Silver Bear Resources Plc — Regulatory Filings 2021

Jan 14, 2021

Amended and Restated

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

This amended and restated material change report is being filed to correct (i) references to the maturity dates of certain components of Tranches F, G, H and I of the Facilities Agreement issued by Inflection, which were extended from 31 July 2021 and 20 September 2022, as applicable, to 1 January 2023 , and not to 20 March 2023, and (ii) references to the effective date of the extension, which is 31 December 2020, and not 31 December 2021. This material change report supersedes and replaces the material change report filed on 13 January 2021.

The material change took place on 31 December 2020.

Item 3.

Press Release

On 13 January 2021 a news release in respect of the material change described herein was disseminated via BusinessWire. Subsequently, on 14 January 2021, a news release in respect to the correction of the maturity date was disseminated via BusinessWire.

Item 4.

Summary of Material Change

The Company amended its existing facilities agreement (the “Facilities Agreement”) with Inflection Management Corporation Limited (“Inflection”), a major shareholder of the Company, and Unifirm Limited, an affiliate of A.B. Aterra Resources Ltd., also a major shareholder of the Company. The amendments to the Facilities Agreement (the “Facilities Agreement Amendments”) are effective as of 31 December 2020 and extend the maturity dates of certain components of Tranches F, G, H and I of the Facilities Agreement issued by Inflection from 31 July 2021 and 20 September 2022, as applicable, to 1 January 2023 .

Item 5.

Full Description of Material Change

The Company amended its Facilities Agreement with Inflection, a major shareholder of the Company, and Unifirm Limited, an affiliate of A.B. Aterra Resources Ltd., also a major shareholder of the Company. The Facilities Agreement Amendments are effective as of 31 December 2020 and extend the maturity dates of certain components of Tranches F, G, H and I of the Facilities Agreement issued by Inflection from 31 July 2021 and 20 September 2022, as applicable, to 1 January 2023 .

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The Facilities Agreement Amendments are considered a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”) as a result of paragraph (l) of the definition of “related party transaction”, being a material amendment to the terms of the Facilities Agreement. For the purposes of MI 61-101, Inflection is a related party of the Company since it owned approximately 62.3% of the issued and outstanding shares of the Company as of the date the Facilities Agreement Amendments were agreed to. The Facilities Agreement Amendments are not expected to have an effect on the percentage of securities of the Company beneficially owned or controlled by Inflection, since no securities of the Company are issuable in connection with the Facilities Agreement or the Facilities Agreement Amendments.

The Facilities Agreement Amendments are exempt from the minority shareholder approval requirements of MI 61-101 under Section 5.7(1)(f) as a result of the Facilities Agreement Amendments being an amendment to a loan to the Company (obtained from a related party on reasonable commercial terms that are not less advantageous to the Company than if such credit facility was obtained through an arm’s length lender) that has no equity or voting component.

The Facilities Agreement Amendments were unanimously approved by the independent members of the board of directors of the Company (the “ Board ”). The Board determined that a deferred maturity date for the tranches was in the best interest of the Company during these unprecedented times of the global COVID-19 pandemic. After receiving the proposed terms for the Facilities Agreement Amendments from Inflection, the independent members of the Board considered the benefits to the Company of the maturity date extensions and agreed to approve the Facilities Agreement Amendments.

This material change report is being filed less than 21 days prior to the implementation of the Facilities Agreement Amendments, 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

14 January 2021

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