Silver Mountain Resources Inc. — Capital/Financing Update 2023

Nov 20, 2023

FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company

Silver Mountain Resources Inc. (the " Company ") 82 Richmond Street East Toronto, Ontario, M5C 1P1

2. Date of Material Change

November 10, 2023.

3. News Release

A news release dated November 10, 2023, was disseminated through the facilities of CNW Newswire and subsequently filed on SEDAR+ at www.sedarplus.ca.

4. Summary of Material Change

On November 10, 2023, the Company announced that it had closed the initial tranche of a nonbrokered private placement of 62,190,000 units of the Company for aggregate gross proceeds of USD$3,109,500.

5. Full Description of Material Change

5.1 Full Description of Material Change

On November 10, 2023, the Company announced that it had closed the initial tranche of a nonbrokered private placement of 62,190,000 units of the Company (the " Units "), at a price of USD$0.05 per Unit, for aggregate gross proceeds of USD$3,109,500 (the " Offering "). The Company issued an aggregate of 58,696,550 Units and expects the balance of 3,493,450 Units to be issued imminently.

Each Unit is comprised of one (1) class A common share in the capital of the Company (each, a " Common Share ") and one-half of one (1/2) Common Share purchase warrant (each whole warrant, a " Warrant "). Each Warrant is exercisable into one Common Share in the capital of the Company (each, a " Warrant Share ") at a price of USD$0.09 per Warrant Share for a period of 36 months. The Company will pay an aggregate of USD$18,000 in finder's fees in connection with the Offering.

The Company intends to use the proceeds from the Offering for corporate development and general working capital purposes.

The Common Shares and Warrants, and any securities issuable upon exercise thereof, are subject to a four-month statutory hold period, in accordance with applicable securities legislation.

Insiders of the Company (collectively, the " Insiders "), including management and members of the board of directors of the Company (the " Board "), purchased an aggregate of 21,600,000 Units under the Offering. Alfredo Plenge Thorne, a director of the Company, purchased 7,000,000 Units

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under the Offering, Julio Jose Arce Ortiz, a director of the Company, purchased 6,000,000 Units under the Offering, Jose Vizquerra, a director of the Company, acquired control over 6,600,000 Units under the Offering, and Richard Contreras, the Chief Operating Officer of the Company, purchased 2,000,000 Units under the Offering. The Offering did not result in a material change in the percentage holdings of any such Insider in the Company.

Such Insiders are related parties (within the meaning of Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 ")) and such issuances are considered "related party transactions" for the purposes of MI 61-101. The subscriptions by the Insiders are exempt from the formal valuation and minority approval requirements of MI 61-101 applicable to related party transactions on the basis that the value of the transactions insofar as they involve related parties is less than 25% of the Company's market capitalization. The Board has approved the Offering and the directors who subscribed for Units or were otherwise conflicted declared their interest and abstained from voting thereon. The proceeds raised under the Offering from related parties will be used in accordance with the use of proceeds described above. The Company does not expect the Offering to have any impact on the Company's business and affairs. A material change report in respect of the related party transactions could not be filed earlier than 21 days prior to the closing of the Offering due to the limited time between the commitment by the Insiders to purchase the subject Units and the closing of the Offering.

6. Disclosure for Restructuring Transaction

Not applicable.

7. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

8. Omitted Information

Not applicable.

9. Executive Officer

For additional information please contact Alvaro Espinoza, Chief Executive Officer of the Company at +51 997 377 968 or info@agmr.ca.

10. Date of Report

November 20, 2023.