Silver Elephant Mining Corp. — Proxy Solicitation & Information Statement 2020

Feb 7, 2020

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Special Meeting of shareholders of Prophecy Development Corp. (the “ Company ”) will be held at Suite 2600 – 1066 West Hastings Street, Vancouver, British Columbia, Canada V6E 3X1 on Monday, March 16, 2020 at 10:00 a.m. (PST) (the “ Meeting ”), for the following purposes:

1. to consider and, if deemed advisable, to pass, with or without variation, as more particularly described in the accompanying management information circular of the Company dated as of January 31, 2020 (the “ Circular ”), a resolution ratifying a total of 1,275,000 stock options previously granted by the Company on July 29, 2019;

2. to consider and, if deemed advisable, to pass, with or without variation, as more particularly described in the accompanying Circular, a resolution amending the Articles of the Company to change the name of the Company to “Silver Elephant Mining Corp.”, or such other name as may be determined by the Board, in its sole discretion;

3. to consider and, if deemed advisable, to pass, with or without variation, as more particularly described in the accompanying Circular, a resolution to approve a consolidation of the Company’s issued and outstanding common shares (the “ Common Shares ”) on the basis of a consolidation ratio to be selected by the Board, within the range of one (1) post-consolidation Common Share for every five (5) pre-consolidation Common Shares issued and outstanding, and one (1) post-consolidation Common Share for every ten (10) pre-consolidation Common Shares issued and outstanding or such other lesser ratio and implemented at such time as may be determined by the Board, in its sole discretion; and

4. to transact such other business as may properly come before the Meeting.

The specific details of the foregoing matters to be put before the Meeting, as well as further information with respect to voting by proxy, are set forth in the Circular.

Registered Shareholders unable to attend the Meeting in person should read the notes to the enclosed Proxy and complete and return the Proxy to Computershare Investor Services Inc. within the time required by, and to the location set out in, the notes to the Proxy.

Non-registered Shareholders whose Common Shares are registered in the name of a “nominee” (usually a bank, trust company, securities dealer or other financial institution), should carefully follow the instructions provided by their nominee to ensure their vote is counted.

The Board of the Company has by resolution fixed the close of business on January 31, 2020 as the record date being the date for the determination of the registered holders of Common Shares entitled to receive notice of and to vote at the Meeting and any adjournment thereof. The Company’s shareholders are requested to complete and return the enclosed form of proxy to ensure that your Common Shares will be represented at the Meeting, whether you are personally able to attend. If you have questions, you may contact the Company’s legal counsel at mshams@mltaikins.com.

DATED at Vancouver, British Columbia, this 31[st] day of January, 2020.

By Order of the Board of Directors

/s/ “Michael Doolin”

Michael Doolin Chief Executive Officer

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