Silver X Mining Corp. — Regulatory Filings 2021

Jun 28, 2021

FORM 51–102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Silver X Mining Corp. (the “ Company ” or “ Silver X ”) Suite 1430 - 800 West Pender Street Vancouver, British Columbia V6C 2V6

Item 2 Date of Material Change

June 18, 2021 and June 22, 2021

Item 3 News Release

The Company disseminated news releases concerning the material changes described herein on June 18, 2021 and June 23, 2021 via Accesswire and subsequently filed copies on SEDAR at www.sedar.com.

Item 4 Summary of Material Change

The Company and Mines and Metals Trading (Peru) PLC (“ MMTP ”, also commercially known as “ Latitude Silver ”) announced that they closed the previously announced business combination (the “ Transaction ). The Transaction was carried out in accordance with the terms and conditions of a business combination agreement (the “ Business Combination Agreement ”) dated February 9, 2021, between the Company and MMTP. In connection with the Transaction, the Company changed its name from “Oro X Mining Corp.” to “Silver X Mining Corp.” on June 18, 2021.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

Transaction Summary

On closing, and pursuant to the terms of the Business Combination Agreement, Silver X acquired all of MMTP’s issued ordinary shares (the “ MMTP Shares ”) in exchange for common shares of Silver X (each, a “ Silver X Share ”) at an exchange ratio of 28.828 Silver X Shares for each MMTP Share, resulting in an aggregate of 42,969,046 Silver X Shares being issued to MMTP shareholders. In connection with Transaction, the Company also issued a finder’s fee of 1,250,000 Silver X Shares to an arm’s-length third party.

As part of the closing of the Transaction, the previously issued 23,649,286 subscription receipts of MMTP Finco Inc. (“ Finco ”), a wholly-owned subsidiary of Latitude Silver, which were issued pursuant to a private placement financing completed on April 16, 2021, each converted into one common share of Finco (the “ Finco Shares ”). In connection with the Transaction, the Company issued 23,649,286 Silver X Shares in exchange for the Finco Shares and the net proceeds of the financing of $13,209,890 were released to Silver X.

Board and Management Changes

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Luis Miguel Espinosa Chiriboga and Matt Roma have resigned from the Silver X board of directors. They are replaced as directors by José Maria García Jimenez, Silver X’s new CEO, Sebastian Wahl and Michael Hoffman, each of whom will hold office until the next annual meeting of Silver X shareholders. Mr. Wahl has also been appointed as VP, Corporate Development of Silver X.

In connection with the completion of the Transaction, the Company issued to directors, officers, employees and consultants an aggregate of 4,500,000 stock options with an exercise price of $0.60 and a term of five years.

MMTP Convertible Debentures and Warrants

In connection with the closing of the Transaction, the Company assumed a convertible debenture of MMTP in the principal amount of US$4,000,000 (the “ Debenture ”) which was initially issued on June 24, 2019. The Debenture accrues interest at a rate of 10% per annum, matures on June 21, 2022 and, subject to TSX Venture Exchange approval, will, at the holder’s option, be convertible into 8,714,597 Silver X Shares at a conversion price of US$0.459 per Silver X Share. In addition, the Company assumed the obligations of MMTP pursuant to existing MMTP finder’s warrants, which are exercisable to purchase up to 316,848 Silver X Shares at a price of $0.665 per Silver X Share at any time prior to December 29, 2022.

Change of Name

In connection with the Transaction, the Company changed its name from “Oro X Mining Corp.” to “Silver X Mining Corp.” on June 18, 2021. Additionally on June 18, 2021, the Company’s trading symbol was changed to “AGX”.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51–102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

The following senior officer of the Company is knowledgeable about the material change and this Material Change Report and may be contacted:

Luis Zapata Executive Chairman - l.zapata@silverx mining.com

Item 9 Date of Report

June 28, 2021

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