable if the issuer is an investment fund)
Full legal name of person compensated for distribution to purchaser. If a person compensated is a registered firm, provide the firm NRD number only. (Note: the names must be consistent with the names of the persons compensated as provided in Item 8.)

INSTRUCTIONS FOR SCHEDULE 1

Any securities issued as payment for commissions or finder’s fees must be disclosed in Item 8 of the report, not in Schedule 1.

Details of exemption relied on – When identifying the exemption the issuer relied on for the distribution to each purchaser, refer to the rule, statute or instrument in which the exemption is provided and identify the specific section and, if applicable, subsection or paragraph. For example, if the issuer is relying on an exemption in a National Instrument, refer to the number of the National Instrument, and the subsection or paragraph number of the specific provision. If the issuer is relying on an exemption in a local blanket order, refer to the blanket order by number.

For exemptions that require the purchaser to meet certain characteristics, such as the exemption in section 2.3 [ Accredited investor ], section 2.5 [ Family, friends and business associates ] or subsection 2.9(2) or, in Alberta, New Brunswick, Nova Scotia, Ontario, Québec, or Saskatchewan, subsection 2.9(2.1) [ Offering memorandum ] of NI 45-106, provide the specific paragraph in the definition of those terms that applies to each purchaser.

Reports filed under paragraph 6.1(1)(j) [ TSX Venture Exchange offering ] of NI 45-106 – For reports filed under paragraph 6.1(1)(j) [ TSX Venture Exchange offering ] of NI 45-106, Schedule 1 must list the total number of purchasers by jurisdiction only, and is not required to include the name, residential address, telephone number or email address of the purchasers.

S CHEDULE 2 TO F ORM 45-106F1 (C ONFIDENTIAL D IRECTOR, E XECUTIVE O FFICER, P ROMOTER AND C ONTROL P ERSON I NFORMATION )

Schedule 2 must be filed in the format of an Excel spreadsheet in a form acceptable to the securities regulatory authority or regulator.

Complete the following only if Item 9(a) is required to be completed. This schedule also requires information to be provided about control persons of the issuer at the time of the distribution.

a) General information (provide only once)
Name of issuer
Certification date (YYYY-MM-DD)

b) Business contact information of Chief Executive Officer (if not provided in Item 10 or 11 of report)

Email address
Telephone number

c) Residential address of directors, executive officers, promoters and control persons of the issuer

Provide the following information for each individual who is a director, executive officer, promoter or control person of the issuer at the time of the distribution. If the promoter or control person is not an individual, provide the following information for each director and executive officer of the promoter and control person. (Note: names of directors, executive officers and promoters must be consistent with the information in Item 9 of the report, if required to be provided.)

Family name
First given name
Secondary given names
Residential street address
Municipality
Province/State
Postal code/Zip code
Country
Indicate whether the individual is a control person, or a director and/or executive officer of a control person ( if applicable )

d) Non-individual control persons (if applicable)

If the control person is not an individual, provide the following information. For locations within Canada, state the province or territory, otherwise state the country.

Organization or company name
Province or country of business location

Questions:

Refer any questions to:

Alberta Securities Commission

Suite 600, 250 – 5th Street SW Calgary, Alberta T2P 0R4 Telephone: 403-297-6454 Toll free in Canada: 1-877-355-0585 Facsimile: 403-297-2082 Public official contact regarding indirect collection of information: FOIP Coordinator

British Columbia Securities Commission

P.O. Box 10142, Pacific Centre 701 West Georgia Street Vancouver, British Columbia V7Y 1L2 Inquiries: 604-899-6854 Toll free in Canada: 1-800-373-6393 Facsimile: 604-899-6581 Email: [email protected] Public official contact regarding indirect collection of information: FOI Inquiries

The Manitoba Securities Commission

500 – 400 St. Mary Avenue Winnipeg, Manitoba R3C 4K5 Telephone: 204-945-2561 Toll free in Manitoba: 1-800-655-5244 Facsimile: 204-945-0330 Public official contact regarding indirect collection of information: Director

Financial and Consumer Services Commission (New Brunswick)

85 Charlotte Street, Suite 300 Saint John, New Brunswick E2L 2J2 Telephone: 506-658-3060 Toll free in Canada: 1-866-933-2222 Facsimile: 506-658-3059 Email: [email protected] Public official contact regarding indirect collection of information: Chief Executive Officer and Privacy Officer

Government of Newfoundland and Labrador Financial Services Regulation Division

P.O. Box 8700 Confederation Building 2nd Floor, West Block Prince Philip Drive St. John’s, Newfoundland and Labrador A1B 4J6 Attention: Director of Securities Telephone: 709-729-4189 Facsimile: 709-729-6187 Public official contact regarding indirect collection of information: Superintendent of Securities

Government of the Northwest Territories

Office of the Superintendent of Securities P.O. Box 1320 Yellowknife, Northwest Territories X1A 2L9 Telephone: 867-767-9305 Facsimile: 867-873-0243 Public official contact regarding indirect collection of information: Superintendent of Securities

Nova Scotia Securities Commission

Suite 400, 5251 Duke Street Duke Tower P.O. Box 458 Halifax, Nova Scotia B3J 2P8 Telephone: 902-424-7768 Facsimile: 902-424-4625 Public official contact regarding indirect collection of information: Executive Director

Government of Nunavut Department of Justice

Legal Registries Division P.O. Box 1000, Station 570 1st Floor, Brown Building Iqaluit, Nunavut X0A 0H0 Telephone: 867-975-6590 Facsimile: 867-975-6594 Public official contact regarding indirect collection of information: Superintendent of Securities

Ontario Securities Commission

20 Queen Street West, 22nd Floor Toronto, Ontario M5H 3S8 Telephone: 416-593-8314 Toll free in Canada: 1-877-785-1555 Facsimile: 416-593-8122 Email: [email protected] Public official contact regarding indirect collection of information: Inquiries Officer

Prince Edward Island Securities Office

95 Rochford Street, 4th Floor Shaw Building P.O. Box 2000 Charlottetown, Prince Edward Island C1A 7N8 Telephone: 902-368-4569 Facsimile: 902-368-5283 Public official contact regarding indirect collection of information: Superintendent of Securities

Autorité des marchés financiers

800, rue du Square-Victoria, 22e étage C.P. 246, tour de la Bourse Montréal, Québec H4Z 1G3 Telephone: 514-395-0337 or 1-877-525-0337 Facsimile: 514-873-6155 (For filing purposes only) Facsimile: 514-864-6381 (For privacy requests only) Email: [email protected] (For corporate finance issuers); [email protected] (For investment fund issuers) Public official contact regarding indirect collection of information: Corporate Secretary

Financial and Consumer Affairs Authority of Saskatchewan

Suite 601 - 1919 Saskatchewan Drive Regina, Saskatchewan S4P 4H2 Telephone: 306-787-5842 Facsimile: 306-787-5899 Public official contact regarding indirect collection of information: Director

Office of the Superintendent of Securities Government of Yukon

Department of Community Services

307 Black Street, 1st Floor P.O. Box 2703, C-6 Whitehorse, Yukon Y1A 2C6 Telephone: 867-667-5466 Facsimile: 867-393-6251 Email: [email protected] Public official contact regarding indirect collection of information: Superintendent of Securities

AI assistant

GR SILVER MINING LTD. — Regulatory Filings 2021

47384_rns_2021-05-04_33763da4-13dd-4402-a2be-edfb28d4a251.PDF

Form 45-106F1 Report of Exempt Distribution

A. General Instructions

1. Filing instructions

2. Issuers located outside of Canada

3. Multiple distributions

4. References to purchaser

5. References to issuer

6. Investment fund issuers

7. Mortgage investment entities

8. Language

9. Currency

10. Date of information in report

11. Date of formation

12. Security codes

13. Distributions by more than one issuer of a single security

Form 45-106F1 Report of Exempt Distribution

I TEM 2 – P ARTY C ERTIFYING THE R EPORT

I TEM 3 – I SSUER N AME AND O THER I DENTIFIERS

I TEM 4 – U NDERWRITER I NFORMATION

If the issuer is an investment fund, do not complete Item 5. Proceed to Item 6.

If the issuer is an investment fund, provide the following information.

I TEM 7 – I NFORMATION A BOUT THE D ISTRIBUTION

Complete Schedule 1 of this form for each purchaser and attach the schedule to the completed report.

I TEM 8 – C OMPENSATION I NFORMATION

I TEM 8 – C OMPENSATION I NFORMATION

b) Business contact information

c) Relationship to issuer or investment fund manager

d) Compensation details

I TEM 8 – C OMPENSATION I NFORMATION

b) Business contact information

c) Relationship to issuer or investment fund manager

d) Compensation details

I TEM 9 – DIRECTORS, EXECUTIVE OFFICERS AND PROMOTERS OF THE ISSUER

If the issuer is an investment fund, do not complete Item 9. Proceed to Item 10.

If the issuer is at least one of the above, do not complete Item 9(a) – (c). Proceed to Item 10.

b) Promoter information

c) Residential address of each individual

I TEM 10 – C ERTIFICATION

I TEM 11 – C ONTACT P ERSON

Notice – Collection and use of personal information

Schedule 1 must be filed in the format of an Excel spreadsheet in a form acceptable to the securities regulatory authority or regulator.

a) General information (provide only once)

b) Legal name of purchaser

f) Other information

INSTRUCTIONS FOR SCHEDULE 1

Schedule 2 must be filed in the format of an Excel spreadsheet in a form acceptable to the securities regulatory authority or regulator.

b) Business contact information of Chief Executive Officer (if not provided in Item 10 or 11 of report)

c) Residential address of directors, executive officers, promoters and control persons of the issuer

d) Non-individual control persons (if applicable)

Questions:

Alberta Securities Commission

British Columbia Securities Commission

The Manitoba Securities Commission

Financial and Consumer Services Commission (New Brunswick)

Government of Newfoundland and Labrador Financial Services Regulation Division

Government of the Northwest Territories

Nova Scotia Securities Commission

Government of Nunavut Department of Justice

Ontario Securities Commission

Prince Edward Island Securities Office

Financial and Consumer Affairs Authority of Saskatchewan

Office of the Superintendent of Securities Government of Yukon

Department of Community Services

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GR SILVER MINING LTD. Regulatory Filings 2021