This short form base shelf prospectus has been filed under legislation in each of the provinces and territories of Canada that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities, except in cases where an exemption from such delivery requirement is available.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws. Accordingly, these securities may not be offered or sold in the United States (as such term is defined in Regulation S under the U.S. Securities Act) except pursuant to transactions exempt from registration under the U.S. Securities Act and under the securities laws of any applicable state. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities in the United States. See "Plan of Distribution".

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Executive Officer of Silver Mountain Resources Inc. at 82 Richmond Street East, Toronto, ON M5C 1P1, Telephone 51 991688540, and are also available electronically at www.sedar.com.

SHORT FORM BASE SHELF PROSPECTUS

New Issue and/or Secondary Offering

November 9, 2022

SILVER MOUNTAIN RESOURCES INC. $25,000,000

Common Shares Warrants Units Subscription Receipts Debt Securities

This short form base shelf prospectus ("Prospectus") relates to the offering for sale by Silver Mountain Resources Inc. ("Silver Mountain" or the "Corporation") from time to time, during the 25-month period that this Prospectus, including any amendments thereto, remains valid, of up to $25,000,000 in the aggregate of: (i) class A common shares in the capital of the Corporation ("Common Shares"); (ii) warrants ("Warrants") to purchase other Securities (as defined below) of the Corporation; (iii) units ("Units") comprising of one or more of the other Securities; (iv) subscription receipts ("Subscription Receipts"); and (v) debt securities of the Corporation (the "Debt Securities" and together with the Common Shares, Warrants, Units and Subscription Receipts, collectively referred to herein as the "Securities"). The Securities may be offered separately or together, in amounts, at prices and on terms determined based on market conditions at the time of the sale and as set forth in an accompanying prospectus supplement (a "Prospectus Supplement").

All shelf information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement containing the specific terms of any Securities will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

The specific terms of any Securities offered will be described in a Prospectus Supplement, including, where applicable: (i) in the case of Common Shares, the number of Common Shares offered, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is a non-fixed price distribution) and any other specific terms; (ii) in the case of Warrants, the number of Warrants being offered, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is a non-fixed price distribution), the designation, number and terms of the other Securities purchasable upon exercise of the Warrants, and any procedures that will result in the adjustment of those numbers, the exercise price, the dates and periods of exercise and any other specific terms; (iii) in the case of Units, the number of Units offered, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is a non-fixed price distribution), the designation, number and terms of the other Securities comprising the Units, and any other specific terms; (iv) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is a non-fixed price distribution), the terms, conditions and procedures for the conversion of the Subscription Receipts into other Securities, the designation, number and terms of such other Securities, and any other specific terms; and (v) in the case of Debt Securities, the designation of the Debt Securities, the aggregate principal amount of the Debt Securities being offered, the currency or currency unit in which the Debt Securities may be purchased, authorized denominations, whether payment on the Debt Securities will be senior or subordinated to the Corporation's other liabilities and obligations, the nature and priority of any security for the Debt Securities, any limit on the aggregate principal amount of the Debt Securities of the series being offered, the issue and delivery date, the maturity date, the offering price (at par, discount or at a premium), the interest rate or method of determining the interest rate, the interest payment date(s), any conversion or exchange rights that are attached to the Debt Securities, any redemption provisions, any repayment provisions, any arrangements with the trustee for the Debt Securities and any other specific terms. A Prospectus Supplement relating to a particular offering of Securities may include terms pertaining to the Securities being offered thereunder that are not within the terms and parameters described in this Prospectus.

The Corporation or a selling securityholder may offer and sell the Securities to or through underwriters or dealers purchasing as principals and may also sell directly to one or more purchasers or through agents or pursuant to applicable statutory exemptions. See "Plan of Distribution". The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent or selling securityholder, as the case may be, engaged by the Corporation in connection with the offering and sale of the Securities, and will set forth the terms of the offering of such Securities, including, to the extent applicable, any fees, discounts or any other compensation payable to underwriters, dealers or agents in connection with the offering, the method of distribution of the Securities, the initial issue price (in the event that the offering is a fixed price distribution), the proceeds that the Corporation will receive and any other material terms of the plan of distribution.

The Securities may be sold from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis, the Securities may be offered at market prices prevailing at the time of sale, at prices determined by reference to the prevailing price of a specified security in a specified market or at prices to be negotiated with purchasers, in which case the compensation payable to an underwriter, dealer or agent in connection with any such sale will be decreased by the amount, if any, by which the aggregate price paid for the Securities by the purchasers is less than the gross proceeds paid by the underwriter, dealer or agent to the Corporation. The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution. This Prospectus may qualify an "at-the-market distribution", as defined under National Instrument 44-102 – Shelf Distributions (an "ATM Distribution"). However, there may be market-based limitations affecting how much the Corporation may raise under an ATM Distribution based on the Corporation's historical trading activity. The Corporation has not engaged any investment dealer in respect of an ATM Distribution, and there is a possibility that the Corporation may not establish an ATM Distribution at all.

In connection with any offering of Securities, other than in relation to an ATM Distribution, the underwriters, dealers, or agents, as the case may be, may over-allot or effect transactions which stabilize, maintain or otherwise affect the market price of the Securities at a level other than those which otherwise might prevail on the open market. Such transactions may be commenced, interrupted, or discontinued at any time. See "Plan of Distribution".

The Common Shares trade on the TSX Venture Exchange (the "TSXV") under the symbol "AGMR". On November 8, 2022, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSXV was $0.335. The offering of any securities under this Prospectus and any Prospectus Supplement is subject to approval of certain legal matters on behalf of the Corporation by Dentons Canada LLP.

Prospective investors should be aware that the purchase of Securities may have tax consequences that may not be fully described in this Prospectus or in any Prospectus Supplement, and should carefully review the tax discussion, if any, in the applicable Prospectus Supplement and in any event consult with a tax adviser.

An investment in the Securities is subject to a number of risks. See "Risk Factors" for a more complete discussion of these risks.

No person is authorized by the Corporation to provide any information or to make any representation other than as contained in this Prospectus in connection with the issue and sale of the Securities offered hereunder.

No underwriter has been involved in the preparation of this Prospectus or performed any review of the contents hereof.

The Corporation is not making an offer of the Securities in any jurisdiction where such offer is not permitted.

Julio Jose Arce Ortiz, Alfredo Plenge Thorne and Juan Carlos Ortiz each directors of the Corporation, and Alfredo Bazo, a director and the Chief Executive Officer of the Corporation, reside outside of Canada, and have appointed the Corporation (82 Richmond Street East, Toronto, ON M5C 1P1) as their agent for service of process. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person that resides outside of Canada, even if the party has appointed an agent for service of process.

The Corporation's registered office and head office is located at 82 Richmond Street East, Toronto, ON M5C 1P1.

ABOUT THIS PROSPECTUS-	1 -
EXCHANGE RATE INFORMATION-	1 -
FORWARD-LOOKING AND OTHER STATEMENTS-	2 -
MARKET AND INDUSTRYDATA-	4 -
SCIENTIFIC AND TECHNICAL INFORMATION-	5 -
DOCUMENTS INCORPORATED BY REFERENCE-	6 -
ABOUT SILVER MOUNTAIN-	10 -
CONSOLIDATED CAPITALIZATION-	15 -
EARNINGS COVERAGE RATIOS-	15 -
DESCRIPTION OF SECURITIES-	15 -
Description of Common Shares-	15 -
Description of Warrants-	16 -
Description of Units-	17 -
Description of Subscription Receipts-	18 -
Description of Debt Securities-	19 -
PRIOR SALES-	21 -
TRADING PRICE AND VOLUME-	21 -
DIVIDENDS-	21 -
USE OF PROCEEDS-	21 -
PLAN OF DISTRIBUTION-	21 -
SELLING SECURITYHOLDERS-	23 -
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS-	23 -
RISK FACTORS-	23 -
EXEMPTION-	25 -
TRANSFER AGENT AND REGISTRAR-	25 -
AUDITORS-	25 -
EXPERTS-	26 -
AGENTS FOR SERVICE OF PROCESS IN CANADA-	26 -
PROMOTER-	26 -
PURCHASERS' STATUTORY AND CONTRACTUAL RIGHTS-	27 -
CERTIFICATE OF THE CORPORATION	C-1
CERTIFICATE OF THE PROMOTER	C-2

ABOUT THIS PROSPECTUS

Prospective investors should rely only on the information contained in or incorporated by reference in this Prospectus or any applicable Prospectus Supplement. References to this "Prospectus" include documents incorporated by reference herein. The Corporation has not authorized anyone to provide any information that is different. The information in or incorporated by reference into this Prospectus is current only as of the date of this Prospectus or the date on the front of such other documents. It should not be assumed that the information contained in this Prospectus is accurate as of any other date. The Corporation is not making an offer of these Securities in any jurisdiction where the offer is not permitted by law.

Before purchasing any Securities, prospective investors should carefully read both this Prospectus and any accompanying Prospectus Supplement prepared by the Corporation, together with the additional information described under the headings "Documents Incorporated by Reference".

When used in this Prospectus and in any Prospectus Supplement, the terms "AGMR" and "the Corporation" refer to Silver Mountain Resources Inc. and its subsidiaries, unless otherwise specified or the context otherwise requires. The term "management" in this Prospectus means those persons acting, from time to time, in the capacities of executive officers of the Corporation. Any statements in this Prospectus made by or on behalf of management are made in such persons' capacities as officers of the Corporation and not in their personal capacities.

The Corporation may, from time to time, sell any combination of the Securities described in this Prospectus in one or more offerings up to an aggregate amount of $25,000,000. This Prospectus provides a general description of the Securities that the Corporation may offer. All information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of those Securities to which the Prospectus Supplement permits.

In this Prospectus and any Prospectus Supplement, all dollar amounts are in Canadian dollars unless otherwise indicated. All references to "US$" or "United States dollars" are used to indicate United States dollar values.

EXCHANGE RATE INFORMATION

The following table sets out, for the period indicated, certain exchange rates based upon the exchange rates published by the Bank of Canada during the respective periods. The rates are set out as United States dollars per $1.00.

	Six Months EndedJune 30, 2022	12 Months EndedDecember 31, 2021	12 Months EndedDecember 31, 2020
Low	$0.7669	$0.7727	$0.6898
High	$0.8031	$0.8306	$0.7863
Average	$0.7866	$0.7980	$0.7461

	Six Months Ended	12 Months Ended	12 Months Ended
	June 30, 2022	December 31, 2021	December 31, 2020
End	$0.7760	$0.7888	$0.7854

Notes:

(1) Source: Bank of Canada

On November 8, 2022, the daily average exchange rate for United States dollars in terms of Canadian dollars, as quoted by the Bank of Canada was $1.00 = US$0.744.

FORWARD-LOOKING AND OTHER STATEMENTS

This Prospectus contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation and its subsidiaries, or the industry in which they operate to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. All statements contained herein that are not clearly historical in nature are forward-looking, and the words such as "plan", "expect", "is expected", "budget", "scheduled", "estimate", "forecast", "target", "contemplate", "intend", "anticipate", or "believe" or similar expressions (including negative and grammatical variations) of such words and phrases, or statements that certain actions, events or results "may", "could", "can", "would", "should", "might", "shall" or "will" be taken, occur or be achieved and similar expressions are generally intended to identify forward-looking statements. Forward-looking statements in this Prospectus include, but are not limited to, statements with respect to:

the Corporation's ability to maintain the listing of its Common Shares on the TSXV;
targeting mineral resources and expansion of deposits;
the Corporation's expectations, strategies and plans for the Project, including the Corporation's planned exploration and development activities;
the results of future exploration and drilling and estimated completion dates for certain milestones;
successfully adding or upgrading mineral resources and successfully developing new deposits;
the costs and timing of future exploration and development; commencement of production at the Project, the timing and amount of future production at the Project, and the capacity of the Project to process production;
the timing, receipt, and maintenance of approvals, licences and permits from the national government, from Peruvian government agencies and from any other applicable government, regulator or administrative body;
future financial or operating performance and condition of the Corporation and its business, operations, and properties;
any other statement that may predict, forecast, indicate, or imply future plans, intentions, levels of activity, results, performance or achievements, planned exploration and business strategy; and

• the expected timing of the completion of the Corporation's business objectives and milestones.

All forward-looking statements and information reflect the Corporation's beliefs and assumptions based on information available at the time the assumption was made. These forward-looking statements are not based on historical facts but rather on management's expectations regarding future activities, results of operations, performance, future capital, and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. By its nature, forwardlooking information involves numerous assumptions, inherent risks, and uncertainties, both general and specific, known and unknown, that contribute to the possibility that the predictions, forecasts, projections or other forward-looking statements will not occur. Factors which could cause future outcomes to differ materially from those set forth in the forward-looking statements include, but are not limited to:

risks relating to the financial markets and general economic environment;
the Corporation's ability to raise any necessary additional capital on reasonable terms to advance the development of the Project and pursue planned exploration;
risks related to the future prices of silver and other metal prices;
risks related to the timing and results of exploration and drilling programs;
the accuracy of any mineral resource estimates;
the metallurgical characteristics of the Project being suitable for mineral production;
the successful operation of the Project;
production costs;
the accuracy of budgeted exploration and development costs and expenditures;
the price of other commodities such as fuel, future currency exchange rates and interest rates;
risks associated with operating conditions, including whereby the Corporation is able to operate in a safe, efficient, and effective manner;
political and regulatory stability;
the Corporation's ability to receive governmental and third-party approvals, licences and permits on favourable terms;
the Corporation's ability to obtain required renewals for existing approvals, licences, and permits and obtaining all other required approvals, licences and permits on favourable terms;
sustained labour stability;
stability in financial and capital goods markets;
availability of equipment;
the Corporation's ability to build and maintain good working relationships with local communities;
no assurance of active or liquid market;
volatility in market price of the Common Shares;
the Corporation's broad use of net proceeds from an offering;
dilutions risks related to additional issuances of Common Shares;
the Corporation's decision to not pay dividends on the Common Shares to-date;
risks related to the inability to enforce of judgments against non-resident directors of the Corporation; and
as further described under the heading "Risk Factors" in this Prospectus and the IPO Prospectus (as defined herein).

Although the Corporation has attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Although the forward-looking statements contained in this Prospectus are based upon what the Corporation's management believes to be reasonable assumptions, the Corporation cannot assure readers that actual results will be consistent with these forward-looking statements.

The Corporation disclaims any intention or obligation to revise forward-looking statements whether as a result of new information, future developments, or otherwise, except as required by law. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Although the Corporation has attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements, there may be other factors that cause unanticipated actions, events or results. 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. The reader is cautioned not to place undue reliance on forward-looking statements.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, market data and certain industry data and forecasts included in this Prospectus and the documents incorporated by reference herein concerning the Corporation's industry and the markets in which the Corporation operates or seeks to operate were obtained from internal company surveys, market research, publicly available information, reports of governmental agencies and industry publications and surveys. The Corporation has relied upon industry publications as the Corporation's primary sources of third-party industry data and forecasts. The Corporation has not independently verified any of the data from third-party sources, nor has the Corporation ascertained the underlying assumptions relied upon therein. Similarly, internal surveys, industry forecasts and market research, which the Corporation believes to be reliable based upon the Corporation's knowledge of the industry, have not been independently verified, and the Corporation does not know what assumptions were used in their preparation. By their nature, forecasts are particularly subject to change or inaccuracies, especially over long periods. While the Corporation is not aware of any misstatements regarding the industry data presented herein or via the documents incorporated herein by reference, estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under "Forward-Looking and Other Statements" and "Risk Factors" in this Prospectus and the documents incorporated by reference herein. While the Corporation believes that its internal research is reliable and market definitions are appropriate, neither such research nor definitions have been verified by any independent source.

SCIENTIFIC AND TECHNICAL INFORMATION

Scientific and technical information relating to the Project (as defined herein) contained in this Prospectus is derived from, and in some instances is a direct extract from, and based on the assumptions, qualifications and procedures set out in, the technical report entitled "National Instrument 43-101 Technical Report – Castrovirreyna Project, Peru", dated October 6, 2021 and amended November 18, 2021 with an effective date of August 17, 2021, prepared by Antonio Cruz Bermudez (the "Castrovirreyna Technical Report"). Reference should be made to the full text of the Castrovirreyna Technical Report, which is available for review under the Corporation's profile on SEDAR at www.sedar.com.

If, after the date of this Prospectus, the Corporation is required by Section 4.2(1)(j) of National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101") to file a technical report to support scientific or technical information that relates to a mineral project on a property material to the Corporation and the exemption under Section 9.2 of NI 43-101 is not available, the Corporation will file such technical report in accordance with Section 4.2(5)(a)(i) of NI 43-101 as if the words "preliminary short form prospectus" refer to a "shelf prospectus supplement".

CIM Definition Standards

The following definitions are reproduced from the CIM Definition Standards:

"Indicated Mineral Resource" means that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors as described below in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource and may only be converted to a Probable Mineral Reserve.

"Inferred Mineral Resource" means that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.

"Measured Mineral Resource" means that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve.

"Mineral Reserve" means the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at pre-feasibility or feasibility level as appropriate that include application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which Mineral Reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported. The public disclosure of a Mineral Reserve must be demonstrated by a pre-feasibility study or feasibility study.

"Mineral Resource" means a concentration or occurrence of solid material of economic interest in or on the Earth's crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a Mineral Resource are known, estimated, or interpreted from specific geological evidence and knowledge, including sampling.

"Probable Mineral Reserve" means the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve.

"Proven Mineral Reserve" means the economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors.

For the purposes of the CIM Definition Standards, "Modifying Factors" are considerations used to convert Mineral Resources to Mineral Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social, and governmental factors.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with or delivered to securities commissions or similar authorities in each of the provinces and territories of Canada. Copies of the documents incorporated herein by reference or a copy of the permanent information record may be obtained on request without charge from the Chief Executive Officer of the Corporation at 82 Richmond Street East, Toronto, ON M5C 1P1 or by accessing the disclosure documents available through the internet on the System for Electronic Document Analysis and Retrieval ("SEDAR"), which can be accessed at www.sedar.com.

As at the date hereof, the Corporation has not yet filed its first annual information form as a reporting issuer. Instead, the Corporation has incorporated by reference into this Prospectus certain disclosure from its long form prospectus dated January 26, 2022 (the "IPO Prospectus").

As at the date hereof, the following documents of the Corporation, filed with or delivered to the securities commissions or similar authorities in each of the provinces and territories of Canada, are specifically incorporated by reference into and form an integral part of this Prospectus, provided that such documents are not incorporated by reference to the extent that their contents are modified or superseded by a statement contained in this Prospectus or in any other subsequently filed document that is also incorporated by reference in this Prospectus, as further described below:

(a) the IPO Prospectus, but excluding the disclosure in the following sections or subsections of the IPO Prospectus:
- (i) the cover pages and "Table of Contents" of the IPO Prospectus;
- (ii) "Exchange Rate Information", at page 10 of the IPO Prospectus;
- (iii) "Eligibility for Investment", at pages 12-13 of the IPO Prospectus;
- (iv) "Marketing Materials", at page 13 of the IPO Prospectus;
- (v) "Prospectus Summary", at pages 14-21 of the IPO Prospectus;
- (vi) "Use of Proceeds", at pages 58-61 of the IPO Prospectus;
- (vii) "Plan of Distribution", at pages 61-64 of the IPO Prospectus;
- (viii) "Selected Financial Information" at pages 64-65 of the IPO Prospectus;
- (ix) "Management's Discussion and Analysis" at pages 65-82 of the IPO Prospectus;
- (x) "Description of Securities Being Distributed", at pages 82-84 of the IPO Prospectus;
- (xi) "Dividend Policy", at page 84 of the IPO Prospectus;
- (xii) "Capitalization", at page 84 of the IPO Prospectus;
- (xiii) "Options to Purchase Securities", at pages 84-86 of the IPO Prospectus;
- (xiv) "Prior Sales", at page 97 of the IPO Prospectus;
- (xv) "Principal Holders of Securities", at page 89 of the IPO Prospectus;
- (xvi) "Director and Executive Compensation", at pages 95-99 of the IPO Prospectus;
- (xvii) "Audit Committee", at pages 99-100 of the IPO Prospectus;
- (xviii) "Statement on Corporate Governance", at pages 101-107 of the IPO Prospectus;
- (xix) "Certain Canadian Federal Income Tax Considerations", at pages 125-130 of the IPO Prospectus;
- (xx) "Auditors, Transfer Agent and Registrar", at pages 130-131 of the IPO Prospectus;
- (xxi) "Experts", at page 131 of the IPO Prospectus;
(xxii) "Purchasers' Statutory Rights of Rescission", at pages 132-133 of the IPO Prospectus;
(xxiii) "Appendix "A" Audit Committee Charter" of the IPO Prospectus;
(xxiv) The condensed interim consolidated financial statements of the Corporation for the three and nine months ended September 30, 2021 and 2020 of the IPO Prospectus;
(xxv) "Certificate of the Company", at page C-1 of the IPO Prospectus;
(xxvi) "Certificate of the Promoter", at page C-2 of the IPO Prospectus; and
(xxvii) "Certificate of the Underwriters", at page C-3 of the IPO Prospectus;

(Collectively, the "Excluded Sections")

(b) the audited consolidated financial statements of the Corporation for the years ended December 31, 2021, and December 31, 2020, together with the notes thereto and the independent auditor's report thereon;
(c) the unaudited consolidated financial statements of the Corporation for the three and six months ended June 30, 2022, and June 30, 2021, together with the notes thereto (the "Interim Financial Statements");
(d) the management's discussion and analysis of the Corporation for the years ended December 31, 2021, and December 31, 2020 (the "MD&A");
(e) the management's discussion and analysis of the Corporation for the three and six months ended June 30, 2022, and June 30, 2021;
(f) the material change report dated February 9, 2022 relating to the closing of the Corporation's initial public offering;
(g) the material change report dated October 26, 2022, relating to the appointment of Richard Contreras to act as the Chief Operating Officer of the Corporation;
(h) the material change report dated July 4, 2022, relating to the appointment of Juan Carlos Ortiz to the board of directors of the Corporation (the "Board"); and
(i) the management information circular dated May 20, 2022, regarding the annual and special meeting of shareholders of the Corporation held on June 23, 2022.

Any document of the type referred to in the preceding paragraph (excluding confidential material change reports), and all other documents of the type required by National Instrument 44-101 - Short Form Prospectus Distributions of the Canadian Securities Administrators to be incorporated by reference in this Prospectus, filed by the Corporation with a securities commission or similar regulatory authority in Canada after the date of this Prospectus and prior to the termination of any offering of Securities hereunder shall be deemed to be incorporated by reference into this Prospectus.

The Excluded Sections have not been incorporated by reference into, and do not form part of, this Prospectus since: (i) comparable and updated disclosure is included elsewhere in this Prospectus (including the documents incorporated by reference herein); (ii) such sections contain specific information relating to the qualification of the securities under the IPO Prospectus and do not pertain to the offering of the Securities that may be offered from time to time under this Prospectus; or (iii) the information contained therein is permitted to be excluded from this Prospectus by National Instrument 44-102 – Shelf Distributions, and will instead be included in any applicable Prospectus Supplement to this Prospectus, to the extent applicable.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be considered in its unmodified or superseded form to constitute part of this Prospectus; rather only such statement as so modified or superseded shall be considered to constitute part of this Prospectus.

Upon a new annual information form and the related annual consolidated financial statements being filed by the Corporation with, and where required, accepted by, the applicable securities regulatory authorities during the currency of this Prospectus, the IPO Prospectus and any previous annual information form, including all amendments thereto, the previous annual consolidated financial statements and all interim unaudited consolidated financial statements (including any management's discussion and analysis related thereto), material change reports and information circulars filed prior to the commencement of the fiscal year in which the new annual information is filed, shall no longer be deemed to be incorporated into this Prospectus for purposes of future offers and sales of Securities hereunder.

A Prospectus Supplement containing the specific terms of any Securities offered thereunder will be delivered to purchasers of such Securities together with this Prospectus to the extent required under applicable securities laws and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement solely for the purposes of the Securities offered hereunder and thereunder.

In addition, certain marketing materials (as that term is defined in applicable Canadian securities legislation) may be used in connection with a distribution of Securities under this Prospectus and the applicable Prospectus Supplement(s). Any "template version" of "marketing materials" (as those terms are defined in applicable Canadian securities legislation) pertaining to a distribution of Securities and filed by the Corporation after the date of the Prospectus Supplement for the distribution and before termination of the distribution of such Securities, will be deemed to be incorporated by reference in that Prospectus Supplement for the purposes of the distribution of Securities to which the Prospectus Supplement pertains.

ABOUT SILVER MOUNTAIN

The following is a summary of information pertaining to the Corporation and does not contain all the information about the Corporation that may be important to prospective investors. Prospective investors should read the more detailed information including, but not limited to, the sections of the IPO Prospectus, the financial statements, and related notes, that are incorporated by reference into and are considered to be a part of this Prospectus.

General

The Corporation was incorporated under the Canada Business Corporations Act (the "CBCA") on January 28, 2021, under the name "Roxy Mining Corp." On March 5, 2021, the Corporation changed its name to "Silver Mountain Resources Inc.". On November 15, 2021, the Corporation filed articles of amendment to effect a split of its issued and outstanding Common Shares on a 10:1 basis, to remove certain transfer restrictions and to empower the directors to appoint additional directors between meetings. The Corporation's head and registered office is located at 82 Richmond Street East, Toronto, Ontario, Canada M5C 1P1.

The Corporation's only subsidiary is Sociedad Minera Reliquias S.A.C. ("AGMR Peru"), a closed stock company incorporated under the law of the Republic of Peru, which the Corporation acquired pursuant to a share exchange agreement dated April 8, 2021, by and among the Corporation and the previous shareholders of AGMR Peru. AGMR Peru owns a mineral project located near the town of Castrovirreyna, department of Huancavelica, province of Castrovirreyna, Peru (the "Project").

Intercorporate Relationships

The following chart outlines the inter-corporate relationships between the Corporation and its subsidiaries, including details of the jurisdiction of formation of each subsidiary:

Summary Description of the Business

The Corporation's principal business objectives are the acquisition, exploration, and development of precious metal resource properties. The Corporation's principal asset is a 99.99% interest in AGMR Peru, a closed stock company incorporated under the laws of the Republic of Peru which the Corporation acquired through a share exchange in April 2021. The Corporation owns all but one share in AGMR Peru, as the Peruvian General Corporate Law requires that AGMR Peru have more than one shareholder. The one share of AGMR Peru that is not owned by the Corporation is owned by Mula Mining Corp. ("Mula Mining"), which is a shareholder of the Corporation.

Since the Corporation's incorporation, it has focused on the exploration and development of the Project and the raising of equity capital to fund the exploration and development of such project. The Corporation has a Board with depth of experience and market credibility and an exploration and development team with an extensive track record of developing high-grade, profitable underground mines.

Recent Developments

On February 2, 2022, the Corporation closed its initial public offering (the "Offering") of 46,000,000 units of the Corporation (the "Units") at a price of $0.50 per Unit (the "Offering Price"), for gross proceeds of $23,000,000. The Corporation also issued an additional 6,900,000 Units at the Offering Price, for additional gross proceeds of $3,450,000, in connection with the exercise in full of the over-allotment option. Each Unit is comprised of one Common Share and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price of $0.70 per Common Share for a period of 24 months following the closing of the Offering. The Offering was made through a syndicate of underwriters co-led by Eight Capital and Sprott Capital Partners LP and including Research Capital Corporation.

On February 2, 2022, the Common Shares commenced trading on the TSXV under the symbol "AGMR".

On March 1, 2022, the Corporation announced that it had fully repaid the outstanding balance of approximately US$2.92 million in connection with its loan from Trafigura Beheer BV, which satisfied all outstanding amounts under the loan.

On March 9, 2022, the Corporation announced that the Warrants had been approved for trading on the TSXV. The Warrants commenced trading under the symbol "AGMR.WT" on March 11, 2022.

On May 3, 2022, the Corporation announced that it had replaced Marrelli Trust Company Limited as the registrar and transfer agent of the Common Shares with Odyssey Trust Company.

On May 12, 2022, the Corporation announced that Bryan Coates had resigned from the Board. In connection with his resignation, Mr. Coates' stock options were cancelled.

On May 17, 2022, the Corporation announced that Blair Zaritsky had been appointed to the Board. In connection with Mr. Zaritsky's appointment, he was granted 660,000 stock options to acquire up to 660,000 Common Shares at an exercise price of $0.50 per Common Share.

On June 16, 2022, the Corporation announced that its Common Shares had commenced trading on the OTCQB® Venture Market under the symbol "AGMRF".

On June 23, 2022, the Corporation announced that Julio Jose Arce Ortiz, Alfredo Plenge Thorne, Alfredo Bazo, Jose Vizquerra, Victoria Vargas, and Blair Zaritsky had been re-elected to the Board at the annual general and special meeting of shareholders of the Corporation held on June 23, 2022. The Corporation also announced that BDO Canada LLP had been re-appointed as the auditors of the Corporation and that shareholders had approved the Corporation's 10% rolling stock option plan.

On June 28, 2022, the Corporation announced that Juan Carlos Ortiz had been appointed to the Board. In connection with Mr. Ortiz's appointment, he was granted 660,000 stock options to acquire up to 660,000 Common Shares at an exercise price of $0.50 per Common Share.

On July 18, 2022, the Corporation announced that its Common Shares had commenced trading on the Lima Stock Exchange in Peru under the symbol "AGMR".

On August 3, 2022, the Corporation announced that the Common Shares were eligible for electronic clearing and settlement through Depository Trust Company "DTC" in the United States.

On September 7, 2022, the Corporation announced that it had commenced the refurbishment activities at its 2,000 tonnes per day concentrator plant.

On September 8, 2022, the Corporation announced initial results from underground channel sampling at the Reliquias silver mine at the Castrovirreyna Project in Huancavelica, Peru. Assays were received for 183 rock channel samples taken from of the Meteysaca Vein.

On September 12, 2022, the Corporation announced that it had entered into an advertising agreement dated September 12, 2022 (the "Advertising Agreement") with Gold Standard Media, LLC ("Gold Standard"), whereby Gold Standard, together with certain of its affiliates, has agreed to provide certain promotional and advertising services to the Corporation. The Corporation does not consider the Advertising Agreement to be a material contract.

The Advertising Agreement is effective as of February 2, 2022 and is valid until February 2, 2024, however, the Advertising Agreement may be terminated by the Corporation or Gold Standard at any time. Pursuant to the Advertising Agreement, Gold Standard will assist the Corporation with: the creation of landing pages, native advertisements, email marketing, influencer endorsement and publications for increasing awareness about the Corporation (collectively, the "Services"). The Services are ongoing and will continue to be provided by the Service Providers (as defined below) until the end of the term of the Advertising Agreement, unless terminated earlier by either party.

The Services are to be provided by Gold Standard together with its affiliates, Future Money Trends LLC, Wealth Research Group LLC and Portfolio Wealth Global LLC (collectively, the "Service Providers"). Gold Standard and its affiliates manage a marketing team that provides services for a broad range of companies listed on recognized stock exchanges, including the TSXV and New York Stock Exchange since 2010.

The total compensation payable to the Service Providers pursuant to the Advertising Agreement is as follows:

Service Provider	Compensation
Gold Standard Media, LLC	CAD$12,500 per month and USD$5,000 per month
Future Money Trends LLC	CAD$12,500 per month and USD$6,250 per month
Wealth Research Group LLC	CAD$8,333.33 per month and USD$4,166.66 per month
Portfolio Wealth Global LLC	CAD$8,333.33 per month and USD$5,416.66 per month

The Corporation has pre-paid the Service Providers, for the Services, in full, by paying $1,000,000 in the first quarter of 2022 and US$500,000 in June 2022. Such fees are based on the above monthly payment schedule and the Corporation expects to receive the applicable reimbursement in the event that the Advertising Agreement is terminated prior to the completion of the term. The fees paid to the Service Providers were reflected in the Corporation's financial statements for the period ended June 30, 2022 and the related management's discussion and analysis as US$804,851 of "Advertising and Marketing" expenditures and US$500,000 of "Professional Fees". Please refer to Note 15 of the Interim Financial Statements and page nine of the MD&A.

On September 12, 2022, the Corporation became aware of certain promotional activities concerning the Corporation and the Common Shares, including the distribution of four promotional newsletter emails (collectively, the "Newsletters") published by each of Wealth Research Group, Crush The Street, Portfolio Wealth Global, and Future Trends Digest discussing the Corporation, some of its projects, its investors, and the global silver market. All of the Newsletters were distributed by the Service Providers in connection with the Advertising Agreement and, therefore, paid for by the Corporation. The Corporation does not believe the statements in the Newsletters were false or misleading.

None of the Corporation and its officers were involved, directly, with the creation of the Newsletters. The Corporation provided the Service Providers publicly available information in respect of the Corporation for the Newsletters and did not have editorial control over the Newsletters, including reviewing the Newsletters for factual accuracy prior to their dissemination.

The Corporation does not believe the statements in the Newsletters were false or misleading, however, the Corporation wishes to caution readers that these statements are speculative in nature. In addition, given that the Advertising Agreement became effective as of February 2, 2022, the Corporation acknowledges that the Advertising Agreement should have been announced via press release in February 2022 in accordance with the policies of the TSXV. The Corporation has taken steps to ensure that such noncompliance does not occur in the future, including: (i) the Corporation's Chief Executive Officer and Chief Financial Officer having completed the Toronto Stock Exchange's public company course at Osgoode Hall Law School; and (ii) external counsel to the Corporation having led meetings with the Corporation's senior management team and board of directors to review the policies of the TSXV and the requirements of applicable securities laws.

In addition, following the dissemination of the Newsletters, the Corporation has implemented a procedure whereby any content produced and proposed to be disseminated by an investor relations service provider is first sent to each of the Corporation's Chief Executive Officer, Chief Financial Officer and Chair of the Board for review. The Chief Financial Officer will take primary responsibility and will review and approve all content prior to dissemination, with direct oversight from the Chief Executive Officer. The Corporation will also seek the input of external legal counsel where appropriate. The Corporation has communicated this procedure to the Service Providers and will communicate the procedure to any future investor relations service provider engaged by the Corporation.

The Corporation has received a letter from the compliance group at the TSXV noting that the Corporation has contravened certain policies of the TSXV in connection with the filing of the Advertising Agreement and the content of the Newsletters. The TSXV has advised that they are not taking any action against the Corporation in respect of the foregoing but that such contraventions will be considered further in the event that the Corporation contravenes TSXV policies in the future.

The Corporation has also received a letter from OTC Markets Group Inc. (the "Promotion Request") requesting that the Corporation issue a press release containing additional information regarding the promotional activities undertaken in connection with the Advertising Agreement, including the publishing of the Newsletters. The Corporation issued the requested press release on September 14, 2022. OTC Markets Group Inc. has advised the Corporation that it has no further comments related to the Promotion Request and that it considers such matter closed.

On September 13, 2022, the Corporation announced that it had initiated the preparation of a technical report for its El Milagro project, which is to be prepared in compliance with the requirements of NI 43-101. The El Milagro project is situated approximately 40 km southeast of the Corporation's Reliquias concession block, straddling the boundary between the Huancavelica and Ayacucho regions of Peru.

On September 15, 2022, the Corporation announced that a high sulphidation epithermal gold-silver target has been recognized at the Pucasora zone, within the Corporation's 15000-ha Dorita property block in Huancavelica, Peru. Pucasora is located approximately 3 km southwest of the Dorita vein system.

On September 21, 2022, the Corporation provided update on its underground drilling at the Reliquias silver mine at the Castrovirreyna Project in Huancavelica, central Peru. 58 bore holes had been completed as of the date of announcement.

On October 4, 2022, the Corporation announced additional results from underground channel sampling at the Reliquias silver mine in Huancavelica, central Peru. Assays were received for another 66 rock channel samples taken from Level 415 of the Meteysaca Vein, complementing the underground sampling results published on September 8, 2022.

On October 25, 2022, the Corporation announced that Richard Contreras had been appointed to act as the Chief Operating Officer of the Corporation.

On October 26, 2022, the Corporation provided an update on the underground drilling at the Corporation's Reliquias silver mine in Huancavelica, central Peru. 65 bore holes were completed as of the date of the press release, with the Corporation reporting the results of six holes drilled to test the Matacaballo vein.

On November 3, 2022, the Corporation announced that it had entered into a purchase agreement to acquire a 100% interest in the Lira de Plata project from Pan American Silver Corp. ("Pan American Silver"), which includes a package of 14 mining concessions. The agreement was reached with a local subsidiary of Pan American Silver (Pan American Silver Peru S.A.C.), which held the mining title to the 14 claims covering a total area of 799.5078 ha. The Lira de Plata mining concessions are situated in the vicinity of the Corporation's Reliquias silver mine in Huancavelica, central Peru. The cash consideration payable by the Corporation to Pan American Silver for the transfer of the mining titles consists of a payment of US$80,000. Pan American Silver does not retain any interest nor any net smelter return on the Lira de Plata concessions. The effective date of the transaction is October 26, 2022.

Updates to Business Objectives and Milestones

In the IPO Prospectus, the Corporation disclosed the business objectives and milestones that it intends to accomplish. As of the date hereof, there have been certain non-material changes to the Corporation's anticipated timing for achieving certain business objectives. A description of such variances is provided below:

• The Corporation originally expected to commence the refurbishment of its processing plant in Q1- Q2 2022. The Corporation now expects to commence the refurbishment of its processing plant in Q3 2022. The delay is a result of certain additional engineering and geochemical testing that is being undertaken by the Corporation prior to commencement of the refurbishment.

The Corporation originally expected to complete the refurbishment of its processing plant in Q1 2023. The Corporation now expects to complete the refurbishment of its processing plant in Q2 2023. The delay is a result of the delay in commencing the refurbishment of the processing plant.
The Corporation originally expected to begin the preparation of its tailings dam for proposed upgrades in Q1-Q4 2022, the Corporation now expects to begin the preparation of its tailings dam for proposed upgrades in Q2 2023. As the tailings dam has approximately two years of capacity remaining at 2,000 tonnes per day, the Corporation has elected to delay the proposed upgrades while it prioritizes other aspects of the Castrovirreyna Project.

The Corporation is currently conducting its stage one exploration program at the Castrovirreyna Project. The remaining exploration activities are expected to consist of an additional 2,500m of underground drilling, channel sampling, density testing, geochemical analysis, hydrology analysis and geomechanic studies for the purposes of preparing a NI 43-101 compliant mineral resource. The Corporation expects to complete its stage one exploration program at the Castrovirreyna Project in Q1 2023.

For the six months ended June 30, 2022, the Corporation recognized US$1,082,092 in contractor service fees in respect of exploration work for the Brownfield-Reliquias Mine and US$254,524 in contractor service fees in respect of exploration work for the Greenfield-Dorita Mine. These fees relate to a variety of specialized activities conducted by third-party contractors, including, the diamond drill hole program, mapping, underground mine preparation and other exploration and general activities.

CONSOLIDATED CAPITALIZATION

Since June 30, 2022, the date of the Corporation's most recently completed financial period, there have been no material changes to the Corporation's share and loan capitalization. The applicable Prospectus Supplement will describe any material change, and the effect of such material change, on the Corporation's share and loan capitalization that will result from the issuance of Securities pursuant to such Prospectus Supplement.

EARNINGS COVERAGE RATIOS

The applicable Prospectus Supplement will provide, as required, the earnings coverage ratios with respect to the issuance of Securities pursuant to such Prospectus Supplement.

DESCRIPTION OF SECURITIES

The following is a brief summary of certain general terms and provisions of the Securities as at the date of this Prospectus. The summary does not purport to be complete and is indicative only. The specific terms of any Securities to be offered under this Prospectus, and the extent to which the general terms described in this Prospectus apply to such Securities, will be set forth in the applicable Prospectus Supplement. Moreover, a Prospectus Supplement relating to a particular offering of Securities may include terms pertaining to the Securities being offered thereunder that are not within the terms and parameters described in this Prospectus.

Description of Common Shares

The following is a brief summary of the material attributes of the Common Shares. This summary does not purport to be complete. For full particulars and additional details on the Common Shares, reference should be made to the Corporation's articles of incorporation, a copy of which is available on SEDAR at www.sedar.com.

The Corporation's authorized share capital consists of an unlimited number of Common Shares without par value and an unlimited number of class B non-voting common shares ("Non-Voting Shares"), without par value, of which 186,419,860 Common Shares and no Non-Voting Shares are issued and outstanding as at the date hereof.

All of the Common Shares rank equally as to voting rights, participation in a distribution of the assets of the Corporation on a liquidation, dissolution or winding-up of the Corporation and entitlement to any dividends declared by the Corporation. The holders of the Common Shares are entitled to receive notice of, and to attend and vote at, all meetings of shareholders (other than meetings at which only holders of another class or series of shares are entitled to vote). Each Common Share carries the right to one vote. In the event of the liquidation, dissolution or winding-up of the Corporation, or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, the holders of the Common Shares will be entitled to receive, on a pro rata basis, all of the assets remaining after the payment by the Corporation of all of its liabilities. The holders of Common Shares are entitled to receive dividends as and when declared by the Board in respect of the Common Shares on a pro rata basis.

Description of Warrants

The following is a brief summary of certain general terms and provisions of the Warrants that may be offered pursuant to this Prospectus. This summary does not purport to be complete. The particular terms and provisions of the Warrants as may be offered pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement pertaining to such offering of Warrants, and the extent to which the general terms and provisions described below may apply to such Warrants will be described in the applicable Prospectus Supplement.

Warrants may be offered separately or together with other Securities, as the case may be. Each series of Warrants may be issued under a separate warrant indenture or warrant agency agreement to be entered into between the Corporation and one or more banks or trust companies acting as Warrant agent or may be issued as stand-alone contracts. The applicable Prospectus Supplement will include details of the Warrant agreements, if any, governing the Warrants being offered. The Warrant agent, if any, will be expected to act solely as the agent of the Corporation and will not assume a relationship of agency with any holders of Warrant certificates or beneficial owners of Warrants. The following sets forth certain general terms and provisions of the Warrants that may be offered under this Prospectus. The specific terms of the Warrants, and the extent to which the general terms described in this section apply to those Warrants, will be set forth in the applicable Prospectus Supplement.

A copy of any warrant indenture or any warrant agency agreement relating to an offering of Warrants will be filed by the Corporation with the relevant securities regulatory authorities in Canada after it has been entered into by the Corporation.

Each applicable Prospectus Supplement will set forth the terms and other information with respect to the Warrants being offered thereby, which may include, without limitation, the following (where applicable):

the designation of the Warrants;
the aggregate number of Warrants offered and the offering price;
the designation, number and terms of the other Securities purchasable upon exercise of the Warrants, and procedures that will result in the adjustment of those numbers;
the exercise price of the Warrants;
the dates or periods during which the Warrants are exercisable;
the designation and terms of any securities with which the Warrants are issued;
if the Warrants are issued as a unit with another Security, the date on and after which the Warrants and the other Security will be separately transferable;
any minimum or maximum amount of Warrants that may be exercised at any one time;
whether such Warrants will be listed on any securities exchange;
any terms, procedures and limitations relating to the transferability, exchange, or exercise of the Warrants;
certain material Canadian tax consequences of owning the Warrants; and
any other material terms and conditions of the Warrants.

Description of Units

The following is a brief summary of certain general terms and provisions of the Units that may be offered pursuant to this Prospectus. This summary does not purport to be complete. The particular terms and provisions of the Units as may be offered pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement pertaining to such offering of Units, and the extent to which the general terms and provisions described below may apply to such Units will be described in the applicable Prospectus Supplement.

The Corporation may issue Units comprised of one or more of the other Securities described herein in any combination.

Each Unit may be issued so that the holder of the Unit is also the holder of each Security included in the Unit. Thus, the holder of a Unit may have the rights and obligations of a holder of each included Security. Any Unit agreement under which a Unit may be issued may provide that the Securities included in the Unit may not be held or transferred separately at any time or at any time before a specified date.

Each applicable Prospectus Supplement will set forth the terms and other information with respect to the Units being offered thereby, which may include, without limitation, the following (where applicable):

the designation, number, and terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately;
the price at which the Units will be offered;
any provisions for the issuance, payment, settlement, transfer, or exchange of the Units or of the Securities comprising the Units;
certain material Canadian tax consequences of owning the Securities comprising the Units; and
any other material terms and conditions of the Units.

The preceding description and any description of Units in an applicable Prospectus Supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to any Unit agreement and, if applicable, collateral arrangements and depositary arrangements relating to such Units.

Description of Subscription Receipts

The following is a brief summary of certain general terms and provisions of the Subscription Receipts that may be offered pursuant to this Prospectus. This summary does not purport to be complete. The particular terms and provisions of the Subscription Receipts as may be offered pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement pertaining to such offering of Subscription Receipts, and the extent to which the general terms and provisions described below may apply to such Subscription Receipts will be described in the applicable Prospectus Supplement.

Subscription Receipts may be offered separately or together with other Securities, as the case may be. The Subscription Receipts may be issued under a subscription receipt agreement.

The applicable Prospectus Supplement will include details of any subscription receipt agreement covering the Subscription Receipts being offered. A copy of any subscription receipt agreement relating to an offering of Subscription Receipts will be filed by the Corporation with the relevant securities regulatory authorities in Canada after the Corporation has entered into it. The specific terms of the Subscription Receipts, and the extent to which the general terms described in this section apply to those Subscription Receipts, will be set forth in the applicable Prospectus Supplement. This description may include, without limitation, the following (where applicable):

the number of Subscription Receipts;
the price at which the Subscription Receipts will be offered;
the terms, conditions and procedures for the conversion of the Subscription Receipts into other Securities;
the designation, number and terms of the other Securities that may be exchanged upon conversion of each Subscription Receipt;
the designation, number and terms of any other Securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each Security;
terms applicable to the gross or net proceeds from the sale of the Subscription Receipts plus any interest earned thereon;
certain material Canadian tax consequences of owning the Subscription Receipts; and

• any other material terms and conditions of the Subscription Receipts.

Description of Debt Securities

The following is a brief summary of certain general terms and provisions of the Debt Securities that may be offered pursuant to this Prospectus. This summary does not purport to be complete. The particular terms and provisions of the Debt Securities as may be offered pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement pertaining to such offering of Debt Securities, and the extent to which the general terms and provisions described below may apply to such Debt Securities will be described in the applicable Prospectus Supplement.

The Debt Securities may be offered separately or together with other Securities, as the case may be. The Debt Securities will be issued in one or more series under an indenture (the "Indenture") to be entered into between the Corporation and one or more trustees that will be named in a Prospectus Supplement for a series of Debt Securities. The applicable Prospectus Supplement will include details of the Indenture governing the Debt Securities being offered. A copy of the Indenture relating to an offering of Debt Securities will be filed by the Corporation with the relevant securities regulatory authorities in Canada after the Corporation has entered into it. The description of certain provisions of the Indenture in this section do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the provisions of the Indenture. The particular terms relating to Debt Securities offered by a Prospectus Supplement will be described in the related Prospectus Supplement. This description may include, but may not be limited to, any of the following, if applicable:

the specific designation of the Debt Securities;
the price or prices at which the Debt Securities will be issued;
any limit on the aggregate principal amount of the Debt Securities;
the date or dates, if any, on which the Debt Securities will mature and the portion (if less than all of the principal amount) of the Debt Securities to be payable upon declaration of acceleration of maturity;
the rate or rates (whether fixed or variable) at which the Debt Securities will bear interest, if any, the date, or dates from which any such interest will accrue and on which any such interest will be payable and the record dates for any interest payable on the Debt Securities that are in registered form;
the terms and conditions under which the Corporation may be obligated to redeem, repay, or purchase the Debt Securities pursuant to any sinking fund or analogous provisions or otherwise;
the terms and conditions upon which the Corporation may redeem the Debt Securities, in whole or in part, at the Corporation's option;
the covenants and events of default applicable to the Debt Securities;
the terms and conditions for any conversion or exchange of the Debt Securities for any other securities of the Corporation;
whether the Debt Securities will be issuable in registered form or bearer form or both, and, if issuable in bearer form, the restrictions as to the offer, sale and delivery of the Debt Securities which are in bearer form and as to exchanges between registered form and bearer form;
whether the Debt Securities will be issuable in the form of registered global securities ("Global Securities"), and, if so, the identity of the depositary for such registered Global Securities;
the denominations in which registered Debt Securities will be issuable;
each office or agency where payments on the Debt Securities will be made and each office or agency where the Debt Securities may be presented for registration of transfer or exchange;
the currency in which the Debt Securities are denominated or the currency in which the Corporation will make payments on the Debt Securities;
any index, formula or other method used to determine the amount of payments of principal of (and premium, if any) or interest, if any, on the Debt Securities; and
any other terms of the Debt Securities which apply solely to the Debt Securities.

Each series of Debt Securities may be issued at various times with different maturity dates, may bear interest at different rates and may otherwise vary.

The terms on which a series of Debt Securities may be convertible into or exchangeable for Common Shares or other securities of the Corporation will be described in the applicable Prospectus Supplement. These terms may include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at the option of the Corporation and may include provisions pursuant to which the number of Common Shares or other securities to be received by the holders of such series of Debt Securities would be subject to adjustment.

To the extent any Debt Securities are convertible into Common Shares or other securities of the Corporation, prior to such conversion the holders of such Debt Securities will not have any of the rights of holders of the securities into which the Debt Securities are convertible, including the right to receive payments of dividends or the right to vote such underlying securities.

This Prospectus does not qualify for issuance Debt Securities in respect of which the payment of principal, premium and/or interest may be determined, in whole or in part, by reference to one or more underlying interests, including, for example, an equity or debt security, a statistical measure of economic or financial performance including, but not limited to, any currency, consumer price or mortgage index, or the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items. For greater certainty, this Prospectus may qualify for issuance Debt Securities in respect of which the payment of principal, premium and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate or a bankers' acceptance rate, or to recognized market benchmark interest rates.

PRIOR SALES

Information in respect of prior sales of the Common Shares or other Securities distributed under this Prospectus and for securities that are convertible or exchangeable into Common Shares or such other Securities within the previous 12-month period will be provided, as required, in a Prospectus Supplement with respect to the issuance of the Common Shares or other Securities pursuant to such Prospectus Supplement.

TRADING PRICE AND VOLUME

Information regarding trading price and volume of the Securities will be provided as required for all of the Corporation's issued and outstanding Securities that are listed on any securities exchange, as applicable, in each Prospectus Supplement.

DIVIDENDS

The Corporation has not previously paid any dividends on its Common Shares. While the Corporation is not restricted from paying dividends other than pursuant to certain solvency tests prescribed under the CBCA, the Corporation does not intend to pay dividends on any of its Common Shares in the foreseeable future.

USE OF PROCEEDS

The use of proceeds from the sale of Securities will be described in the applicable Prospectus Supplement relating to a specific offering and sale of Securities. The Corporation will not receive any proceeds from the sale of Securities by selling securityholders.

Management of the Corporation will retain broad discretion in allocating the net proceeds of any offering of Securities under this Prospectus and the Corporation's actual use of the net proceeds will vary depending on its operating and capital needs from time to time.

The Corporation has a history of negative cash flow from operating activities. To the extent that the Corporation has negative operating cash flows in future periods, the Corporation may need to deploy a portion of its existing working capital to fund such negative cash flow. As of June 30, 2022, the Corporation had cash and cash equivalents on hand of approximately US$17.36 million and working capital of approximately US$15.67 million.

The Corporation may, from time to time, issue securities (including Securities) other than pursuant to this Prospectus.

PLAN OF DISTRIBUTION

The Corporation may from time to time during the 25-month period that this Prospectus, including any amendments and supplements hereto, remains valid, offer for sale and issue up to an aggregate of $25,000,000 in Securities hereunder.

The Corporation may offer and sell the Securities to or through underwriters or dealers purchasing as principals and may also sell directly to one or more purchasers or through agents or pursuant to applicable statutory exemptions. The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent, as the case may be, engaged by the Corporation in connection with the offering and sale of the Securities, and will set forth the terms of the offering of such Securities, including, to the extent applicable, any fees, discounts or any other compensation payable to underwriters, dealers or agents in connection with the offering, the method of distribution of the Securities, the initial issue price (in the event that the offering is a fixed price distribution), the proceeds that the Corporation will receive and any other material terms of the plan of distribution. Any initial offering price and discounts, concessions or commissions allowed or re-allowed or paid to dealers may be changed from time to time.

In connection with the sale of the Securities, underwriters, dealers or agents may receive compensation from the Corporation or from other parties, including in the form of underwriters', dealers' or agents' fees, commissions or concessions. Underwriters, dealers, and agents that participate in the distribution of the Securities may be deemed to be underwriters for the purposes of applicable Canadian securities legislation and any such compensation received by them from the Corporation and any profit on the resale of the Securities by them may be deemed to be underwriting commissions.

In connection with any offering of Securities, other than in relation to an ATM Distribution, the underwriters, dealers or agents, as the case may be, may over-allot or effect transactions which stabilize, maintain or otherwise affect the market price of the Securities at a level other than those which otherwise might prevail on the open market. Such transactions may be commenced, interrupted, or discontinued at any time.

Underwriters, dealers or agents who participate in the distribution of the Securities may be entitled, under agreements to be entered into with the Corporation, to indemnification by the Corporation against certain liabilities, including liabilities under Canadian securities legislation, or to contribution with respect to payments, which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, the Corporation in the ordinary course of business.

Unless otherwise specified in the applicable Prospectus Supplement, each series or issue of Securities (other than Common Shares) will be a new issue of Securities with no established trading market. Accordingly, there is currently no market through which the Securities (other than Common Shares) may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent of issuer regulation. The Corporation may elect to list any of the Securities on one or more exchanges, but unless otherwise specified in the applicable Prospectus Supplement, the Corporation shall not be obligated to do so. In addition, underwriters will not be obligated to make a market in any securities. No assurance can be given regarding the activity of trading in, or liquidity of, any Securities. See "Risk Factors".

This Prospectus constitutes a public offering of these Securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such Securities. Unless otherwise specified in the applicable Prospectus Supplement, the Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws. Unless otherwise specified in the applicable Prospectus Supplement, the Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, unless the Securities are registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available. Each underwriter, dealer and agent who participates in the distribution will agree not to sell or offer to sell or to solicit any offer to buy any Securities within the United States or to, or for the account or benefit of, a U.S. person, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these Securities in the United States.

SELLING SECURITYHOLDERS

Securities may be sold under this Prospectus by way of secondary offering by or for the account of certain of the Corporation's securityholders (other than in connection with any "at-the-market distribution"). Any Prospectus Supplement filed in connection with an offering of Securities by selling securityholders will include the following information: (i) the names of the selling securityholders; (ii) the number or amount of Securities owned, controlled or directed of the class being distributed by each selling securityholder; (iii) the number or amount of Securities of the class being distributed for the account of each selling securityholder; (iv) the number or amount of Securities of any class to be owned, controlled or directed by the selling securityholders after the distribution and the percentage that number or amount represents of the total number of the Corporation's outstanding Securities; (v) whether the Securities are owned by the selling securityholders both of record and beneficially, of record only, or beneficially only; (vi) where applicable, the disclosure required by Form 44-101F1 – Short Form Prospectus, and selling securityholders will file a non-issuer's submission to jurisdiction form with the applicable Prospectus Supplement; and (vii) all other information that is required to be included in the applicable Prospectus Supplement.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement may describe certain Canadian federal income tax consequences to a purchaser who is a non-resident of Canada or to a purchaser who is a resident of Canada of acquiring, owning and disposing of any of the Securities offered thereunder.

RISK FACTORS

Before deciding to invest in any Securities, prospective purchasers of the Securities should consider carefully the risk factors and the other information contained and incorporated by reference in this Prospectus and the applicable Prospectus Supplement relating to a specific offering of Securities before purchasing the Securities. An investment in the Securities offered hereunder is speculative and involves a high degree of risk. Information regarding the risks affecting the Corporation and its business is provided in the documents incorporated by reference in this Prospectus, including in the IPO Prospectus and MD&A under the heading "Risk Factors". See "Documents Incorporated by Reference".

No Assurance of Active or Liquid Market

No assurance can be given that an active or liquid trading market for the Common Shares will be sustained. If an active or liquid market for the Common Shares fails to be sustained, the prices at which such Securities trade may be adversely affected. Whether or not the Common Shares will trade at lower prices depends on many factors, including the liquidity of the Common Shares, prevailing interest rates, the markets for similar securities, general economic conditions and the Corporation's financial condition, historic financial performance, and future prospects.

There is currently no market through which the Securities (other than the Common Shares) may be sold and purchasers may not be able to resell such securities. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such securities and the extent of issuer regulation.

Public Markets and Share Prices

The market price of the Common Shares and any other Securities offered hereunder that become listed and posted for trading on the TSXV or any other stock exchange could be subject to significant fluctuations in response to variations in the Corporation's operating results or other factors. In addition, fluctuations in the stock market may adversely affect the market price of the Common Shares and any other Securities offered hereunder that become listed and posted for trading on the TSXV or any other stock exchange regardless of the operating performance of the Corporation. Securities markets have also experienced significant price and volume fluctuations from time to time. In some instances, these fluctuations have been unrelated or disproportionate to the operating performance of issuers. Market fluctuations may adversely impact the market price of the Common Shares and any other Securities offered hereunder that become listed and posted for trading on the TSXV or any other stock exchange. There can be no assurance of the price at which the Common Shares and any other Securities offered hereunder that become listed and posted for trading on the TSXV or any other stock exchange will trade.

Use of the Net Proceeds from an Offering

Management of the Corporation will have broad discretion with respect to the application of net proceeds received by the Corporation from the sale of Securities under this Prospectus or a future Prospectus Supplement and may spend such proceeds in ways that do not improve the Corporation's results of operations or enhance the value of the Common Shares, or its other securities issued and outstanding from time to time. Any failure by management to apply these funds effectively could result in financial losses that could have a material adverse effect on the Corporation's business or cause the price of the securities of the Corporation issued and outstanding from time to time to decline.

Additional Issuances and Dilution

The Corporation may issue and sell additional securities of the Corporation to finance its operations. The Corporation cannot predict the size or type of future issuances of securities of the Corporation or the effect, if any, that future issuances and sales of securities will have on the market price of any securities of the Corporation issued and outstanding from time to time. Sales or issuances of substantial amounts of securities of the Corporation, or the perception that such sales could occur, may adversely affect prevailing market prices for securities of the Corporation issued and outstanding from time to time. With any additional sale or issuance of securities of the Corporation, holders will suffer dilution with respect to voting power and may experience dilution in the Corporation's earnings per share. Moreover, this Prospectus may create a perceived risk of dilution resulting in downward pressure on the price of the Corporation's issued and outstanding Common Shares, which could contribute to progressive declines in the prices of such securities.

No Dividends have been paid on the Common Shares

The Corporation has paid no cash dividends on any of its Common Shares to date and currently intends to retain its future earnings, if any, to fund the development growth of its businesses. In addition, the terms of any future debt or credit facility may preclude the Corporation from paying any dividends unless certain consents are obtained, and certain conditions are met.

Enforcement of Judgments Against Foreign Persons may not be Possible

Canadian investors should be aware that each of the non-resident members of the Board and management resides outside of Canada ("Non-Resident Persons"); as a result, it may not be possible for holders to effect service of process within Canada upon the Non-Resident Persons. All or a substantial portion of the assets of each of the Non-Resident Persons are likely to be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against the Non-Resident Persons in Canada or to enforce a judgment obtained in Canadian courts against the Non-Resident Persons outside of Canada.

EXEMPTION

Pursuant to a decision of the Autorité des marchés financiers dated August 10, 2022, the Corporation was granted a permanent exemption from the requirement to translate into French this Prospectus as well as the documents incorporated by reference herein and any Prospectus Supplement to be filed in relation to an ATM Distribution. This exemption is granted on the condition that this Prospectus and any Prospectus Supplement (other than in relation to an ATM Distribution) be translated into French if the Corporation offers Securities to Québec purchasers in connection with an offering other than in relation to an ATM Distribution.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares is Odyssey Trust Company at its principal offices in Toronto, Ontario.

AUDITORS

The Corporation's auditors are BDO Canada LLP, having an address at Unit 1100-Royal Centre, 1055 West Georgia Street, P.O. Box 11101, Vancouver, British Columbia V6E 3P3. The annual consolidated financial statements of the Corporation for the year ended December 31, 2021 incorporated by reference in this Prospectus haven been audited by BDO Canada LLP, chartered public accountants, as set forth in their report incorporated by reference in this Prospectus, and are incorporated by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The annual consolidated financial statements of AGMR Peru for the years ended December 31, 2020 and 2019 incorporated by reference in this Prospectus have been audited by Pierrend, Gómez & Asociados S. Civil de R.L. (BDO Peru), as set forth in their report dated January 26, 2022 and incorporated by reference in this Prospectus, and are incorporated by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing. As at January 26, 2022, Pierrend, Gómez & Asociados S. Civil de R.L. was not required by securities legislation to enter, and had not entered, into a participation agreement with the Canadian Public Accountability Board. An audit firm that enters into a participation agreement is subject to the oversight program of the Canadian Public Accountability Board.

EXPERTS

Unless otherwise specified in a Prospectus Supplement relating to any Securities offered, certain legal matters in connection with the offering of Securities will be passed upon on behalf of the Corporation by Dentons Canada LLP. In addition, certain legal matters in connection with any offering of Securities will be passed upon for any underwriters, dealers, or agents by counsel to be designated at the time of the offering by such underwriters, dealers or agents, as the case may be.

As at the date hereof, the designated professionals of Denton Canada LLP, collectively, beneficially own, directly, or indirectly, less than 1% of the outstanding securities of the Corporation.

BDO Canada LLP acts as external auditor of the Corporation and is independent of the Corporation within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of Ontario.

To the Corporation's knowledge, after reasonable inquiry, as of the date hereof, Pierrend, Gómez & Asociados S. Civil de R.L. (BDO Peru) (and its designated professionals) beneficially owns, directly or indirectly, in the aggregate, less than 1% of the outstanding Common Shares.

Information of a scientific or technical nature in respect of the Project is based upon the Castrovirreyna Technical Report, dated August 17, 2021, prepared by Antonio Cruz Bermudez, who is an independent "qualified person" under NI 43-101. To the Corporation's knowledge, after reasonable inquiry, as of the date hereof, the aforementioned individual and his firm, does not beneficially own, directly or indirectly, any Common Shares.

AGENTS FOR SERVICE OF PROCESS IN CANADA

Julio Jose Arce Ortiz, Alfredo Plenge Thorne, and Juan Carlos Ortiz each directors of the Corporation, and Alfredo Bazo, a director and the Chief Executive Officer of the Corporation, reside outside of Canada, and have appointed the Corporation (82 Richmond Street East, Toronto, ON M5C 1P1) as their agent for service of process. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person that resides outside of Canada, even if the party has appointed an agent for service of process.

PROMOTER

Mula Mining may be considered a promoter of the Corporation within the meaning of applicable securities laws in that it took the initiative in founding and organizing the business of the Corporation. To the Corporation's knowledge, as at the date of this prospectus, Mula Mining beneficially owns, controls, or directs, directly or indirectly, 25,000,000 Common Shares, representing approximately 13.4% of the outstanding Common Shares on a non-diluted basis.

No promoter of the Corporation, is, as at the date of this prospectus, or was, within 10 years before the date of this prospectus, a director, chief executive officer or chief financial officer of any company (including the Corporation), that was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days:

• that was issued while the promoter was acting in the capacity as director, chief executive officer or chief financial officer, or

• that was issued after the promoter ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

No promoter of the Corporation:

is, as at the date of the prospectus, or has been within the 10 years before the date of the prospectus, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
has, within the 10 years before the date of the prospectus, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement, or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the promoter.

No promoter of the Corporation has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision

PURCHASERS' STATUTORY AND CONTRACTUAL RIGHTS

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revision of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of these rights or consult with a legal adviser.

In addition, original purchasers of convertible, exchangeable or exercisable Securities (other than an offering of Warrants where such Warrants may reasonably be regarded as incidental to the offering as a whole) will have a contractual right of rescission against the Corporation in respect of the conversion, exchange or exercise of the convertible, exchangeable or exercisable Security. The contractual right of rescission will be further described in any applicable Prospectus Supplement, but will, in general, entitle such original purchasers to receive the amount paid for the applicable convertible, exchangeable or exercisable Security (and any additional amount paid upon conversion, exchange or exercise) upon surrender of the underlying securities acquired thereby, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of the convertible, exchangeable or exercisable Security under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this Prospectus.

In an offering of convertible, exchangeable or exercisable Subscription Receipts, Warrants or convertible, exchangeable or exercisable Debt Securities (or Units comprised partly thereof), investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus is limited, in certain provincial and territorial securities legislation, to the price at which convertible, exchangeable or exercisable Subscription Receipts, Warrants or convertible, exchangeable or exercisable Debt Securities (or Units comprised partly thereof) are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces and territories, if the purchaser pays additional amounts upon the conversion, exchange or exercise of the Security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces or territories. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of this right of action for damages or consult with a legal advisor.

CERTIFICATE OF THE CORPORATION

Dated: November 9, 2022

This short form prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of the last supplement to this prospectus relating to the securities offered by this prospectus and the supplement(s), constitute full, true, and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement(s) as required by the securities legislation of each of the provinces and territories of Canada.

(signed) "Alfredo Bazo" (signed) "Jean Pierre Fort" Chief Executive Officer Chief Financial Officer

On Behalf of the Board of Directors

(signed) "Jose Alberto Vizquerra" (signed) "Julio Arce Ortiz"

Director Director

CERTIFICATE OF THE PROMOTER