Southern Silver Exploration Corp. — Capital/Financing Update 2021

Jun 23, 2021

51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Southern Silver Exploration Corp. (the “Company”) 1100 – 1199 West Hastings Street Vancouver, BC V6E 3T5

Item 2 Date of Material Change

June 21, 2021

Item 3 News Release

A news release was issued in Vancouver, British Columbia on June 22, 2021 and distributed through Newsfile Corp.

Item 4 Summary of Material Change

The Company closed its previously announced non-brokered private placement.

Item 5 Full Description of Material Change

See attached news release.

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

This report is not being filed on a confidential basis in reliance on subsection 7.1(2) of National Instrument 51-102.

Item 7 Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8 Executive Officer

The following officer of the Company is knowledgeable about the material change disclosed in this report: Lawrence Page, President, Tel: (604) 684-9384

Item 9 Date of Report

June 23, 2021

Southern Silver Closes $3.0M Non-Brokered Private Placement

Vancouver, British Columbia--(Newsfile Corp. - June 22, 2021) - Southern Silver Exploration Corp. (TSXV: SSV) (the "Company" or "Southern Silver") has closed the recently announced nonbrokered private placement for 6,000,000 units ("Units") at a price of $0.50 per Unit for gross proceeds of $3,000,000 ("Non-Brokered Placement"). Each Unit consists of one common share (each a "Unit Share") and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable into one common share (each, a "Warrant Share") at a price of C$0.75 at any time on or before June 21, 2023.

As a result of Southern Silver's completion of the Non-Brokered Placement and the previously announced bought deal placement ("Bought Deal Placement") (Red Cloud Securities Inc. ("Underwriter") acted as sole underwriter and bookrunner under the Bought Deal Placement of 18,000,000 units for gross proceeds of $9,000,000), the Company has now received a gross total of $12,000,000 from the two offerings (the "Placements").

The net proceeds from the Placements will be used for:

• exploration and advancement costs of the Company's Cerro Las Minitas silver-lead-zinc project located in Durango State, Mexico including a mineral resource update on the project, scheduled for Q4 2021;

• new green fields drilling on the recently acquired El Sol claim (NR-03-20), located adjacent to the Cerro Las Minitas claims and just 2 kilometres west-northwest of the Mina La Bocona target; additional exploration drilling on the Company's Oro Cu-Mo-Au Porphyry Project located in southern New Mexico, scheduled to commence in Q4 2021; and general working capital purposes.

Relative to the Placements, the Company paid cash commissions to the Underwriter of $630,000 and issued to the Underwriter 1,260,000 compensation options, with each compensation option exercisable into one Unit at a price of C$0.50 at any time on or before June 16, 2023. The Company also paid a cash advisory fee to Fort Capital Partners of $240,000 and issued to Fort Capital Partners 480,000 finder warrants, with each finder warrant exercisable into one common share of the Company at a price of C$0.50 at any time on or before June 16, 2023 and June 21, 2023 respectively for warrants received for the Bought Deal Placement and for the Non-Brokered Placement. Additional finders' fees and commissions may be paid by the Company in relation to the Units sold in the Non-Brokered Placement.

All securities issued in connection with the Bought Deal Placement and the Non-Brokered Placement respectively bear legends restricting trading of the securities until October 17, 2021 and October 22, 2021. Both Placements are subject to final TSX Venture Exchange acceptance.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Units, nor was there any sale of the Units in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The Units offered will not be, and have not been, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, a U.S. person.

Cerro Las Minitas Project

The Cerro Las Minitas project is an advanced exploration stage polymetallic Ag-Pb-Zn-Cu Skarn/CRD project located in southern Durango, Mexico.

Exploration on the project continues with two drills targeting the east side of the Cerro and has now

completed 52 core holes totaling 19,065 metres since restarting drilling in September 2020. Assay results from 17 drill holes are pending and are anticipated over the coming weeks.

Southern has now tested over 650 metres of strike length along the east side of the Cerro to depths of up to 500 metres primarily in the South Skarn and Mina La Bocona target areas. Three bonanza grade mineralized zones have been identified and testing of a potential fourth high-grade zone is nearing completion all of which will be incorporated into the upcoming mineral resource update on the project.

The CLM Project remains one of the largest undeveloped silver-lead-zinc projects in the world and is wholly owned, unburdened by royalties, fully financed and fully permitted.

The Cerro Las Minitas project as of May 9th, 2019 contains a Mineral Resource Estimate, at a 175g/t AgEq cut-off, of[(1)]

Indicated - 134Moz AgEq: 37.5Moz Ag, 40Mlb Cu, 303Mlb Pb and 897Mlb Zn Inferred - 138Moz AgEq: 45.7Moz Ag, 76Mlb Cu, 253Mlb Pb and 796Mlb Zn

A total of 150 drill holes for 67,375metres have been completed on the CLM Project with exploration expenditures of approximately US$27.0 million equating to exploration discovery costs of approximately C$0.09 per AgEq ounce to the end of 2020.

(1) The 2019 Cerro Las Minitas Resource Estimate was prepared following CIM definitions for classification of Mineral Resources. Resources are constrained using mainly geological constraints and approximate 10g/t AgEq grade shells. The block models are comprised of an array of blocks measuring 10m x 2m x 10m, with grades for Au, Ag, Cu, Pb, Zn values interpolated using ID3 weighting. Silver and zinc equivalent values were subsequently calculated from the interpolated block grades. The model is identified at a 175g/t AgEq cut-off, with an indicated resource of 11,102,000 tonnes averaging 105g/t Ag, 0.10g/t Au, 1.2% Pb, 3.7% Zn and 0.16% Cu and an inferred resource of 12,844,000 tonnes averaging 111g/t Ag, 0.07g/t Au, 0.9% Pb, 2.8% Zn and 0.27% Cu. AgEq cut-off values were calculated using average long-term prices of $16.6/oz. silver, $1,275/oz. gold, $2.75/lb. copper, $1.0/lb. lead and $1.25/lb. zinc. Metal recoveries for the Blind, El Sol and Las Victorias deposits of 91% silver, 25% gold, 92% lead, 82% zinc and 80% copper and for the Skarn Front deposit of 85% silver, 18% gold, 89% lead, 92% zinc and 84% copper were used to define the cut-off grades. Base case cut-off grade assumed $75/tonne operating, smelting and sustaining costs. All prices are stated in $USD. Silver Equivalents were calculated from the interpolated block values using relative recoveries and prices between the component metals and silver to determine a final AgEq value. The same methodology was used to calculate the ZnEq value. Mineral resources are not mineral reserves until they have demonstrated economic viability. Mineral resource estimates do not account for a resource's mineability, selectivity, mining loss, or dilution. The current Resource Estimate was prepared by Garth Kirkham, P.Geo. of Kirkham Geosciences Ltd. who is the Independent Qualified Person responsible for presentation and review of the Mineral Resource Estimate. All figures are rounded to reflect the relative accuracy of the estimate and therefore numbers may not appear to add precisely.

About Southern Silver Exploration Corp.

Southern Silver Exploration Corp. is an exploration and development company with a focus on the discovery of world-class mineral deposits. Our specific emphasis is the 100% owned Cerro Las Minitas silver-lead-zinc project located in the heart of Mexico's Faja de Plata, which hosts multiple world-class mineral deposits such as Penasquito, San Martin, Naica and Pitarrilla. We have assembled a team of highly experienced technical, operational and transactional professionals to support our exploration efforts in developing the Cerro Las Minitas project into a premier, high-grade, silver-lead-zinc mine. The Company engages in the acquisition, exploration and development either directly or through joint-venture relationships in mineral properties in major jurisdictions. Our property portfolio also includes the Oro porphyry copper-gold project located in southern New Mexico, USA.

Robert Macdonald, MSc. P.Geo, is a Qualified Person as defined by National Instrument 43-101 and supervised directly the collection of the data from the CLM Project that is reported in this disclosure and is responsible for the presentation of the technical information in this disclosure.

On behalf of the Board of Directors "Lawrence Page" Lawrence Page, Q.C.

President & Director, Southern Silver Exploration Corp. For further information, please visit Southern Silver's website at southernsilverexploration.com or contact us at 604.641.2759 or by email at ir@mnxltd.com.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release contains forward-looking statements. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Factors that could cause actual results to differ materially from those in forward-looking statements include the timing and receipt of government and regulatory approvals, and continued availability of capital and financing and general economic, market or business conditions. Southern Silver Exploration Corp. does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/88311