Silver Elephant Mining Corp. — Regulatory Filings 2021

Feb 10, 2021

BC FORM 51-102F3

MATERIAL CHANGE REPORT

ITEM 1. NAME AND ADDRESS OF COMPANY

Silver Elephant Mining Corp. Suite 1610 – 409 Granville Street Vancouver, BC V6C 1T2

• ITEM 2. DATE OF MATERIAL CHANGE

February 10, 2021

ITEM 3. NEWS RELEASE

The news release dated February 10, 2021 was disseminated through ACCESSWIRE Canada Ltd. and filed on SEDAR on February 10, 2021.

• ITEM 4. SUMMARY OF MATERIAL CHANGE

The Company announced that further to its press release dated January 22, 2021, it has acquired the Minago nickel project (“Minago project”) from Victory Nickel Inc. (“Victory Nickel”) pursuant to an Asset Purchase Agreement dated January 21, 2021 between the Company and Victory Nickel (“APA”).

Transaction details:

Under the terms of the APA,

• The Company acquired the Minago project from Victory Nickel for aggregate consideration of US$11,675,000, which consists of a US$6,675,000 ( “Property Payment” ) credit against certain secured debt owed by Victory Nickel to the Company and US$5,000,000 worth of the Company’s common shares ( “Consideration Shares” ) to be issued to Victory Nickel over a 1-year period. An initial tranche of 5,363,630 Consideration Shares worth US$2,000,000 was issued on February 9, 2021, a further US$2,000,000 worth of Consideration Shares will be issued on or before August 31, 2021, and a further US$1,000,000 worth of Consideration Shares on or before December 31, 2021, at such timings as may be determined at the sole option of the Company. All Consideration Shares are subject to 4-month plus 1-day statutory hold period.

The Property Payment was a credit in favour of Victory Nickel against an aggregate of approximately US$11,880,000 owed by Victory Nickel pursuant to a Secured Debt Facility (“SDF”).

Immediately prior to acquiring the Minago project, the Company acquired the SDF for US$6,675,000 in cash and 3 million of the Company’s common share purchase warrants, each exercisable for a period of 2 years at an exercise price of $0.4764 from an arms-length party pursuant to a Debt Purchase and Assignment Agreement signed on January 15, 2021.

The SDF has been restructured to bear zero percent interest and to expire on February 8, 2026, which will automatically be extended in 5-year increments. The Company will credit the remaining balance under the SDF to Victory Nickel’s benefit, upon completion of an independent economic study proving positive net present value in respect of the Minago project during the term of the SDF. The Company has agreed to reimburse up to $200,000 of financial advisory services rendered by Red Cloud Securities Inc. as disclosed in a news release dated October 30, 2020 of Victory Nickel.

• The Company has subscribed to 40,000,000 common shares of Victory Nickel (“VN share”) at a price per VN share of $0.025 for cash consideration of $1,000,000, which will result in the Company owning approximately 29% of Victory Nickel post-investment on a non-diluted basis. Each VN share is subject to 4-month plus 1-day statutory hold period.

• Additionally, the Company has agreed to issue to Victory Nickel $2,000,000 in the Company’s common shares, upon the price of nickel exceeding US$10 per pound for 30 consecutive business days, at any time before December 31, 2023.

• The Company granted Victory Nickel the right of first refusal exercisable until December 31, 2023 with respect to the exploration of the sandstone (non-nickel bearing sulphides) resources for frac sand extraction at the Minago Project.

ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE

Please refer to the Company’s press release dated February 10, 2021, which is available for review under the Company’s SEDAR profile at www.SEDAR.com.

ITEM 6. RELIANCE ON SUBSECTION 7.1(2) OR 7.1(3) OF NATIONAL INSTRUMENT 51-102

Not applicable

ITEM 7. OMITTED INFORMATION

Not applicable

ITEM 8. SENIOR OFFICER

Contact: Brigitte McArthur, Corporate Secretary Telephone: (604) 569-3661 Email: bmcarthur@silverelef.com

ITEM 9. DATE OF REPORT

February 10, 2021