Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Silver Elephant Mining Corp. Management Reports 2025

Jul 1, 2025

43875_rns_2025-07-01_a0b8b307-8b0d-46ed-9d98-f1eb3404b5bc.pdf

Management Reports

Open in viewer

Opens in your device viewer

i

img-0.jpeg

SILVER ELEPHANT MINING CORP.

Management’s Discussion and Analysis

For the Year Ended
March 31, 2025

(Expressed in Canadian dollars, except where indicated)

Dated June 30, 2025


Silver Elephant Mining Corp.
Management’s Discussion and Analysis
Year Ended March 31, 2025
(Expressed in Canadian dollars, except where indicated)
^{}[]

Table Of Contents

Profile...1
Discussion Of Operations...3
Liquidity And Capital Resources...14
Related Party Transactions...16
Contingencies...17
Proposed Transactions...17
Critical Accounting Policies And Estimates...17
Changes In Accounting Standards...18
Capital Management...18
Fair Value Measurements And Financial Instruments...19
Additional Information...25


Silver Elephant Mining Corp.

Management's Discussion and Analysis

Year Ended March 31, 2025

(Expressed in Canadian dollars, except where indicated)

This Management's Discussion and Analysis ("MD&A") focuses on significant factors that have affected Silver Elephant Mining Corp. (the "Company", "Issuer", "Silver Elephant" or "ELEF") and its subsidiaries' performance and such factors that may affect its future performance. This MD&A should be read in conjunction with the Company's audited consolidated financial statements and related notes for the year ended March 31, 2025 (the "Annual Financial Statements") which was prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB") and the Company's Annual Information Form ("AIF"), dated June 23, 2025, all of which are available under the Company's SEDAR+ profile at www.sedarplus.ca. The information contained in this MD&A is current to June 30, 2025.

For the purposes of this MD&A, "Financial Position Date" means March 31, 2025, "this quarter" or "current quarter" means the three month period ended March 31, 2025, the "prior year quarter" means the three month period ended March 31, 2024, "this year" or "current year" means the year ended March 31, 2025, and the "prior year" means the year ended March 31, 2024.

The information provided herein supplements but does not form part of the financial statements. Financial information is expressed in Canadian dollars, unless stated otherwise. All references to "$" or "dollars" in this MD&A refer to Canadian dollars. References to "US$" or "USD" refer to United States dollars and "MNT" refer to Mongolian Tugriks. Readers are cautioned that this MD&A contains "forward-looking statements" and that actual events may vary from management's expectations. Readers are encouraged to read the cautionary note contained herein regarding such forward-looking statements. Information on risks associated with investing in the Company's securities are contained in the AIF.

Profile

The Company is incorporated under the laws of the province of British Columbia, Canada. The common shares without par value in the capital of the Company (the "Common Shares") are listed for trading on the Toronto Stock Exchange (the "TSX") under the symbol "ELEF" and on the Frankfurt Stock Exchange under the symbol "1P2" and are quoted on the OTCQB under the symbol "SILEF". The Company maintains its registered and records office at Suite 1008 – 409 Granville Street, Vancouver, British Columbia, Canada, V6C 1T2.

The Company is a mineral exploration company focused on the development of its Pulacayo Paca silver-lead-zinc project located in southwestern Bolivia (the "Pulacayo Paca Project"). The Company is also evaluating strategic acquisitions to expand its portfolio of projects.

The Company also holds an interest in (a) the El Triunfo gold-silver-lead-zinc project in Bolivia (the "Triunfo Project"); (b) the Ulaan Ovoo coal project located in Mongolia; and (c) the Chandgana coal project, located in Mongolia. The Triunfo Project, the Ulaan Ovoo coal project and the Chandgana coal project have all be fully impaired. The Company also had de facto control over CleanTech Vanadium Mining Corp. (formerly Flying Nickel Mining Corp.) ("CleanTech" or "Flying Nickel"), by extension, the Minago nickel property in Canada (the "Minago Project") was also included in the Company's exploration and evaluation assets. The Company ceased to have de facto control over CleanTech as at October 1, 2023, therefore CleanTech and its Minago Project were deconsolidated from the Company's consolidated financial statements effective October 1, 2023 (the "CleanTech Deconsolidation"). In addition, the Company also had de facto control over Nevada Vanadium Mining Corp. ("Nevada Vanadium"), by extension, the Gibellini vanadium property in Nevada, USA (the "Gibellini Project") was also included in the Company's exploration and evaluation assets up until August 16, 2024, the date which CleanTech acquired Nevada Vanadium (see Section "Spin-Off Arrangement").


Silver Elephant Mining Corp.
Management’s Discussion and Analysis
Year Ended March 31, 2025
(Expressed in Canadian dollars, except where indicated)

Overall Performance and Outlook

The following highlights the Company’s overall performance for the periods presented:

Year Ended March 31, 2025 ($) Year Ended March 31, 2024 (Restated) ($) Change
Net loss (9,371,671) (18,024,388) 8,652,717
Net loss attributable to shareholders of the Company (8,228,654) (15,249,919) 7,021,265
Cash used in operating activities (3,598,408) (260,081) (3,338,327)
Cash at end of period 271,838 2,209,099 (1,937,261)
Loss per share attributable to shareholders of the Company – basic and diluted (0.22) (0.47) 0.25

Corporate Updates

The quotation of the Company's common shares was upgraded to the OTCQB in the United States effective July 25, 2024.

The Company held its Annual General & Special meeting of its shareholders on September 25, 2024. More information on voting results is available under the Company’s profile on www.sedarplus.ca.

On October 2, 2024, the Company appointed Alex Bayer as its Chief Legal Officer, to lead all legal matters for the Company.

On October 7, 2024, the Company appointed Sara Knappe as Corporate Secretary to replace Ms. Marion McGrath.

On June 18, 2025, the Company announced that, effective July 1, 2025, Rob Van Drunen will step down as the Company’s Chief Operating Officer for personal reasons.

Spin-off Arrangement

On January 14, 2022, the Company’s share capital was consolidated on the basis of one (1) new Common Share for each ten (10) old Common Shares (the “Consolidation”). All Common Share, warrant, option and per Common Share amounts have been retroactively adjusted.

On January 14, 2022, the Company completed a strategic reorganization of the Company’s business through a statutory plan of arrangement (the “Spin-off Arrangement”) under the Business Corporations Act (British Columbia), dated November 8, 2021. Pursuant to the Spin-off Arrangement, the common shares of the Company were consolidated on a 10:1 basis and each holder of common shares of the Company received in exchange for every 10 pre-consolidation common shares held: (i) one post-consolidation common share of the Company; (ii) one common share of CleanTech; (iii) one common share of Nevada Vanadium; and (iv) two common shares of Oracle Commodity Holding Inc. (“Oracle”) (formerly Battery Metals Royalties Corp. (“Battery Metals”)).

Investment in CleanTech

On August 16, 2024, CleanTech acquired Nevada Vanadium (the “Nevada Vanadium Transaction”). Nevada Vanadium shareholders received one (1) (the “Exchange Ratio”) CleanTech common share (a “CleanTech Share”) for each Nevada Vanadium share held immediately prior to the effective time of the Nevada Vanadium Transaction. All securities of Nevada Vanadium outstanding immediately prior to the effective time of the Nevada Vanadium Transaction were exchanged for securities of CleanTech bearing substantially the same terms as the securities replaced based on the Exchange Ratio.

Nevada Vanadium including its Gibellini Project was deconsolidated from the Company’s consolidated financial statements on August 16, 2024 as a result of the Nevada Vanadium Transaction (the “Nevada Vanadium Deconsolidation”).


Silver Elephant Mining Corp.
Management’s Discussion and Analysis
Year Ended March 31, 2025
(Expressed in Canadian dollars, except where indicated)

3

Discussion Of Operations

Pulacayo Paca Project, Bolivia

The Pulacayo Paca Project is 3,553 hectares of contiguous areas (the “Paca Pulacayo Project Area”) located on the historical Pulacayo mine 18 kilometers east of the town of Uyuni in the Department of Potosí, in southwestern Bolivia. The Pulacayo-Paca Project is located 460 kilometers south-southeast of the national capital of La Paz and 150 kilometers southwest of the City of Potosí, the Department capital. Since October 2023, as part of operating oxide production the Company has developed significant infrastructure to support an open pit operation at the Pulacayo Paca Project. On site infrastructure constructed to date includes access roads, a certified truck scale, office and dispatch rooms, washroom and security facilities.

On October 26, 2020 the Company filed a National Instrument 43-101 compliant independent Technical Report (the “Technical Report”) for the Pulacayo Paca Project titled “Mineral Resource Estimate Technical Report for the Pulacayo Project” prepared by Matthew Harrington, P.Geo., Michael Cullen, P.Geo and Osvaldo Arce, P. Geo. each an independent “Qualified Person” as defined in NI 43-101, with an effective date of September 27, 2023. The Technical Report delineated a resource estimate at the Pulacayo Paca Project.

The Pulacayo Paca Project Area is made up of eight concessions in total: one concession held directly by the Company which covers 750 hectares (the “Apurudita Area”) of the Paca Pulacayo Project Area and seven concessions covering 2,803 hectares (the “MPC Area”) held through temporary permits and a Mining Production Contract (“MPC”) dated October 3, 2019 with the Corporacion Minera de Bolivia (“Comibol”). To maintain the Apurudita Area concession in good standing, the Company must make certain annual payments. The Apurudita Claim Area concession permits the Company to explore and develop the Apurudita Area. The MPC grants, once approved by the Plurinational Legislative Assembly, the Company exploration rights and an exclusive right to develop the MPC Area for up to 30 years. As at the Financial Position Date, approval has not yet been received.

In December 2024, the Company received a notice of cancellation (the “Notice of Cancellation”) of the MPC from Comibol citing alleged illegal mining. The Company maintains that it has operated in full compliance under the MPC and received proper authorizations for its activities in the MPC Area. The Company remains committed to the development path for the Pulacayo Paca Project and has filed certain applications and appeals in Bolivia to reverse the Notice of Cancellation. The Notice of Cancellation does not affect the Apurudita Area.

The Company views its social license as integral to the development of the Pulacayo Paca Project. The Company actively engages with the local communities, keeping them up to date with regular town hall meetings, funding local infrastructure projects and providing community members with employment opportunities. In October 2023, the Company’s subsidiaries in Bolivia signed a Cooperation Agreement with several local communities whereby the Company committed to active community engagement and the communities provided the Company with authorization to mine the Pulacayo Paca Project Area.

The Company’s objectives in 2025 at the Pulacayo Paca Project are:

  • Advance open pit operations at the Apurudita Area;
  • Complete the appeal process relating to the Notice of Cancellation;
  • Generate cash flow and metallurgical data from the Sulphide Tunnel Project (as defined below);
  • Develop a 3D geological model incorporating collected metadata;
  • Design a drill program to test high priority targets identified through modeling and IP mapping;
  • Advance production and processing permitting; and
  • Maintain social license through continued pro active community engagement.

Oxide Production

The Company has mined and shipped to the APM Group (defined below) 273,815 wet tonnes of silver-bearing oxide materials grading $191\mathrm{g / t}$ silver, which is 1,681,440 oz of silver based on reported government tax records, since Paca’s operation began in October 2023. The table below summarizes production:


Silver Elephant Mining Corp.
Management’s Discussion and Analysis
Year Ended March 31, 2025
(Expressed in Canadian dollars, except where indicated)

Tonnes Grade (g/t)
October 2023 4,501 243
November 2023 7,264 156
December 2023 19,074 145
January 2024 4,283 146
March 2024 15,809 182
April 2024 20,894 195
May 2024 25,992 180
June 2024 29,280 175
July 2024 27,039 185
August 2024 22,669 193
September 2024 28,879 191
October 2024 31,693 268
November 2024 24,180 256
December 2024 12,258 157
Total 273,815 191

In December 2024, the Company paused oxide production due to the permitting uncertainty created by the Notice of Cancellation and the MSA and SPA Termination (as defined below).

Sulphide

On July 8, 2024, the Company announced its intention to begin mining of sulphide materials at the Pulacayo Paca Project (the “Sulphide Tunnel Project”). The Company continues construction on the access tunnel to the sulphide zone in the Apurudita Area with the intent to extract approximately 10,000 tonnes of mineralized material. The objective of the Sulphide Tunnel Project is to generate cashflow, refine the metallurgy and verify the resource model. The Sulphide Tunnel Project is not impacted by the Notice of Cancellation or the MSA and SPA Termination (as defined below).

On June 10, 2025, the Company announced that tunnel development at the Sulphide Tunnel Project reached the first production stope access. Further details are included in the respective press release available on the Company’s website.

Exploration

On May 21, 2024 the Company announced that it had identified multiple occurrences of gallium (Ga) and indium (In) in selected drill core at its Pulacayo-Paca Project. Further details are included in the May 21, 2024 press release available on the Company’s website.

On June 12, 2024, the Company announced the commencement of a diamond drilling program at the Pulacayo Paca Project. The initial drilling program consists of drilling 24 holes totaling 1,500 meters to test and confirm continuity of oxide mineralization at depth in the Paca north area. Further details are included in the June 12, 2024 press release available on the Company’s website.

On July 2, 2024, the Company reported gallium and indium assay results from selected drill core at its Pulacayo-Paca Project. Further details are included in the July 2, 2024 press release available on the Company’s website.

On July 22, 2024, August 7, 2024, and September 11, 2024, the Company announced diamond drill results from the Pulacayo Paca Project. Further details are included in the respective press releases available on the Company’s website.

Master Services Agreement and Sales and Purchase Agreement

On September 11, 2023, the Company entered into a sales and purchase agreement (the “SPA”) with Andean Precious Metals Corp. (“APM”) and its subsidiary (together “APM Group”), for the sale of up to 800,000 tonnes (the “SPA Quantity”) of silver-bearing oxide materials from the Company’s Paca property. In addition, the Company entered into a master services agreement (the “MSA”) with APM Group to provide expertise in mining operations, community relations, logistics and access to technical and geological information, in exchange for APM Group agreeing to pay the Company an aggregate of $7,177,500 (US$5,000,000) (the MSA


Silver Elephant Mining Corp.
Management’s Discussion and Analysis
Year Ended March 31, 2025
(Expressed in Canadian dollars, except where indicated)

Payments”) in installments, of which $4,286,358 (US$3,150,000) has been received.

In connection with the MSA, shares of ISMC, Apogee Bolivia, ASC Bolivia and ASC Holdings are held in escrow. These shares will be released upon the earlier of:

(a) the escrow agent receiving a joint written notice from Silver Elephant and APM; or
(b) the escrow agent receives a written direction or decision of a duly appointed arbitrator or court of competent jurisdiction in each case pursuant to the dispute resolution mechanisms provided for in the MSA directing the escrow agent to release the shares.

On December 30, 2024, the Company terminated the MSA and SPA (the “MSA and SPA Termination”) as a result of APM Group’s failure to pay a $1,435,500 (US$1,000,000) bonus payment based on silver price reaching a certain threshold (the “First Additional Consideration”). The First Additional Consideration became due once the London Bullion Market Association silver spot price averaged over US$28 per oz for the previous 260 trading-day interval. The Company maintains that the First Additional Consideration is payable and is pursuing appropriate recourse. As of the date of this MD&A the dispute is ongoing.

Triunfo Project, Bolivia

The Triunfo Project area covers approximately 256 hectares located in the La Paz Department, which is located about 75 kilometers to the east of the city of La Paz, Bolivia. The Triunfo Project has access to power and water and is accessible by road year-round. The Triunfo Vendor (defined below) maintains a positive relationship with the local community.

On July 10, 2020, the Company entered into an agreement (the “Triunfo Agreement”) with a third party (the “Triunfo Vendor”) for the right to conduct mining exploration activities (the “Exploration Right”) within the El Triunfo gold-silver-lead-zinc project in La Paz District, Bolivia (the “Triunfo Project”) and the right, at the Company’s election, to purchase the Triunfo Project for $1,435,500 (US$1,000,000) (the “Purchase Right” and together with the Exploration Right, the “Triunfo Rights”).

On April 8, 2025, the Company entered into an option assignment agreement with CleanTech pursuant to which the Company proposes to assign its rights in and to the Triunfo Agreement to CleanTech in exchange for $155,000 (received). Closing of this transaction is subject to the satisfaction of certain conditions precedent thereto including, without limitation, satisfactory completion of due diligence in respect of the Triunfo Project by CleanTech, the receipt of the requisite regulatory and stock exchange approvals by each of Silver Elephant and CleanTech, and the execution of an amendment to the Triunfo Agreement in form and substance acceptable to CleanTech. CleanTech has provided Silver Elephant with a refundable deposit in the amount of $155,000 which such deposit shall be repaid in the event the Transaction is not completed by December 31, 2025 or if the Option Assignment Agreement is otherwise terminated.

The Purchase Right can be exercised at any time after the Triunfo Vendor completes the required Bolivian administrative procedures for the Triunfo Project until July 13, 2025 or such further period as the parties may agree. To secure the Triunfo Rights, the Company paid the Triunfo Vendor $135,676 (US$100,000) upon execution of the Triunfo Agreement. Until the Company exercises its Purchase Right, beginning in 2021 the Company must pay the Triunfo Vendor $71,775 (US$50,000) on June 15 of each year to maintain the Triunfo Rights. The Company may elect to terminate the Triunfo Agreement at any time. If the Company exercises the Purchase Right, the Triunfo Vendor will maintain up to a 5% interest of the profits, net of taxes and royalties, derived from the sale of concentrate produced from the Triunfo Project (the “Residual Interest”).

If the Company exercises the Purchase Right, the Company may reduce some or all of the Residual Interest at any time by making a lump sum payment to the Triunfo Vendor at any time to reduce some or all of the Residual Interest as follows:

  • the Residual Interest may be extinguished for $430,650 (US$300,000);
  • the Residual Interest may be reduced by 4% for $358,875 (US$250,000);
  • the Residual Interest may be reduced by 3% for $287,100 (US$200,000);
  • the Residual Interest may be reduced by 2% for $215,325 (US$150,000); or
  • the Residual Interest may be reduced by 1% for $143,550 (US$100,000).

Silver Elephant Mining Corp.
Management’s Discussion and Analysis
Year Ended March 31, 2025
(Expressed in Canadian dollars, except where indicated)

During the year ended March 31, 2025, the Company recorded an impairment charge of $71,985 related to the Triunfo Project. As at the Financial Position Date, the Triunfo Project was impaired to $1.

Gibellini Project, USA

The Gibellini vanadium project (the “Gibellini Project”) is comprised of the Gibellini, Bisoni and Louie Hill vanadium deposits and associated claims located in the State of Nevada, USA.

On August 16, 2024, CleanTech acquired Nevada Vanadium and its Gibellini Project.

Royalty Interests

On January 14, 2022, under the terms of the Spin-off Arrangement, Oracle acquired certain mineral property net smelter royalty agreements (“Transferred Royalties”). No value was attributed to these royalties at the time.

The Transferred Royalties included the following:

(a) Titan Royalty Agreement

Oracle will receive a two per cent (2%) royalty on all mineral products produced from certain mineral claims and leases in Manitoba relating to Silver Elephant’s former Titan project after the commencement of commercial production if the V205 Vanadium Pentoxide Flake 98% price per pound exceeds US$12.00.

On August 4, 2023, Silver Elephant assigned its Titan Project to which the Titan Royalty Agreement relates to, to a third party.

On August 4, 2023, Oracle granted to a third party, the right to acquire the Titan NSR at any time, for $1,000,000 in cash. The third party paid Oracle $5,000 as consideration for this right.

(b) Minago Royalty Agreement

Oracle will receive a two per cent (2%) royalty on all mineral products produced from certain mineral claims and leases from the Minago Project in Manitoba after the commencement of commercial production if the average price per pound of nickel exceeds US$15.

(c) Gibellini Royalty Agreement

The Gibellini Project is located near Eureka in Nevada’s Battle Mountain region. The Gibellini Project is made up of 547 unpatented lode claims held directly by CleanTech (the “Gibellini Claim Area”) and 40 unpatented lode claims held through a long-term lease agreement (the “Gibellini Lease Area”). The Gibellini Project hosts three separate vanadium deposits each with a 43-101 compliant resource estimate.

The Gibellini Claim Area is subject to a royalty payable to Oracle. CleanTech is to pay, among other things, in each fiscal quarter where the average price per pound of V205 Vanadium Pentoxide Flake 98% as reported on the nominated metals exchange exceeds US$12, a royalty equal to 2% of returns in respect of all mineral products produced from the Gibellini Claim Area after the commencement of commercial production. On March 3, 2025, the Company entered into an amended agreement with CleanTech to remove an underlying threshold price to trigger royalty payments in exchange for $200,000, of which $75,000 has been paid and $125,000 to be paid upon V205 Vanadium Pentoxide Flake 98% price exceeds US$12 per pound for 180 consecutive days.

The Gibellini Lease Area also subject a second royalty payable to Oracle on substantially the same terms as the Gibellini Claim Area Royalty and together with the Gibellini Claim Area Royalty.


Silver Elephant Mining Corp.
Management’s Discussion and Analysis
Year Ended March 31, 2025
(Expressed in Canadian dollars, except where indicated)

Exploration and Evaluation Assets

The table below is a summary of the Company’s exploration and evaluation assets:

Bolivia Canada USA
Pulacayo Paca ($) Triunfo ($) Minago ($) Gibellini ($) Total ($)
Balance, April 1, 2023 22,542,977 1,268,538 22,402,786 18,693,280 64,907,581
Licenses, tax and permits 14,359 3,003 132,917 37,297 187,576
Geological and consulting 422,516 413 - 110,653 533,582
Feasibility study - - 47,297 19,917 67,214
Exploration and drilling - - 114,409 - 114,409
Royalties - - - 269,930 269,930
Personnel, camp and general 322,920 1,450 174,005 37,311 535,686
Proceeds from MSA (431,158) - - - (431,158)
Impairment - (1,235,460) - - (1,235,460)
Deconsolidation of CleanTech - - (22,871,414) - (22,871,414)
Foreign exchange 192,586 (37,943) - 20,922 175,565
Balance, March 31, 2024 23,064,200 1 - 19,189,310 42,253,511
Licenses, tax and permits 3,031 73,929 - 16,389 93,349
Geological and consulting 462,782 310 - 6,862 469,954
Feasibility study - - - 4,334 4,334
Exploration and drilling 11,913 - - - 11,913
Personnel, camp and general 532,377 - - 1,693 534,070
Proceeds from MSA (2,650,929) - - - (2,650,929)
Impairment - (71,985) - - (71,985)
Foreign exchange 562,786 (2,254) - 190,640 751,172
Deconsolidation of Nevada Vanadium - - - (19,409,228) (19,409,228)
Balance, March 31, 2025 21,986,160 1 - - 21,986,161

Mongolia Tax Dispute and Restatement

During the year ended March 31, 2025, the Company has identified an error in relation to taxes payable with respect to the transfer of certain licenses of its Ulaan Ovoo project from one wholly owned subsidiary to another wholly owned subsidiary (the "Ulaan Ovoo License Transfer").

On September 11, 2024, the Company received a tax notice of assessment of $26,226,754 (63,787,924,960 Mongolian Tugriks) (the "Ulaan Ovoo Tax Assessment") from Mongolia's Capital City Tax Office ("CCTO") in connection with the Ulaan Ovoo License Transfer. The Ulaan Ovoo Tax Assessment is comprised of: 1) $13,066,830 (31,780,752,566 Mongolian Tugriks) related to corporate income tax ("CIT") and related penalties and interest, and 2) $13,159,924 (32,007,172,394 Mongolian Tugriks) related to value added tax ("VAT") and related penalties and interest. The Ulaan Ovoo License Transfer was completed on January 5, 2022. Prior to the completion of the Ulaan Ovoo License Transfer, the Company sought tax clarifications and on October 11, 2021 received confirmation from Mongolia's Large Taxpayer's Office ("LTPO") confirming the Ulaan Ovoo License Transfer would not be subject to CIT as the ultimate owner of the subsidiaries affected by the Ulaan Ovoo License Transfer remain unchanged. The Company is also of the opinion VAT should not apply to the Ulaan Ovoo License Transfer as there was no consideration transferred to and received by the applicable subsidiaries, and treatment of such would generally follow the same treatment as CIT. Accordingly, the Company filed a dispute for the Ulaan Ovoo Tax Assessment on October 18, 2024. There can be no assurance the Company will be successful in this dispute.

The LTPO and CCTO are sister offices both reporting directly to the Deputy Commissioner of the General Department of Taxation of Mongolia.

The Company's consolidated financial statements have been restated for the year ended March 31, 2024 to record the applicable


Silver Elephant Mining Corp.
Management’s Discussion and Analysis
Year Ended March 31, 2025
(Expressed in Canadian dollars, except where indicated)

Ulaan Ovoo Tax Assessment.

As a result of the above, the Company restated its consolidated financial statements as follows:

Consolidated Statements of Financial Position

| | Original
March 31, 2024
($) | Ulaan Ovoo
Tax
Assessment
($) | Restated
March 31, 2024
($) |
| --- | --- | --- | --- |
| Liabilities | | | |
| Provision for Mongolia tax dispute | - | 24,454,707 | 24,454,707 |
| Total current liabilities | 10,903,584 | 24,454,707 | 35,358,291 |
| Total liabilities | 15,435,430 | 24,454,707 | 39,890,137 |
| Shareholders’ Equity | | | |
| Accumulated other comprehensive income | 530,098 | (802,875) | (272,777) |
| Deficit | (226,913,916) | (23,651,832) | (250,565,748) |
| Equity attributable to equity holders of parent | 21,925,296 | (24,454,707) | (2,529,411) |
| Total equity | 35,304,353 | (24,454,707) | 10,849,646 |
| | Original
March 31, 2023
($) | Ulaan Ovoo
Tax
Assessment
($) | Restated
March 31, 2023
($) |
| Liabilities | | | |
| Provision for Mongolia tax dispute | - | 14,849,662 | 14,849,662 |
| Total current liabilities | 8,716,211 | 14,849,662 | 23,565,873 |
| Total liabilities | 10,768,831 | 14,849,662 | 25,618,493 |
| Shareholders’ Equity | | | |
| Accumulated other comprehensive income | 463,740 | 90,296 | 554,036 |
| Deficit | (220,375,871) | (14,939,958) | (235,315,829) |
| Equity attributable to equity holders of parent | 28,367,367 | (14,849,662) | 13,517,705 |
| Total equity | 61,808,387 | (14,849,662) | 46,958,725 |

As a result of the above, the Company restated its consolidated financial statements as follows:


Silver Elephant Mining Corp.
Management’s Discussion and Analysis
Year Ended March 31, 2025
(Expressed in Canadian dollars, except where indicated)

Consolidated Statements of Comprehensive Loss

Original Year Ended March 31, 2024 ($) Ulaan Ovoo Tax Assessment ($) Restated Year Ended March 31, 2024 ($)
Other items
Ulaan Ovoo Tax Assessment - (5,971,792) (5,971,792)
Ulaan Ovoo Tax Assessment Interest - (2,740,082) (2,740,082)
Net loss for the year (9,312,514) (8,711,874) (18,024,388)
Other comprehensive income (loss):
Foreign currency translation 87,707 (893,171) (805,464)
Comprehensive loss for the year (9,224,807) (9,605,045) (18,829,852)
Net loss attributable to equity holders of parent (6,538,045) (8,711,874) (15,249,919)
Comprehensive loss attributable to equity holders of parent (6,471,687) (9,605,045) (16,076,732)
Basic and diluted loss per common share attributable to equity holders of parent (0.20) (0.27) (0.47)

Consolidated Statements of Cashflows

Original Year Ended March 31, 2024 ($) Ulaan Ovoo Assessment ($) Restated Year Ended March 31, 2024 ($)
Operating Activities
Net loss for the year (9,312,514) (8,711,874) (18,024,388)
Changes in non-cash working capital
Provision for Mongolia tax dispute - 8,711,874 8,711,874
Cash used in operating activities (260,081) - (260,081)

As a result of the above, the Company restated its consolidated financial statements resulting in the following changes to the Company's consolidated statements of comprehensive loss for each financial quarter as follows:


Silver Elephant Mining Corp.
Management’s Discussion and Analysis
Year Ended March 31, 2025
(Expressed in Canadian dollars, except where indicated)

Net Loss and Net Loss Per Share Attributable to Shareholders of the Company:

Fiscal Quarter (as defined further below) Original Net Income (Loss) Attributable to Shareholders of the Company ($) Ulaan Ovoo Tax Assessment Interest ($) CIT / VAT Related Penalties ($) Adjusted Net Loss Attributable to Shareholders of the Company ($) Original Basic and Diluted Loss Per Share Attributable to Shareholders of the Company ($) Change in Basic and Diluted Loss per Share Attributable to Shareholders of the Company ($) Adjusted Basic and Diluted Loss Per Share Attributable to Shareholders of the Company ($)
Q3 2025 (1,346,773) (664,826) - (2,011,599) (0.04) (0.01) (0.05)
Q2 2025 (1,708,789) (652,678) - (2,361,467) (0.05) (0.02) (0.07)
Q1 2025 (1,444,771) (648,757) - (2,093,528) (0.04) (0.02) (0.06)
Q4 2024 (5,749,808) (636,775) - (6,386,583) (0.18) (0.01) (0.19)
Q3 2024 604,279 (641,371) - (37,092) 0.02 (0.02) -
Q2 2024 (437,430) (628,782) - (1,066,212) (0.01) (0.02) (0.03)
Q1 2024 (955,086) (833,154) (5,971,792) (7,760,032) (0.03) (0.22) (0.25)

Net Loss and Comprehensive Loss:

Fiscal Quarter (as defined further below) Original Net Loss ($) Ulaan Ovoo Tax Assessment Interest ($) CIT / VAT Related Penalties ($) Adjusted Net Loss ($) Original Other Comprehensive Income (Loss) ($) Foreign Currency Translation ($) Adjusted Other Comprehensive Income (Loss) ($)
Q3 2025 (1,500,386) (664,826) - (2,165,212) 461,736 (1,328,211) (866,475)
Q2 2025 (1,888,300) (652,678) - (2,540,978) 189,110 323,953 513,063
Q1 2025 (2,132,111) (648,757) - (2,780,868) 300,029 (201,236) 98,793
Q4 2024 (6,807,837) (636,775) - (7,444,612) 918,269 (884,460) 33,809
Q3 2024 486,501 (641,371) - (154,870) (1,069,033) 127,660 (941,373)
Q2 2024 (1,290,378) (628,782) - (1,919,160) 658,553 (133,503) 525,050
Q1 2024 (1,700,800) (833,154) (5,971,792) (8,505,746) (420,082) (2,868) (422,950)

Summary Of Quarterly Results

The following tables summarize selected consolidated financial information prepared in accordance with IFRS for the eight most recently completed quarters:

Quarter Ending Quarter Name Net Loss for the Quarter Attributable to Shareholders of the Company ($) Basic Loss Per Share Attributable to Shareholders of the Company ($) Diluted Loss Per Share Attributable to Shareholders of the Company ($)
March 31, 2025 Q4 2025 (1,762,060) (0.04) (0.04)
December 31, 2024 (restated) Q3 2025 (2,011,599) (0.05) (0.05)
September 30, 2024 (restated) Q2 2025 (2,361,467) (0.07) (0.07)
June 30, 2024 (restated) Q1 2025 (2,093,528) (0.06) (0.06)
March 31, 2024 (restated) Q4 2024 (6,386,583) (0.19) (0.19)
December 31, 2023 (restated) Q3 2024 (37,092) - -
September 30, 2023 (restated) Q2 2024 (1,066,212) (0.03) (0.03)
June 30, 2023 (restated) Q1 2024 (7,760,032) (0.25) (0.25)

Silver Elephant Mining Corp.
Management’s Discussion and Analysis
Year Ended March 31, 2025
(Expressed in Canadian dollars, except where indicated)

Net loss attributable to shareholders of the Company for the three months ended March 31, 2025 was $1,762,060, and a net loss of $122,553 was attributable to non-controlling interests for a total net loss of $1,884,613, as compared to a net loss of $7,444,612 for the three months ended March 31, 2024. The prior year quarter’s net loss is comprised of $6,386,583 attributable to shareholders of the Company and a net loss of $1,058,029 attributable to non-controlling interests.

Of note for the current quarter as compared to the prior year quarter, are the following items:

  • A decrease in amortization from $120,637 to $4,984. The current quarter amount is reduced as a result of the Nevada Vanadium Deconsolidation. The prior year quarter amount is in connection with Nevada Vanadium’s building and structures, and equipment in Nevada while the Company consolidated Nevada Vanadium.
  • Consulting and management fees decreased to $183,181, compared to $437,076. The higher amount during the prior year quarter is mainly attributable to $189,292 related consulting for the Company’s Bolivian activities and $60,000 paid by Oracle to assist with its listing of Oracle’s shares on the TSX-V.
  • Professional fees decreased to $179,590, compared to $502,982. The higher amount during the prior year quarter is mainly attributable to legal fees in connection with employment and securities matters. The current quarter amount is also reduced as a result of the Nevada Vanadium Deconsolidation.
  • Salaries and benefits decreased to $250,074, compared to $329,826. The current quarter amount is reduced mainly as a result of the Nevada Vanadium Deconsolidation.
  • Share-based payments of $99,817 compared to $360,116. Share-based payments is a non-cash expense, and such expense is recognized in profit or loss over the vesting period of the underlying share purchase options granted to certain directors, officers, employees and consultants of the Company. The current quarter amount is reduced as a result of the Nevada Vanadium Deconsolidation.
  • Other income of $195,196 this quarter compared to other loss of $371,021 during the prior year quarter. The current quarter amount is mainly comprised of a gain of $190,084 related to bad debt recovery from the Company’s Bolivian activities, whereas the prior year quarter amount is primarily comprised of certain penalties of $135,615 which the Company was in the process of disputing and subsequently successfully disputed, and an impairment charge of $199,257 related to shares of Cachee Gold Mines Corp. that the Company holds (“Cachee Shares”).
  • Gain from changes in interest in equity accounted investment of $271,087 compared to $nil. The increase in the current quarter results from changes in the Company’s interest in CleanTech.
  • Ulaan Ovoo tax assessment interest of $658,385 this quarter compared to $636,775 during the prior year quarter, both of which relate to the Ulaan Ovoo Tax Assessment.
  • A loss from the deconsolidation of Flying Nickel of $3,517,132 as a result of the adoption of ED/2014/4, during the prior year quarter (see Section Variations Over the Quarters).
  • A loss of $468,613 from fair value changes in derivative liabilities compared to a gain of $388,589 during the prior year quarter. The current quarter loss as mainly attributable to fair value changes of certain warrants which are considered derivative liabilities as the Company had an option to reduce the exercise price of such warrants.
  • An impairment of exploration and evaluation asset of $3,120 this quarter, compared to $1,249,257. The prior year quarter impairment is in connection with the Company’s El Triunfo Project in Bolivia.
  • Impairment in investment in CleanTech of $785,119 this quarter and $nil during the prior year quarter.
  • A gain of $430,257 from the sale of the Titan Project, during the prior year quarter.

11


Silver Elephant Mining Corp.
Management’s Discussion and Analysis
Year Ended March 31, 2025
(Expressed in Canadian dollars, except where indicated)

Variations Over the Quarters

Q3 2025 resulted in a net loss of $2,165,212, mainly comprised of general and administrative expenses totalling $886,584, recognizing a loss from equity accounted investment in CleanTech of $323,035 and Ulaan Ovoo tax assessment interest of $664,826, other loss of $219,538, which includes $219,613 related to bad debt expense from the Company’s Bolivian activities. General and administrative expenses include, but not limited to, salaries and benefits of $231,114, share-based payments of $157,341, and consulting and management fees of $178,597.

Q2 2025 resulted in a net loss of $2,540,978, mainly comprised of general and administrative expenses totalling $775,973, recognizing corporate income tax and related penalties of $10,837,411, Ulaan Ovoo tax assessment interest of $652,678, a loss from equity accounted investment in CleanTech of $718,662 and a loss from the Nevada Vanadium Deconsolidation of $386,939. General and administrative expenses include, but not limited to, salaries and benefits of $161,200, share-based payments of $245,485, and consulting and management fees of $131,382.

Q1 2025 resulted in a net loss of $2,780,868, mainly comprised of general and administrative expenses totalling $1,133,043, and recognizing a loss from equity accounted investment in CleanTech of $752,015 and Ulaan Ovoo tax assessment interest of $648,757. General and administrative expenses include, but were not limited to, salaries and benefits of $402,958, share-based payments of $121,871, professional fees of $169,209, and consulting and management fees of $138,336.

Q4 2024 resulted in a net loss of $7,444,612, comprised of general and administrative expenses totalling $2,025,385, recognizing a loss of $3,517,132 in connection with the deconsolidation of CleanTech and the corresponding adoption of Exposure Draft ED/2014/4: Measuring Quoted Investments in Subsidiaries, Joint Ventures and Associates at Fair Value, effective January 1, 2024, and an impairment of exploration and evaluation asset of $1,249,257 in connection with the Company’s El Triunfo Project in Bolivia and Ulaan Ovoo tax assessment interest of $636,775. General and administrative expenses include, but were not limited to, salaries and benefits of $329,826, share-based payments of $360,116, professional fees of $502,981, and consulting and management fees of $437,076.

Q3 2024 resulted in a net loss of $154,870, largely a result of recognizing a gain from the deconsolidation of CleanTech of $2,144,042, partially offset by general and administrative expenses totalling $1,398,314, Ulaan Ovoo tax assessment interest of $641,371 and other items. General and administrative expenses include amortization of $278,089, salaries and benefits of $250,141, share-based payments of $200,584.

Q2 2024 resulted in a net loss of $1,919,160, mainly comprised of general and administrative expenses totalling $1,789,729 and Ulaan Ovoo tax assessment interest of $628,782, partially offset by amounts included in other income of $392,091, which includes $430,257 from the sale of the Titan Project partially offset with certain other expenses of $38,166, and a gain of $176,825 from the care and maintenance of the Company’s coal properties in Mongolia.

Q1 2024 resulted in a net loss of $8,505,746, mainly comprised of general and administrative expenses totalling $1,746,160, CIT and VAT penalties related to the Ulaan Ovoo Tax Assessment of $5,971,792 and Ulaan Ovoo tax assessment interest of $833,154, partially offset by amounts included in Other Items, including a gain on fair value of change in derivative liabilities of $255,162 and a gain on fair value change in contingent consideration of $71,984. Operating expenses this quarter included, but were not limited to, salaries and benefits of $441,680, share-based payments of $400,153, consulting and management fees of $235,491.

Selected Annual Information

Year Ended March 31, 2025 ($) Year Ended March 31, 2024 (Restated) ($) 15 Months Ended March 31, 2023 (Restated) ($)
Net loss attributable to shareholders of the Company (8,228,654) (15,249,919) (19,502,171)
Basic loss per share attributable to shareholders of the Company (0.22) (0.47) (0.74)
Diluted loss per share attributable to shareholders of the Company (0.22) (0.47) (0.74)

Silver Elephant Mining Corp.
Management’s Discussion and Analysis
Year Ended March 31, 2025
(Expressed in Canadian dollars, except where indicated)

March 31, 2025 ($) March 31, 2024 ($) March 31, 2023 ($)
Cash 271,838 2,209,099 1,504,969
Total assets 23,117,742 50,739,783 72,577,218
Total non-current financial liabilities (1,787,906) (4,531,846) (2,052,620)

Net loss attributable to shareholders of the Company for the year ended March 31, 2025, was $8,228,654, and $1,143,017 was attributable to non-controlling interests for a total net loss of $9,371,671, as compared to a net loss of $18,024,388 for the year ended March 31, 2024. The prior year net loss is comprised of $15,249,919 attributable to shareholders of the Company and $2,774,469 attributable to non-controlling interests.

Of note for the current year as compared to the prior year, are the following items:

  • A decrease in amortization from $478,198 to $35,756. The current year amount is reduced as a result of the Nevada Vanadium Deconsolidation. The prior year amount is primarily in connection with Nevada Vanadium’s building and structures, and equipment in Nevada while the Company consolidated Nevada Vanadium.
  • Consulting and management fees decreased to $631,496, compared to $1,023,411. The current year amount is reduced mainly as a result of the CleanTech Deconsolidation and Nevada Vanadium Deconsolidation.
  • Office and administration decreased to $180,293, compared to $474,575. The current year amount is reduced mainly as a result of the CleanTech Deconsolidation and Nevada Vanadium Deconsolidation.
  • Professional fees decreased to $530,183, compared to $1,061,851. The higher amount during the prior year is mainly attributable to legal fees in connection with employment and securities matters. The current year amount is also reduced as a result of the CleanTech Deconsolidation and Nevada Vanadium Deconsolidation.
  • Salaries and benefits decreased to $1,045,346, compared to $1,464,417. The current year amount is reduced mainly as a result of the CleanTech Deconsolidation and Nevada Vanadium Deconsolidation.
  • Share-based payments of $624,514 compared to $1,472,006. Share-based payments is a non-cash expense, and such expense is recognized in profit or loss over the vesting period of the underlying share purchase options granted to certain directors, officers, employees and consultants of the Company. The current year amount is reduced as a result of the CleanTech Deconsolidation and Nevada Vanadium Deconsolidation.
  • Other income of $154,644 this year compared to $215,745 during the prior year. The current year amount is mainly comprised of a gain of $168,704 related to bad debt recoveries from the Company’s Bolivian activities, whereas the prior year amounts is mainly comprised of $133,237 from hay sales and pasture leasing at a ranch the Company previously owned through Nevada Vanadium (the “Fish Creek Ranch”), $119,803 from the sale of a parcel of land at the Fish Creek Ranch and the reversal of an over accrual for employment related expenses of $313,567. These amounts were partially offset with an impairment charge of $199,257 related to the Cachee Shares, and certain penalties of $135,615 which the Company was in the process of disputing and subsequently successfully disputed.
  • A gain from changes in interest of equity accounted investment of $271,087 compared to $nil. The increase in the current year results from changes in the Company’s interest in CleanTech.
  • Ulaan Ovoo Tax Assessment CIT and VAT related penalties of $nil this year compared to $5,971,792 during the prior year. These are in connection with the Ulaan Ovoo Tax Assessment.

13


Silver Elephant Mining Corp.
Management’s Discussion and Analysis
Year Ended March 31, 2025
(Expressed in Canadian dollars, except where indicated)

  • Ulaan Ovoo Tax Assessment interest expense of $2,624,646 this year compared to $2,740,082 during the prior year. These are in connection with the Ulaan Ovoo Tax Assessment.
  • A loss from equity accounted investment in CleanTech of $1,160,582 this year, compared to $122,445. The increase is attributable to CleanTech impairing and selling its Minago Project during the current year, resulting in the Company’s proportionate share of losses $2,430,623 and $279,077, respectively. The Company commenced equity accounting of CleanTech effective October 1, 2023.
  • Impairment of exploration and evaluation asset of $71,985 this year and $1,249,257 during the prior year primarily related to the Company’s Triunfo Project.
  • Impairment in investment in CleanTech of $785,119 this year and $nil during the prior year.
  • A loss from deconsolidation of Nevada Vanadium of $1,188,283. Effective August 16, 2024, the Company deconsolidated Nevada Vanadium as it was acquired by CleanTech.
  • Effective October 1, 2023, the Company deconsolidated CleanTech, resulting in a loss from the deconsolidation of CleanTech of $1,373,090 during the prior year.

Liquidity And Capital Resources

The Company utilizes existing cash received from prior issuances of equity instruments to provide liquidity to the Company and finance exploration projects.

As at the Financial Position Date, the Company had a working capital deficiency of $30,825,657 compared to $32,781,884 at March 31, 2024.

On April 29, 2024, the Company closed the first tranche of a non-brokered private placement through the issuance of 950,000 units at a price of $0.30 for gross proceeds of $285,000. Each unit consists of one common share of the Company and one-half share purchase warrant with each whole warrant entitling the holder to purchase one additional share of the Company at a price of $0.45 per share for 24 months. In connection with the closing, 33,600 units were issued as finders’ fees. Proceeds of the private placement were used for working capital and general corporate purposes.

On May 23, 2024, the Company closed the second tranche of a non-brokered private placement through the issuance of 250,000 units at a price of $0.30 for gross proceeds of $75,000. Each unit consists of one common share of the Company and one-half of one share purchase warrant with each whole warrant entitling the holder to purchase one additional share of the Company at a price of $0.45 per share for 24 months. Proceeds of the private placement were used for working capital and general corporate purposes.

On July 23, 2024, the Company closed the first tranche of a non-brokered private placement through the issuance of 2,315,800 units at a price of $0.48 per unit for gross proceeds of $1,111,584. Each unit consists of one common share of the Company and one share purchase warrant with each whole warrant entitling the holder to purchase one additional share of the Company at a price of $0.70 per share for 36 months. In connection with the closing, 159,978 units were issued as finders’ fees. Proceeds of the private placement were used to commission phase one sulphide operations at Paca, and for general corporate purposes.

On August 13, 2024, the Company closed the second tranche of a non-brokered private placement through the issuance of 163,254 units at a price of $0.48 per unit for gross proceeds of $78,362. Each unit consists of one common share of the Company and one share purchase warrant with each whole warrant entitling the holder to purchase one additional share of the Company at a price of $0.70 per share for 36 months. Proceeds of this private placement were used to commission phase one sulphide operations at the Company’s Paca silver project in Potosi department in Bolivia and for general corporate purposes.

On October 17, 2024, the Company closed the first tranche of a non-brokered private placement through the issuance of 405,000 units at a price of $0.49 per unit for gross proceeds of $198,450. Each unit consists of one common share of the Company and one share purchase warrant with each whole warrant entitling the holder to purchase one additional share of the Company at a price of $0.55 per share for 36 months. In connection with the closing, 4,900 units were issued as finders’ fees. Proceeds of the private placement were used for general corporate purposes.

14


Silver Elephant Mining Corp.
Management’s Discussion and Analysis
Year Ended March 31, 2025
(Expressed in Canadian dollars, except where indicated)

On November 4, 2024, the Company closed the second tranche of a non-brokered private placement offering raising gross proceeds of $291,550 through the issuance sale of 595,000 units at a price of $0.49 per unit. Each unit consists of one common share of the Company and one share purchase warrant with each whole warrant entitling the holder to purchase one additional common share of the Company at a price of $0.55 per share for a period of three years from issuance. In connection with the closing, the Company’s proceeds of the private placement were used for general corporate purposes.

On January 27, 2025, the Company closed the first tranche of a non-brokered private placement offering raising gross proceeds of $330,000 through the issuance sale of 2,200,000 units at a price of $0.15 per unit. Each unit consists of one common share of the Company and one share purchase warrant with each whole warrant entitling the holder to purchase one additional common share of the Company at a price of $0.30 per share for a period of three years from issuance. In connection with the closing, 119,000 units were issued as finders’ fees. Proceeds of the private placement were used for general corporate purposes.

On February 19, 2025, the Company closed the first tranche of a non-brokered private placement offering raising gross proceeds of $135,000 through the issuance sale of 900,000 units at a price of $0.15 per unit. Each unit consists of one common share of the Company and one share purchase warrant with each whole warrant entitling the holder to purchase one additional common share of the Company at a price of $0.30 per share for a period of three years from issuance. In connection with the closing, 21,000 units were issued as finders’ fees. Proceeds of the private placement were used for general corporate purposes.

On May 5, 2025, the Company closed the first tranche of a non-brokered private placement offering raising gross proceeds of $696,830 through the issuance sale of 3,871,277 units at a price of $0.18 per unit. Each unit consists of one common share of the Company and one share purchase warrant with each whole warrant entitling the holder to purchase one additional common share of the Company at a price of $0.30 per share for a period of three years from issuance. In connection with the closing, 193,989 units were issued as finders’ fees. Proceeds of the private placement were used for general corporate purposes.

On June 25, 2025, the Company closed the first tranche of a non-brokered private placement offering raising gross proceeds of $172,000 through the issuance sale of 860,000 units at a price of $0.20 per unit. Each unit consists of one common share of the Company and one share purchase warrant with each whole warrant entitling the holder to purchase one additional common share of the Company at a price of $0.30 per share for a period of three years from issuance. In connection with the closing, 33,250 units were issued as finders’ fees. Proceeds of the private placement will be used for general corporate purposes.

On June 27, 2025, the Company closed the second and final tranche of a non-brokered private placement offering raising gross proceeds of $44,000 through the issuance sale of 220,000 units at a price of $0.20 per unit. Each unit consists of one common share of the Company and one share purchase warrant with each whole warrant entitling the holder to purchase one additional common share of the Company at a price of $0.30 per share for a period of three years from issuance. Proceeds of the private placement will be used for general corporate purposes.

Cash flow information:

Year Ended
March 31, 2025 ($) March 31, 2024 ($)
Cash used in operating activities (3,598,408) (260,081)
Cash used in investing activities (948,702) (1,651,392)
Cash from financing activities 2,633,471 2,615,317
Cash, end of the period 271,838 2,209,099

Cash Flow Highlights

Operating activities: During the current year, the Company used $3,598,408 in operating activities, compared to $260,081 during the prior year. The increase in cash used in operating activities is mainly attributable to the Company paying down its liabilities in general during the year, resulting in a significant reduction in certain liabilities.

15


Silver Elephant Mining Corp.
Management’s Discussion and Analysis
Year Ended March 31, 2025
(Expressed in Canadian dollars, except where indicated)

Investing activities: During the current year, the Company used $948,702 in investing activities, compared to $1,651,392 during the prior year. During the current year, the Company invested $866,010 in its exploration and evaluation assets, invested $5,099 in derivative assets and $75,000 in a royalty interest amendment. The Company also deconsolidated Nevada Vanadium on August 16, 2024, resulting in a cash decrease of $18,335. These were partially offset by $15,742 from the sale of shares of CleanTech. During the prior year, the Company invested $1,826,069 in its exploration and evaluation assets, sold the Titan Project for $231,000 and other non-cash consideration, sold certain land holdings in Nevada for $507,161 and $212,765 from the sale of shares of CleanTech. The Company also deconsolidated CleanTech on October 1, 2023, resulting in a cash decrease of $776,249.

Financing activities: During the current year, the Company received $2,504,526 from share issuances, $384,275 from subsidiary share issuances, $36,350 from stock options exercised, $15,705 from warrants exercised, and $60,000 from subscription receipts for a private placement in progress. These were partially offset with a loan repayment of $344,240 in connection with the Fish Creek Ranch and lease payments of $23,145 for the Company’s Vancouver office. During the prior year, the Company received $192,000 from share issuances, $2,233,036 from subsidiary share issuances, and $720,707 from subsidiary subscription receipts for a private placement in progress. These were partially offset by a loan repayment of $508,571 in connection with the Fish Creek Ranch and lease payments of $21,855 for the Company’s Vancouver office.

As at the Financial Position Date, the Company had cash of $271,838, and current liabilities of $31,217,789. The Company will need to conduct additional financings to meet working capital requirements, and obligations as they become due.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Related Party Transactions

The Company has a cost sharing agreement (the “CSA”) with CleanTech pursuant to which the companies provide each other with general, technical and administrative services, as reasonably requested, on a cost reimbursement basis.

During the year ended March 31, 2025, the Company had related party transactions with key management personnel who provide management and consulting services to the Company. Key management personnel are persons responsible for planning, directing and controlling the activities of an entity, and include, but are not limited to, the Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), Chief Operating Officer (“COO”), Chief Legal Officer (“CLO”) and executive and non-executive directors.

A summary of related party transactions is as follows:

Year Ended
March 31, 2025 ($) March 31, 2024 ($)
CSA fees charged by CleanTech, a company with certain directors and officers in common 237,028 342,675
CSA recoveries from CleanTech (384,401) (95,992)
CSA fees charged by Nevada Vanadium, a company with certain directors and officers in common 7,216 -
CSA recoveries from Nevada Vanadium (50,453) -
Management fees charged by Linx Partners Ltd., a company controlled by John Lee, Director, CEO and Executive Chairman of the Company 426,563 420,000
Directors’ fees 94,800 95,316
Salaries and benefits paid to key management of the Company 478,877 401,242
Share-based payments – John Lee 101,828 153,046
Share-based payments – directors 47,899 79,469
Share-based payments – former directors 1,339 20,378
Share-based payments – key management of the Company 144,714 79,315
Share-based payments – former key management of the Company - 12,494

Silver Elephant Mining Corp.
Management’s Discussion and Analysis
Year Ended March 31, 2025
(Expressed in Canadian dollars, except where indicated)

The Company had balances due to related parties as follows:

March 31, 2025 ($) March 31, 2024 ($)
Due to CleanTech (12,276) (1,926,807)
Directors’ fees payable (48,400) (136,800)
Management fees advanced to (payable to) John Lee (4,750) 32,907

Contingencies

On January 14, 2025, the Company commenced an arbitration in British Columbia against APM related to the MSA and SPA Termination (the "Andean Dispute"), seeking payment of the First Additional Consideration. The MSA governs the parties' mining activities in Bolivia. On March 14, 2025, APM filed a counterclaim against the Company for US$2,097,510, alleging breaches of contract and payments owed. The Company evaluated the applicable IFRS' for the accounting treatment of the Andean Dispute, applying IAS 37 – Provisions, Contingent Liabilities and Contingent Assets and recorded $1,235,177 (US$860,451) as advances that still need to be settled from either deduction of eligible costs and the MSA or refunded, and included in accounts payable and accrued liabilities. The Company maintains APM's counter claim is without merit and such amount is recorded only for IFRS compliance purposes.

Proposed Transactions

Other than as disclosed elsewhere in this document, there are no other proposed transactions as at the date of this MD&A.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with IFRS requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company's management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.

Estimates and assumptions used by management where there is risk of material adjustments to assets and liabilities in future accounting periods include the estimated useful lives of depreciated and amortized assets, assumptions used in determination of the fair value of share-based payments, estimation of taxes and related penalties and interest, the timing and amount of decommissioning, restoration and similar liabilities and contingent liabilities.

The Company assesses its mineral properties' rehabilitation provision at each reporting date or when new material information becomes available. Exploration, development and mining activities are subject to various laws and regulations governing the protection of the environment. In general, these laws and regulations are continually changing, and the Company has made, and intends to make in the future, expenditures to comply with such laws and regulations. Accounting for reclamation obligations requires management to make estimates of the future costs that the Company will incur to complete the reclamation work required to comply with existing laws and regulations at each location. Actual costs incurred may differ from those amounts estimated.

The preparation of financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments in preparing the Company's financial statements include determination of whether the Company has title and rights to the MPC Area within its Pulacayo Project, tax assessments, specifically the Ulaan Ovoo Tax Assessment, contingent liabilities, the assumption that the Company will continue as a going concern and whether the Company has significant influence over other entities, classification of expenditures as exploration and evaluation expenditures or operating expenses, the classification of financial instruments and determining de facto control.

17


Silver Elephant Mining Corp.
Management’s Discussion and Analysis
Year Ended March 31, 2025
(Expressed in Canadian dollars, except where indicated)

Changes in Accounting Standards

Changes in Accounting Policies

Classification of liabilities as current or non-current (amendments to IAS 1)

The amendments aim to promote consistency in applying the requirements by helping entities determine whether, in the statement of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current.

The amendments are applied on or after the first annual reporting period beginning on or after January 1, 2024, with early application permitted. The amendments were implemented by the Company effective April 1, 2024 and did not have a material impact on the Company’s consolidated financial statements.

Future Changes in Accounting Standards

In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements (“IFRS 18”), the new standard on presentation and disclosure in financial statements, with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:

  • the structure of the statement of profit or loss;
  • required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements; and
  • enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.

IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it might change what an entity reports as its ‘operating profit or loss’. IFRS 18 will apply for reporting periods beginning on or after 1 January 2027 and also applies to comparative information.

The Company is currently evaluating the impact of IFRS 18 on its consolidated financial statements.

Certain accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements.

Capital Management

Management considers its capital structure to consist of share capital, stock options and warrants. The Company manages its capital structure and makes adjustments to it, based on the funds available to, and required by the Company in order to support the acquisition, exploration and development of exploration and evaluation assets. The Board of Directors does not establish quantitative returns on capital criteria for management. In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary depending on various factors.

The properties in which the Company currently holds interests are predominantly in the exploration and development stage with some early stage production at the Pulacayo Paca Project; as such, the Company is dependent on external financing to fund its activities. In order to carry out exploration and development plans and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. There were no changes in management’s approach to capital management during the year ended March 31, 2025. Neither the Company nor its subsidiaries are subject to externally imposed capital requirements.

18


Silver Elephant Mining Corp.
Management’s Discussion and Analysis
Year Ended March 31, 2025
(Expressed in Canadian dollars, except where indicated)

Fair Value Measurements and Financial Instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. The Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows:

  • Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
  • Level 2 – inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means; and
  • Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.

The Company has determined the estimated fair values of its financial instruments based upon appropriate valuation methodologies. As at the Financial Position Date, there were no financial assets measured and recognized in the statement of position that would be categorized as Level 2 or Level 3 in the fair value hierarchy above.

The fair value of the Company’s financial instruments including cash, accounts payable and accrued liabilities and due to related parties approximates their carrying value due to the immediate or short-term maturity of these financial instruments. Restricted cash equivalents included in other non-current assets is readily convertible into cash, and therefore its carrying value approximates fair value. The fair values of the Company’s interest-bearing promissory note is determined by using the DCF method using discount rate that reflects the issuer’s borrowing rate as at the end of the reporting period. The non-performance risk as at the Financial Position Date was assessed to be insignificant. Derivative assets and liabilities except warrants with a variable exercise price (“Variable Warrants”) are recorded at fair value based on the quoted market price at the end of each reporting period with changes in fair value through profit or loss. As at the Financial Position Date, the fair value of: 1) derivative assets is $5,099 (March 31, 2024 - $nil), 2) derivative liabilities is $987,018 (March 31, 2024 - $72,000), 3) contingent liability is $nil (March 31, 2024 - $157,463), and 4) promissory note is $nil (March 31, 2024 - $3,985,681). The Company does not offset financial assets with financial liabilities. Variable Warrants (note 3(I)) are classified as level 2. There were no transfers between Level 1, 2 and 3 for the year ended March 31, 2025.

The Company’s financial instruments are exposed to certain financial risks. The risk exposures and the impact on the Company’s financial instruments at the Financial Position Date are summarized below. The Board of Directors periodically reviews with management the principal risks affecting the Company and the systems that have been put in place to manage these risks.

(a) Liquidity risk

Liquidity risk is the risk that an entity will be unable to meet its financial obligations as they fall due. The Company manages liquidity risk by preparing cash flow forecasts of upcoming cash requirements. As at the Financial Position Date, the Company had a cash balance of $271,838 (March 31, 2024 - $2,209,099) and accounts payable and accrued liabilities of $2,518,677 (March 31, 2024 - $3,672,760). Liquidity risk is assessed as high.

The Company has a planning and budgeting process in place by which it anticipates and determines the funds required to support normal operation requirements as well as the growth and development of its mineral property interests. The Company coordinates this planning and budgeting process with its financing activities through the capital management process in normal circumstances.

(b) Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company is exposed to credit risk primarily associated with cash, restricted cash equivalents included in other non-


Silver Elephant Mining Corp.
Management’s Discussion and Analysis
Year Ended March 31, 2025
(Expressed in Canadian dollars, except where indicated)

current assets and receivables, net of allowances. The carrying amount of financial assets included on the statements of financial position represents the maximum credit exposure.

(c) Market risk

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company’s cash and restricted cash equivalents included in other non-current assets primarily include highly liquid investments that earn interest at market rates that are fixed to maturity. Due to the short-term nature of these financial instruments, fluctuations in market rates do not have significant impact on the fair values of the financial instruments as of the Financial Position Date. The Company manages interest rate risk by maintaining an investment policy that focuses primarily on preservation of capital and liquidity.

(ii) Foreign currency risk

The Company is exposed to foreign currency risk to the extent that monetary assets and liabilities held by the Company are not denominated in Canadian dollars. The Company has foreign exploration and development projects in Mongolia and Bolivia and undertakes transactions in various foreign currencies. The Company is therefore exposed to foreign currency risk arising from transactions denominated in a foreign currency and the translation of financial instruments denominated in US dollars, Mongolian tugrik, and Bolivian boliviano into its reporting currency, the Canadian dollar.

(iii) Commodity and equity price risk

Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. Commodity prices fluctuate on a daily basis and are affected by numerous factors beyond the Company’s control. The supply and demand for these commodities, the level of interest rates, the rate of inflation, investment decisions by large holders of commodities including governmental reserves and stability of exchange rates can all cause significant fluctuations in prices. Such external economic factors are in turn influenced by changes in international investment patterns and monetary systems and political developments. The Company is also exposed to price risk with regards to equity prices. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market.

(iv) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company’s derivative financial liability includes debts to be settled in common shares of Silver Elephant. A 10% increase or decrease in the market price of common shares of CleanTech has a corresponding effect of approximately $3,000 to net loss.

The Company closely monitors commodity prices, individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company. Fluctuations in value may be significant.

Sensitivity Analysis

A 1% change in interest rates does not have a material effect on the Company’s profit or loss and equity.

The Company has certain cash balances, receivables and accounts payables denominated in either the US Dollar, Mongolian Tugrik or Bolivian Boliviano (the “Foreign Currencies”), currencies other than the functional currency of Company. Based on the above, net exposures as at the Financial Position Date, with other variables unchanged, a 10% strengthening (weakening) of the Canadian dollar against the Mongolian Tugrik would impact net loss and comprehensive loss with other variables unchanged by approximately $2,532,000. A 10% strengthening (weakening) of the Canadian dollar against the Bolivian Boliviano would impact net loss and comprehensive loss with other variables unchanged by approximately $136,000. A 10% strengthening (weakening) of the US Dollar


Silver Elephant Mining Corp.
Management’s Discussion and Analysis
Year Ended March 31, 2025
(Expressed in Canadian dollars, except where indicated)

against the Canadian Dollar would impact net loss with other variables unchanged by approximately $1,000. The Company currently does not use any foreign exchange contracts to hedge this currency risk.

Outstanding Share Data

The Company has an authorized capital of an unlimited number of common shares without par value. The table below represents the Company’s capital structure as at the dates presented:

As at Date Of this MD&A March 31, 2025
Common shares issued and outstanding 46,781,119 41,439,633
Share purchase options outstanding 4,549,500 3,468,875
Share purchase warrants 26,152,056 14,916,258

Risks And Uncertainties

The Company’s business is the exploration, evaluation and development of mining properties. Thus, the Company’s operations are speculative due to the high-risk nature of its business. The following list details existing and future material risks to the Company. The risks listed below are not arranged in any particular order and are not exhaustive. Additional risks and uncertainties not currently known to the Company, or those that it currently deems to be immaterial, may become material and adversely affect the Company. The realization of any of these risks may materially and adversely impact the Company’s business, financial condition or results of operations and/or the market price of the Company’s securities. Certain risk factors are discussed in more detail under the heading “Risk Factors” in the AIF, which is available under the Company’s SEDAR+ profile at www.sedarplus.ca.

  • The Company’s history of net losses;
  • Capital costs, operating costs, production, and economic returns;
  • Exploration and development risks;
  • The Company has no history of profitable mineral production;
  • The risks inherent to the estimation of mineral reserves and mineral resources;
  • Environmental risks;
  • Foreign operations risks associated with operating in Bolivia and Mongolia;
  • The reform of the mining laws, including the General Mining Act of 1872 in the U.S;
  • Government approvals and permits;
  • Risks associated with the Company’s property and mining interests;
  • Risks associated with the Company’s mineral claims, mining leases, licenses and permits;
  • Title risks;
  • Risks associated with claims from Indigenous or community groups;
  • Risks associated with competition;
  • Inherent risks;
  • The Company’s reliance on key personnel;
  • The volatility of mineral prices,
  • Currency fluctuations;
  • Global, national and local financial conditions;
  • Risks associated with third-party contractors;
  • Anti-bribery legislation;
  • Uninsured risks;
  • The Company has no history of making dividend payments;
  • Related party transactions;
  • Litigation and regulatory proceedings;
  • Cyber security risks;
  • Risks associated with being a foreign private issuer;

Silver Elephant Mining Corp.
Management’s Discussion and Analysis
Year Ended March 31, 2025
(Expressed in Canadian dollars, except where indicated)

  • Risks associated with non-Canadian investors;
  • Risks associated with the Company's operations in emerging markets, including but not limited to restrictions on the repatriation of funds; and
  • Emerging risks, as described below.

An emerging risk is a risk not well understood at the current time and for which the impacts on strategy and financial results are difficult to assess or are in the process of being assessed.

Capital Resources

As an exploration company, the Company has no regular cash in-flow from operations, and the level of operations is principally a function of availability of capital resources. The Company’s capital resources are largely determined by the strength of the junior resource markets and by the status of the Company’s projects in relation to these markets, and its ability to compete for investor support of its projects. To date, the principal sources of funding have been equity and debt financing. Many factors influence the Company’s ability to raise funds, and there is no assurance that the Company will be successful in obtaining adequate financing with favourable terms, or at all, for these or other purposes including general working capital purposes. For the foreseeable future, as existing properties are explored, evaluated and developed, the Company will continue to seek capital through the issuance of equity, strategic alliances or joint ventures, and debt.

The Company expects to continue requiring cash for operations and exploration and evaluation activities as expenditures are incurred while no revenues are generated. Therefore, its continuance as a going concern is dependent upon its ability to obtain adequate financing to fund future operations based on annual budgets approved by the Company’s board of directors, consistent with established internal control guidelines, and programs recommended in certain technical reports. The Company has managed its working capital by controlling its spending on its properties and operations. Due to the ongoing planned advancement of Pulacayo Paca Project milestones, the Company will continue to incur costs associated with exploration, evaluation and development activities, while no revenues are being generated.

Disclosure Controls and Procedures ("DC&P")

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in the securities legislation and include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under securities legislation is accumulated and communicated to the Company’s management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

The Company’s CEO and CFO (the “Certifying Officers”) are responsible for establishing and maintaining adequate DC&P. Under the supervision and with the participation of the Certifying Officers, the Company evaluated the effectiveness of its DC&P in accordance with requirements of National Instrument 52-109 (“NI 52-109”). As of March 31, 2025, based on the evaluation, the Company’s Certifying Officers concluded that the Company’s DC&P were effective.

Internal Controls over Financial Reporting ("ICFR")

The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company’s internal control over financial reporting includes those policies and procedures that:

  • pertain to the maintenance of records that, in reasonable detail accurately and fairly reflect the transactions, acquisition and disposition of assets and liabilities;
  • provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with IFRS and that receipts and expenditures are being made only in accordance with the authorization of management and directors of the Company; and

Silver Elephant Mining Corp.
Management’s Discussion and Analysis
Year Ended March 31, 2025
(Expressed in Canadian dollars, except where indicated)

  • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets, and incurrence of liabilities, that could have a material effect on the financial statements.

The Company evaluated the effectiveness of its ICFR as of March 31, 2025 based on the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the evaluation, the Company’s Certifying Officers concluded that the Company’s ICFR was effective as of March 31, 2025.

There have been no changes in the Company’s internal control over financial reporting during the current quarter that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

Limitations of Controls and Procedures

The Company’s management, including the Chief Executive Officer and the Chief Financial Officer, believe that any disclosure controls and procedures or internal controls over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgements in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Production Disclaimer

The Company based its production decision at Pulacayo Paca Project on internal production models (the “Internal Model”) and not on a feasibility study or pre-feasibility study of mineral reserves demonstrating economic and technical viability. The Company did not complete a feasibility study or pre-feasibility study in connection with its production decision due to, among other factors, the ability to move ahead to development and production based on comparatively low initial capital costs due to foregoing the need to construct a processing facility and the Company’s knowledge of the resource base. As a result, there is increased uncertainty and there are multiple technical and economic risks of failure which are associated with this production decision. These risks, among others, include the inclusion of inferred mineral resources in the Internal Model that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves.

Furthermore, there are risks associated with areas that are analyzed in more detail in a pre-feasibility and feasibility study, such as applying economic analysis to resources and reserves, more detailed metallurgy and a number of specialized studies in areas such as mining and recovery methods, market analysis, and environmental and community impacts. There is no assurance given all of the known and potentially unknown risks associated with Pulacayo Paca Project that the Company will be able to profitably carry-on mining operations. In addition, there is no assurance that production will be profitable or that continued exploration of the Pulacayo Paca Project will demonstrate adequate additional mineralization which can be mined economically, such that mining operations at Paca may not be sustainable beyond currently estimated resources or in the medium to long term or at all.

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this MD&A constitute "forward-looking statements" within the meaning of United States securities laws and "forward-looking information" within the meaning of Canadian securities laws and are intended to be covered by the safe harbors provided by such regulations (such forward-looking statements and forward-looking information are collectively referred to herein as "forward-looking statements"). These forward-looking statements concern anticipated developments in the Company's continuing and future operations in the United States, Canada, Bolivia and Mongolia, and the adequacy of the Company's financial resources and financial projections.

Forward-looking statements in this MD&A are frequently, but not always, identified by words such as "expects", "anticipates", "intends", "believes", "estimates", "potentially" or similar expressions, or statements that events, conditions or results "will", "may",


Silver Elephant Mining Corp.

Management’s Discussion and Analysis

Year Ended March 31, 2025

(Expressed in Canadian dollars, except where indicated)

^{}[]

"would", "could" or "should" occur or are "to be" achieved, and statements related to matters which are not historical facts. Information concerning management's expectations regarding the Company's future growth, results of operations, performance, business prospects and opportunities may also be deemed to be forward-looking statements, as such information constitutes predictions based on certain factors, estimates and assumptions subject to significant business, economic, competitive and other uncertainties and contingencies, and involve known and unknown risks which may cause the actual results, performance, or achievements to be different from future results, performance, or achievements contained in the forward-looking statements. Such forward-looking statements include but are not limited to statements regarding the Company's planned and future exploration and/or development of any of the Company's projects; permitting and feasibility any of the Company's projects; political instability and social unrest in Bolivia and other jurisdictions where the Company operates; the Company's goals regarding exploration, and development of, and production from its projects, and regarding raising capital and conducting further exploration and developments of its properties; approval by regulatory authorities and over-the-counter markets of filings or applications; the Company's future business plans; the Company's future financial and operating performance; the future price of silver, lead, zinc, vanadium and other metals; expectations regarding any environmental issues that may affect production or planned or future exploration and development programs and the potential impact of complying with existing and proposed environmental laws and regulations; the ability to obtain or maintain any required permits, licenses or other necessary approvals for the exploration or development of the Company's projects; government regulation of mineral exploration and development operations in Bolivia and other relevant jurisdictions; the Company's reliance on key management personnel, advisors and consultants; the volatility of global financial markets; the timing and amount of estimated future operating and exploration expenditures; the costs and timing of the development of new deposits; the continuation of the Company as a going concern; the likelihood of securing project financing; the impacts of changes in the legal and regulatory environment in which the Company operates; the timing and possible outcome of any pending litigation and regulatory matters; and other information concerning possible or assumed future results of the Company's operations, including: estimated future coal production at any of the Company's coal properties, and other information concerning possible or assumed future results of operations of the Company.

Statements relating to mineral resources are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the mineral resources described exist in the quantities predicted or estimated and may be profitably produced in the future. Estimated values of future net revenue do not represent fair market value. There is no certainty that it will be commercially viable to produce any portion of the mineral resources.

Forward-looking statements are not guarantees of future performance and are based upon a number of estimates and assumptions of management at the date the statements are made including, among other things, the following: timely receipt of regulatory and governmental approvals (including licenses and permits) for the development, construction and production of the Company's properties and projects; there being no significant disruptions affecting operations, whether due to labour disruptions, pandemics; currency exchange rates being approximately consistent with current levels; certain price assumptions for silver, lead, zinc, vanadium and other metals; prices for and availability of fuel and electricity; parts and equipment and other key supplies remaining consistent with current levels and prices; production forecasts meeting expectations; the accuracy of the Company's current mineral resource estimates and of any metallurgical testing completed to date; labour and materials costs increasing on a basis consistent with the Company's current expectations; any additional required financing being available on reasonable terms; market developments and trends in global supply and demand for silver, lead, zinc, nickel, vanadium and other metals meeting expectations; favourable operating conditions; political stability; access to necessary financing; stability of labour markets and in market conditions in general; and estimates of costs and expenditures to complete the Company's programs. The Company has no assurance that any of these assumptions will prove to be correct.

Many of these assumptions are inherently subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies, and other factors that are not within the control of the Company and could thus cause actual performance, achievements, actions, events, results or conditions to be materially different from those projected in the forward-looking statements. Furthermore, such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from those reflected in the forward-looking statements, whether expressed or implied. Such factors include, among others, the following: the Company is an exploration stage company; the cost, timing and amount of estimated future capital, operating exploration, acquisition, development and reclamation activities; the volatility of the market price of the Common Shares; judgment of management when exercising discretion in the use of proceeds from offerings of securities; sales of a significant number of Common Shares in the public markets, or the perception of such sales, could depress the market price of the Common Shares; potential dilution with the issuance of additional Common Shares; none of the properties in which the Company has a material interest have mineral reserves; estimates of mineral

24


Silver Elephant Mining Corp.
Management’s Discussion and Analysis
Year Ended March 31, 2025
(Expressed in Canadian dollars, except where indicated)

resources are based on interpretation and assumptions and are inherently imprecise; the Company has not received any material revenue or net profit to date; exploration, development and production risks; no history of profitable mineral production; actual capital costs, operating costs, production and economic returns may differ significantly from those the Company has anticipated; foreign operations and political condition risks and uncertainties; legal and political risk; amendments to local laws; the ability to obtain, maintain or renew underlying licenses and permits; title to mineral properties; environmental risks; competitive conditions in the mineral exploration and mining business; availability of adequate infrastructure; the ability of the Company to retain its key management and employees and the impact of shortages of skilled personnel and contractors; limits of insurance coverage and uninsurable risk; reliance on third party contractors; the availability of additional financing on reasonable terms or at all; foreign exchange risk; impact of anti-corruption legislation; recent global financial conditions; changes to the Company's dividend policy; conflicts of interest; cyber security risks; litigation and regulatory proceedings; the obligations which the Company must satisfy in order to maintain its interests in its properties; the influence of third-party stakeholders; the Company's relationships with the communities in which it operates; human error; the speculative nature of mineral exploration and development in general, including the risk of diminishing quantities or grades of mineralization; and other risks and the factors discussed under the heading "Risk Factors" in the AIF and in analogous disclosure in other disclosure documents of the Company available on SEDAR+ at www.sedarplus.ca.

The foregoing list is not exhaustive and additional factors may affect any of the Company's forward-looking statements. Although the Company has attempted to identify important factors that could cause actual performance, achievements, actions, events, results or conditions to differ materially from those described in forward-looking statements, there may be other factors that cause performance, achievements, actions, events, results or conditions to differ from those anticipated, estimated or intended.

These forward-looking statements, may involve, but are not limited to, statements with respect to future events or future performance, the general performance of the assets of the Company, and the results of exploration, development and production activities as well as expansions projects relating to the properties of the Company. Such forward-looking statements, which reflect management's expectations regarding the Company's future growth, results of operations, performance, and business prospects and opportunities, are based on certain factors and assumptions, including, without limitation, management's perceptions of historical trends; current conditions; expected future developments; the ongoing operation of the properties of the Company; the accuracy of public statements and disclosures made by the operators of such underlying properties; no material adverse change in the market price of the commodities that underlie the asset portfolio; no adverse development in respect of any significant property of the Company; the accuracy of expectations for the development of underlying properties that are not yet in production; and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended, and involve known and unknown risks and uncertainties which may cause the actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements.

The forward-looking statements contained herein are made as of the date of this MD&A and the Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. All forward-looking statements attributable to the Company are expressly qualified by these cautionary statements.

Additional Information

Additional information relating to the Company is on SEDAR+ at www.sedarplus.ca.

General Corporate Information:

Head Office and Registered Office
Suite 1008 - 409 Granville Street,
Vancouver, BC, Canada, V6C 1T2
Tel: +1 (604) 569-3661

Odyssey Trust Company
350 - 409 Granville Street
Vancouver, BC V6C 1T2
Tel: +1 (604) 961-8633


Silver Elephant Mining Corp.
Management’s Discussion and Analysis
Year Ended March 31, 2025
(Expressed in Canadian dollars, except where indicated)

Investor and Contact Information

Financial reports, news releases and corporate information can be accessed by visiting the Company’s website at: www.silverelef.com.

Investor & Media requests and queries can be emailed to: [email protected]

Directors and Officers

As at the date of this MD&A, the Company’s directors and officers are as follows:

Directors Officers
John Lee, Chief Executive Officer and Executive Chairman John Lee, Chief Executive Officer and Executive Chairman
Greg Hall Andrew Yau, Chief Financial Officer
Nigel Lees Robert Van Drunen, Chief Operating Officer
Douglas Flett Alex Bayer, Chief Legal Officer
Sara Knappe, Corporate Secretary