Regency Silver Corp. — Capital/Financing Update 2025

Sep 5, 2025

{01011968;1}

FORM 51-102F3 – MATERIAL CHANGE REPORT

ITEM 1 Name and Address of Company

Regency Silver Corp. (the “Company”)
Suite 1100, 570 Granville Street
Vancouver, BC V6C 3P1

ITEM 2 Date of Material Change

August 29, 2025

ITEM 3 News Release

A news release announcing the material change was disseminated and subsequently filed under the Company’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR+) at sedarplus.ca on September 3, 2025.

ITEM 4 Summary of Material Changes

On August 29, 2025, the Company closed a brokered private placement (the “Offering”) of 40,000,000 Units (the “Units”) at a price of CDN$0.10 per Unit (the “Issue Price”) for gross proceeds of CDN$4,000,000. Each Unit consists of one common share in the capital of the Company (a “Common Share”) and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional Common Share at an exercise price of CDN$0.20 per share until August 29, 2027.

ITEM 5 Full Description of Material Change

5.1 Full Description of Material Change

On August 29, 2025, the Company closed the Offering of 40,000,000 Units (for gross proceeds of CDN$4,000,000). Each Unit consists of one Common Share and one-half of one Warrant. Each whole Warrant entitles the holder thereof to purchase one additional Common Share at an exercise price of CDN$0.20 per share until August 29, 2027. The Common Shares and Warrants are subject to a hold period ending on December 30, 2025.

Centurion One Capital (the “Agent”) acted as lead agent and sole bookrunner for the Offering. In connection with the Offering, the Company paid to the Agent and certain other brokers aggregate cash commissions of $320,000 and issued 3,200,000 broker warrants (the “Broker Warrants”), each Broker Warrant entitling the holder to acquire a Unit at the Issue Price at any time on or before August 29, 2027. The Company also paid to the Agent 2,000,000 Units as a corporate finance fee.

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Certain insiders of the Company participated in the Offering, acquiring an aggregate of 3,620,000 Units on the same basis as other subscribers. The participation in the Offering by insiders of the Company constitutes a “related party transaction” as such term is defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions in MI 61-101 from the formal valuation and minority shareholder approval requirements. The Company relied on Sections 5.5(a) and 5.7(1)(a) of MI 61-101 for exemptions from the formal valuation and minority shareholder approval requirements under MI 61-101 as neither the fair market value of the Units nor the fair market value of the consideration paid for the Units, insofar as it involves the related parties, is more than 25% of the Company’s market capitalization. The Offering was unanimously approved by the Company’s board of directors.

The Company did not file a material change report more than 21 days prior to the expected date of the closing of the Offering as the Company determined that it was in the best interests of the Company to avail itself of the proceeds and complete the Offering in an expeditious manner.

5.2 Disclosure for Restructuring Transactions

Not applicable.

ITEM 6 Reliance on Subsection 7.1(2) of National Instrument 51-102

This material change report is not being filed on a confidential basis.

ITEM 7 Omitted Information

No information has been omitted on the basis that it is confidential information.

ITEM 8 Executive Officer

The name and telephone number of the executive officer of the Company who is knowledgeable about the material change and the material change report is:

Bruce Bragagnolo, CEO and Executive Chairman, Tel: (604) 417-9517

1406-2984-0921, v. 4

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1406-2984-0921, v. 4

ITEM 9 Date of Report

Dated at Kelowna, BC this 5th day of September, 2025.