Silver Bear Resources Plc — Capital/Financing Update 2021

Feb 5, 2021

Form 51-102F3 Material Change Report MATERIAL CHANGE REPORT UNDER SECTION 7.1 OF NATIONAL INSTRUMENT 51-102

Item 1.

Reporting Issuer

Silver Bear Resources Plc (the “ Company ”) Regis House, 2[nd] Floor 45 King William Street London, England , UK EC4R 9AN

Item 2.

Date of Material Change

The material change took place on 4 February 2021.

• Item 3. Press Release

On 4 February 2021 a news release in respect of the material change described herein was disseminated via GlobeNewswire.

Item 4.

Summary of Material Change

The Company’s wholly-owned subsidiary, Joint Stock Company Prognoz, entered into a loan agreement with SKA Assets, Moscow Branch for a loan in the amount of 750,000,000 rubles (equivalent to approximately C$12,000,000) (the “ Principal ”) with an interest rate of 8.27% per annum, which interest shall accrue on a monthly basis (the “ SKA Asset Loan Agreement ”). The Principal will be due and payable on 31 December 2021.

Item 5.

Full Description of Material Change

The Company’s wholly-owned subsidiary, Joint Stock Company Prognoz, entered into the SKA Asset Loan Agreement with SKA Assets, Moscow Branch for a loan in the amount of 750,000,000 rubles (equivalent to approximately C$12,000,000) = with an interest rate of 8.27% per annum, which interest shall accrue on a monthly basis. The Principal will be due and payable on 31 December 2021. SKA Assets is indirectly owned by Sergey Kolesnikov, who is in turn a majority shareholder of Inflection Management Corporation (“Inflection”), a major shareholder of Silver Bear.

The SKA Asset Loan Agreement has been conditionally approved by the Toronto Stock Exchange (“TSX”).

The SKA Asset Loan Agreement is a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”) because Inflection is a related party of the Company, as its major shareholder. Pursuant to Section 5.7(1)(f) of MI 61-101, the Company is exempt from obtaining minority shareholder approval for the SKA Asset Loan Agreement as a result of the loan being obtained from a related party on reasonable commercial terms that are not less advantageous to the Company

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than if such loan was obtained through an arm’s length lender and having no equity or voting component.

The SKA Asset Loan Agreement was unanimously approved by the independent members of the board of directors of the Company (the “ Board ”). The Board determined that it was beneficial for the Company to secure additional funding in order to complete the flotation upgrade to process the primary sulphide ores expected in the deeper pit and underground operations. After receiving the proposed terms for the SKA Asset Loan Agreement from SKA Assets, the independent members of the Board considered the benefits to the Company of the additional funding and agreed to approve the SKA Asset Loan Agreement.

This material change report is being filed less than 21 days prior to execution of the SKA Asset Loan Agreement, which is consistent with market practice and the Company deems this to be reasonable in the circumstances.

• Item 6. Reliance on subsection 7.(2) or (3) of National Instrument 51-102

The report is not being filed on a confidential basis.

Item 7.

Omitted Information

No information has been omitted.

Item 8.

Executive Officer

For further information please contact: Judy Webster, Corporate Secretary & Investor Relations Manager (416) 453-8818

• Item 9. Date of Report

5 February 2021

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