Silver Mountain Resources Inc. — Capital/Financing Update 2025

Jul 25, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

1. Name and Address of Company

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

1. Date of Material Change

July 16, 2025 and July 17, 2025.

1. News Release

A news release dated July 16, 2025 was disseminated through the facilities of CNW Newswire and a news release dated July 17, 2025 was disseminated through the facilities of Newsfile Corp., both of which were subsequently filed on SEDAR+ at www.sedarplus.ca.

1. Summary of Material Change

On July 16, 2025, the Company announced the signing of a 20-year surface land use agreement (the “Land Use Agreement”) with the Community of Salcca Santa Ana, marking the final approval required to restart operations at the Company's flagship Reliquias Mine, located in the historic mining district of Castrovirreyna, in Huancavelica, Peru (the “Reliquias Mine”).

On July 17, 2025, the Company announced that it had entered into an agreement with Velocity Trade Capital Ltd., on behalf of a syndicate of underwriters (collectively, the “Underwriters”), pursuant to which the Underwriters agreed to purchase, on a “bought deal” basis 11,540,000 units of the Company (the “Units”) at a price of $1.30 per Unit (the “Offering Price”) for aggregate gross proceeds to Silver Mountain of $15,002,000. On July 18, 2025, the Company announced that it had increased the size of the previously announced bought deal offering of Units to 16,722,000 Units at the Offering Price for gross proceeds of $21,738,600 (the “Offering”).

1. Full Description of Material Change

5.1 Full Description of Material Change

On July 16, 2025, the Company announced the signing of the Land Use Agreement. The Land Use Agreement grants Silver Mountain long-term access to key surface areas critical for infrastructure, mining operations, and environmental management. It complements the 20-year agreement previously secured with the Community of Castrovirreyna, meaning that all community- related and regulatory approvals are now in place to recommence production activities at the Reliquias Mine. With the Land Use Agreement secured, Silver Mountain will commence preparations to begin development and operations at the Reliquias Mine.

On July 17, 2025, the Company announced that it had entered into an agreement with the Underwriters, pursuant to which the Underwriters agreed to purchase, on a “bought deal” basis 11,540,000 Units at the Offering Price for aggregate gross proceeds to Silver Mountain of $15,002,000. On July 18, 2025, the Company announced that it had increased the size of the

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previously announced bought deal offering of Units to 16,722,000 Units at the Offering Price for gross proceeds of $21,738,600.

Each Unit will be comprised of one class A common share in the capital of the Company (each, a "Common Share") and one-half (½) of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one Common Share at an exercise price of $1.70 for 24 months following the completion of the Offering. The Company has granted the Underwriters an option (the "Over-allotment Option"), exercisable in whole or in part, to purchase up to an additional 2,508,300 Units for a period of 30 days from and including the closing date of the Offering to cover over-allotments, if any, and for market stabilization purposes. The Underwriters shall be under no obligation whatsoever to exercise the Over-allotment Option in whole or in part. If the Over-allotment Option is exercised in full, the aggregate gross proceeds of the Offering will be approximately $25 million.

The Units will be offered by way of: (i) a prospectus supplement (the "Prospectus Supplement") to Silver Mountain's short form base shelf prospectus dated October 28, 2024 (the "Base Shelf Prospectus") in each of the provinces and territories of Canada, except Québec; (ii) in the United States or to or for the account or benefit of "U.S. persons" as defined by Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), by way of private placement pursuant to the exemption from registration provided for under Regulation D and/or Section 4(a)(2) and Rule 144A of U.S. Securities Act and the applicable securities laws of any state of the United States; and (iii) in jurisdictions outside of Canada and the United States as are agreed to by the Company and the Underwriters on a private placement or equivalent basis.

The Company intends to use the net proceeds from the Offering to further develop the Reliquias Mine, Caudalosa plant and related facilities, and for working capital and general corporate purposes.

The Offering is expected to close on or about July 29, 2025 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange ("TSXV").

Access to the Prospectus Supplement, the Base Shelf Prospectus and any amendment to such documents is provided in accordance with securities legislation relating to the procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment. The Base Shelf Prospectus and the Prospectus Supplement are accessible on SEDAR+ at www.sedarplus.ca.

The securities being offered have not been, nor will they be, registered under the U.S. Securities Act, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This material change report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

1. Disclosure for Restructuring Transaction

Not applicable.

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

Not applicable.

1. Omitted Information

Not applicable.

1. Executive Officer

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

1. Date of Report

July 25, 2025.

Cautionary Note Regarding Forward-Looking Information

This material change report includes certain “forward-looking statements” under applicable Canadian securities legislation, including in respect of the development and operations at the Reliquias Mine and the Offering and the use of net proceeds thereof. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. All statements that address future plans, activities, events or developments that the Company believes, expects or anticipates will or may occur are forward-looking information. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. When considering this forward-looking information, readers should keep in mind the risk factors and other cautionary statements in the Company’s disclosure documents filed with the applicable Canadian securities regulatory authorities on SEDAR+ at www.sedarplus.ca. The risk factors and other factors noted in the disclosure documents could cause actual events or results to differ materially from those described in any forward-looking information. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.