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Teuton Resources Corp. Audit Report / Information 2021

Jan 29, 2026

44379_rns_2026-01-28_b1eeae41-8fb1-4e05-bb19-bf6eca9dee21.pdf

Audit Report / Information

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Dolly Varden Silver Corporation

Annual Information Form

For the year ended December 31, 2021

September 23, 2022

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TABLE OF CONTENTS

FORWARD LOOKING STATEMENTS 1
DEFINITIONS AND OTHER INFORMATION Currency and Accounting Standards Definitions Scientific and Technical Information Mineral Resources Estimates Metric and Imperial Conversions 3
CORPORATE STRUCTURE OF THE COMPANY Name, Address and Incorporation Intercorporate Relationships 5
GENERAL DEVELOPMENT OF THE BUSINESS Overview Three Year History Year Ended December 31, 2019 Year Ended December 31, 2020 Year ended December 31, 2021 and subsequent 6
6
6
DESCRIPTION OF THE BUSINESS 10
THE DOLLY VARDEN PROJECT Source of Information and Data Property Description and Location Accessibility Royalties and Agreements Risks and Uncertainties History 12
18
18
18
Regional Geology
THE HOMESTAKE RIDGE PROJECT Source of Information and Data Property Description and Location Site Access Project Ownership Mineral Tenure Royalties and Encumbrances 37
38
38
38
38
Permitting Considerations Environmental Considerations Social License Considerations Risks History Regional Geology 41
41
41
43
Local Geology Property Geology Mineralization

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Deposit Types 48
Exploration
Drilling
Data Verification
Mineral Processing and Metallurgical Testing
Mineral Resource Estimates
Mineral Reserve Estimates
Interpretation and Conclusions
RISK FACTORS 60
DIVIDENDS AND DISTRIBUTIONS 73
DESCRIPTION OF CAPITAL 73
Common Shares 73
MARKET FOR SECURITIES 73
Market
Trading Price and Volume of the Common Shares
Prior Sales
ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTR PICTIONS ON
TRANSFER
DIRECTORS AND EXECUTIVE OFFICERS 75
Cease Trade Orders, Bankruptcies, Penalties or Sanctions 76
Conflicts of Interest
LEGAL PROCEEDINGS AND REGULATORY ACTIONS 77
AUDIT COMMITTEE INFORMATION 77
Audit Committee Charter
Composition of the Audit Committee and Independence
Relevant Education and Experience
Reliance on Certain Exemptions
Audit Committee Oversight
Pre-Approval Policies and Procedures
Exemption
INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
TRANSFER AGENTS AND REGISTRARS
MATERIAL CONTRACTS
INTERESTS OF EXPERTS
Names of Experts
Interests of Experts 80
SCHEDULE "A" Audit Committee Charter A-1

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FORWARD LOOKING STATEMENTS

Certain statements in this annual information form ("AIF") constitute "forward-looking statements" or "forward-looking information" within the meaning of applicable securities laws. Such statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Dolly Varden Silver Corporation ("Dolly Varden" or the "Company"), or its mineral project, or industry results, to be materially different from any future results, expectations, performance or achievements expressed or implied by such forward-looking statements or forward-looking information. Such statements can be identified by the use of words such as "may", "would", "could", "will", "intend", "expect", "believe", "plan", "anticipate", "estimate", "scheduled", "forecast", "predict" and other similar terminology, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. These statements reflect the Company's current expectations regarding future events, performance and results and speak only as of the date of this AIF.

Specific statements in this AIF that constitute forward-looking statements or forward-looking information include, but are not limited to: (i) the potential objectives of the Company's drilling programs, (ii) the Company's goals and plans with respect to social and community relationships in its area of operations, (iii) the potential benefits of the acquisition of Homestake and the consolidation of the Dolly Varden Project and the Homestake Ridge Project into the Kitsault Valley Project; (iv) the prospective nature of the Dolly Varden Project or the Homestake Ridge Project; (v) future operations of the Company, the Dolly Varden Project or the Homestake Ridge Project; (vi) the planned amount and timing, as well as the degree of success of, any future exploration program including drilling programs, including the potential addition of Mineral Resources and the potential to upgrade exploration targets to Mineral Resources as a result of such exploration and drilling programs; (vii) the prospective receipt of permits, licences or approvals at any mineral project, including those necessary to commence development or mining operations; and (viii) expected activities or results of exploration, development or mining operations at any mineral project.

With respect to forward-looking statements or forward-looking information contained in this AIF, in making such statements or providing such information, the Company has made assumptions regarding, among other things: (i) the accuracy of the estimation of Mineral Resources; (ii) that exploration activities and studies will provide results that support anticipated development and extraction activities; (iii) that the Company will be able to obtain additional financing on satisfactory terms, including financing necessary to advance the development of the Kitsault Valley Project; (iv) that infrastructure anticipated to be developed or operated by third parties, including electrical generation and transmission capacity, will be developed and/or operated as currently anticipated; (v) that laws, rules and regulations are fairly and impartially observed and enforced; (vi) that the market prices for relevant commodities remain at levels that justify development and/or operation of the Kitsault Valley Project; (vii) general economic conditions; (viii) that labour disputes, surface rights disputes, access to property, flooding, ground instability, fire, failure of plant, equipment or processes to operate as anticipated and other risks of the mining industry will not be encountered; (ix) competitive conditions in the mining industry; (x) title to mineral properties; (xi) changes in laws, rules and regulations applicable to the Company; (xii) the cost and availability of key equipment and consumables required to continue the Company's operations; and (xiii) that the Company will be able to obtain, maintain, renew or extend required permits. All other assumptions used in this AIF constitute forward-looking information.

In making the forward-looking statements and forward-looking information, the Company has made such statements based on assumptions and analyses on certain factors which are inherently uncertain. Uncertainties include among others: (i) the availability of financing required to sustain the Company on terms acceptable to the Company; (ii) Fury's ability to exercise significant control over the Company; (iii) the Company's ability to compete in a competitive market; (iv) the prices of silver, gold and other metals; (v) geological characteristics; (vi) unforeseen technological and engineering problems; (vii) metallurgical characteristics of the mineralization; (viii) risks related to environmental regulation; (ix) the Company's ability to maintain good relationships with communities local to its projects (x) changes in laws or regulations; (xi) the availability and productivity of skilled labour; (xii) the impact that market activity could have on the trading price of our Common Shares; (xiii) the regulation of the mining industry by various governmental agencies; (xiv) the Company's title to its mineral projects; (xv) costs of land reclamation; (xvi) the Company's ability to realize benefits from its corporate actions; (xvii) the availability of equipment and facilities necessary to

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complete development; (xviii) the cost of consumables and mining and processing equipment; (xix) the impact of climate change; (xx) litigation risks; (xxi) currency fluctuations; (xxii) the adequacy of infrastructure and rehabilitation or upgrade of existing infrastructure; (xxiii) accidents or acts of sabotage or terrorism; (xxiv) the effect of the COVID-19 pandemic or Russia's military invasion of Ukraine; (xxv) the integrity of the Company's information technology systems; and (xxvi) market perception of junior mining companies.

Information concerning the interpretation of drill results also may be considered forward-looking statements, as such information constitutes a prediction of what mineralization might be found to be present if and when a project is actually developed. This AIF also contains references to estimates of Mineral Resources. The estimation of Mineral Resources is inherently uncertain and involves subjective judgments about many relevant factors. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Mineral Reserves that have demonstrated economic viability may cease to be economically viable as a result of many factors. The accuracy of any such estimates of Mineral Resources is a function of the quantity and quality of available data, and of the assumptions made and judgments used in engineering and geological interpretation (including estimated future production from the Dolly Varden Project or the Homestake Ridge Project, the anticipated tonnages and grades that will be mined and the estimated level of recovery that will be realized), which may prove to be unreliable and depend, to a certain extent, upon the analysis of drilling results and statistical inferences that may ultimately prove to be inaccurate. Mineral Resource estimates may have to be re-estimated based on, among other things: (i) fluctuations in silver, gold or other mineral prices; (ii) results of drilling; (iii) results of metallurgical testing and other studies; (iv) proposed mining operations, including dilution; (v) the evaluation of mine plans subsequent to the date of any estimates; and (vi) the possible failure to receive required permits, approvals and licences.

Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indicators of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed above and below and under "Risk Factors", as well as unexpected changes in laws, rules or regulations, or their enforcement by applicable authorities, including potentially arbitrary action; the failure of parties to contracts with the Company to perform as agreed; social or labour unrest; changes in commodity prices; effects of the COVID-19 pandemic; unexpected changes in the cost of mining consumables; and the failure of exploration programs or current or future economic studies to deliver anticipated results or results that would justify and support continued exploration, studies, development or operations.

Although the forward-looking statements contained in this AIF are based upon what management of the Company believes are reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. The Company's actual results could differ materially from those anticipated in these forward-looking statements, as a result of, amongst others, those factors noted above and those listed under the heading "Risk Factors". These forward-looking statements are made as of the date of this AIF and are expressly qualified in their entirety by this cautionary statement. Subject to applicable securities laws, the Company assumes no obligation to update or revise the forwardlooking statements contained herein to reflect events or circumstances occurring after the date of this AIF.

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DEFINITIONS AND OTHER INFORMATION

Currency and Accounting Standards

All references to "\$" or "dollars" in this AIF mean Canadian dollars, unless otherwise indicated, and all financial information is prepared in using International Financial Reporting Standards as issued by the International Accounting Standards Board.

Definitions

Certain terms are limited to one section of the AIF and are defined directly in the body of the AIF. Other terms are used throughout, and are defined as follows:

"2019 Homestake Project MRE" has the meaning given to it under the heading "The Homestake Ridge Project – Data Verification";

"Ancillary Rights Agreement" means the Ancillary Rights Agreement between Hecla and Dolly Varden dated September 4, 2012;

"BCBCA" means the Business Corporations Act (British Columbia);

"Board" means the board of directors of Dolly Varden;

"Common Shares" means the common shares in the capital of Dolly Varden;

"Dolly Varden" or "Company" has the meaning given to it under the heading "Forward Looking Statements";

"Dolly Varden Project" means the Dolly Varden silver and gold project near Alice Arm, British Columbia, as further described in the Dolly Varden Technical Report;

"Dolly Varden Technical Report" has the meaning given to it under the heading "Definitions and Other Information – Scientific and Technical Information";

"FT Shares" has the meaning givne to it under the heading "General Development of the Business –Three Year History – Year ended December 31, 2021 and subsequent";

"Fury" means Fury Gold Mines Ltd.;

"Hecla" means Hecla Canada Ltd.;

"Homestake" means Homestake Resource Corporation, a direct wholly-owned subsidiary of Dolly Varden;

"Homestake Ridge Project" means the Homestake Ridge gold project near Alice Arm, British Columbia, as further described in the Homestake Ridge Project Report;

"Homestake Ridge Project Report" has the meaning given to it under the heading "Definitions and Other Information – Scientific and Technical Information";

"Investor Rights Agreement" means the investor rights agreement between the Company and Fury dated February 25, 2022;

"Kitsault Valley Project" is the name for the proposed combined Dolly Varden Project and Homestake Ridge Project;

"MRE" means mineral resource estimate;

"NI 43-101" means National Instrument 43-101 – Standards of Disclosure for Mineral Projects;

"NI 51-102" means National Instrument 52-102 – Continuous Disclosure Obligations;

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"NI 52-110" means National Instrument 52-110 – Audit Committees;

"NSR" means net smelter return;

"Offering" has the meaning given to it under the heading "General Development of the Business –Three Year History – Year ended December 31, 2021 and subsequent";

"Previous Homestake Project Report" means the Updated Mineral Resource Estimate and Preliminary Economic Assessment on the Homestake Ridge Project, Skeena Mining Division, Northwestern British Columbia Prepared for Auryn Resources Inc. by MineFill Services in May 2020;

"Qualified Person" means an individual who is a "Qualified Person" or "QP" within the meaning of NI 43- 101;

"SEDAR" means the System for Electronic Document Analysis and Retrieval operated by the securities regulatory authorities in each of the provinces and territories of Canada;

"Tax Act" means the Income Tax Act (Canada);

"TSXV" means the TSX Venture Exchange;

"VTEM" means Versatile Time Domain Electromagnetic; and

"U.S." or "United States" mean the United States of America, its territories or possessions, any state of the United States and the District of Columbia.

Scientific and Technical Information

The scientific and technical information with respect to the Dolly Varden Project contained in this AIF is derived from the technical report titled "Technical Report and Mineral Resource Update for the Dolly Varden Property, British Columbia, Canada" with an effective date of May 8, 2019, authored by Andrew J. Turner, B.Sc., P. Geol and Steven J. Nicholls, BA.Sc., MAIG (the "Dolly Varden Technical Report").

The scientific and technical information with respect to the Homestake Ridge Project contained in this AIF is derived from the technical report titled "Technical Report and Updated Mineral Resource Estimate for the Homestake Ridge Gold Project Skeena Mining Division, British Columbia" with an effective date of January 20, 2022, prepared by Minefill Services under the supervision of David M.R. Stone, P. Eng., Andrew Turner, P.Geol. and Rachelle Hough, P.Geo (the "Homestake Ridge Project Report").

The technical information in this AIF has been updated with current information where applicable. The full texts of the Dolly Varden Technical Report and Homestake Ridge Project Report have been filed with Canadian securities regulatory authorities pursuant to NI 43-101 and are available for review under the Company's SEDAR profile at www.sedar.com.

Robert van Egmond, Vice-President Exploration of the Company, has reviewed and approved the scientific and technical information in respect of the Dolly Varden Project and the Homestake Ridge Project contained in this AIF, to ensure that the technical information contained in this AIF is an accurate summary of the original reports and data provided to or developed by the Company. Mr. van Egmond is considered, by virtue of his education, experience and professional association, to be a Qualified Person for the purposes of NI 43-101. Mr. van Egmond is not independent of the Company within the meaning of NI 43-101.

Readers are reminded that the conclusions of the Dolly Varden Technical Report and the Homestake Ridge Project Report are preliminary in nature and may include inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. Readers are further cautioned that mineral resources that are not mineral reserves do not have demonstrated economic viability.

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Mineral Resources Estimates

The Mineral Resource estimates contained in this AIF were prepared in accordance with the requirements of NI 43-101. The terms "Mineral Resource", "Measured Mineral Resource", "Indicated Mineral Resource", and "Inferred Mineral Resource" are defined in accordance with the Canadian Institute of Mining & Metallurgy Definition Standards which were incorporated by reference in NI 43-101.

Metric and Imperial Conversions

For ease of reference, the following factors for converting between metric and imperial measurements are provided:

From metric To imperial Multiply by From imperial To metric Multiply by
Hectares Acres 2.471 Acres Hectares 0.405
Metres Feet 3.281 Feet Metres 0.305
Kilometres Miles 0.621 Miles Kilometres 1.609
Tones Tons (2,000 lbs) 1.102 Tons (2,000 lbs) Tones 0.907

CORPORATE STRUCTURE OF THE COMPANY

Name, Address and Incorporation

Dolly Varden Silver Corporation was amalgamated under the BCBCA on January 30, 2012. The Company's head office is located at 3123 - 595 Burrard St. Vancouver, BC V7X1J1 Canada and its registered records office is located at Suite 1700, Park Place, 666 Burrard Street, Vancouver, BC, V6C 2X8. Dolly Varden's Common Shares are listed on the TSXV under the symbol "DV" and on the OTCQX® Venture Marketplace in the United States under the symbol "DOLLF".

Intercorporate Relationships

As of the date of this AIF, the Company holds a 100% direct or indirect interest in two subsidiaries. The following chart sets forth the relationship between the Company and its direct and indirect subsidiaries:

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GENERAL DEVELOPMENT OF THE BUSINESS

Overview

Dolly Varden is a mineral exploration company focused on exploration in northwestern British Columbia. As at December 31, 2021, Dolly Varden had two mineral projects, the namesake Dolly Varden Project and the nearby Big Bulk copper-gold property. The Dolly Varden Project is considered to be highly prospective for hosting high-grade precious metal deposits, since it comprises the same structural and stratigraphic setting that host numerous other high-grade deposits (Eskay Creek, Brucejack). The Big Bulk property is prospective for porphyry and skarn style copper and gold mineralization similar to other such deposits in the region (Red Mountain, KSM, Red Chris). On February 25, 2022, Dolly Varden acquired a 100% interest in the Homestake Ridge Project, which is a gold-silver project located in the Golden Triangle, British Columbia, and adjacent to the Dolly Varden Project.

Three Year History

Year Ended December 31, 2019

On June 28, 2019, Dolly Varden closed a private placement financing to raise gross proceeds of approximately \$3.0 million from the sale of 12,000,000 Common Shares that qualify as "flow-through shares" as defined under the Tax Act at a price of \$0.25 per flow-through Common Share. Pursuant to an Ancillary Rights Agreement, Hecla exercised its anti-dilution right and acquired 701,351 Common Shares at a price of \$0.20 per share to retain its pro-rata equity interest in Dolly Varden. These securities were in addition to those issued as part of the financing.

On September 12, 2019, Dolly Varden closed a private placement financing to raise gross proceeds of approximately \$3.5 million from the sale of 5,714,286 Common Shares that qualify as "flow-through shares" as defined under the Tax Act at a price of \$0.35 per flow-through Common Share, and 5,000,000 Common Shares at a price of \$0.30 per Common Share. This offering was fully subscribed and included a strategic investment by Mr. Eric Sprott through a company beneficially owned by him, 2176423 Ontario Ltd., which acquired 5,714,286 Common Shares. Pursuant to the Ancillary Rights Agreement, Hecla exercised its antidilution right and acquired 1,246,675 Common Shares at a price of \$0.30 per Common Share. These securities were in addition to those issued as part of the financing.

An updated NI 43-101 compliant mineral resource estimate was released on May 8, 2019 for the Dolly Varden Project.

Results of the first phase of the preliminary metallurgical testing were released by the Company on May 8, 2019. A silver recovery of 86.9% was obtained from the Torbrit Deposit and a silver recovery of 85.6% was obtained from the Dolly Varden Deposit, both based on the kinematics curves from bottle roll cyanide leach tests over a period of 96 hours. The tests were performed on drill core composite samples from the Torbrit Deposit with a head grade of 290 g/t Ag, and the Dolly Varden Deposit with a head grade 372 g/t Ag. Metallurgical testing was conducted in the laboratories of Blue Coast Research Ltd., in Parksville, British Columbia, Canada.

Results of the second phase of the preliminary metallurgical testing were released by the Company on June 20, 2019. Results from flotation metallurgical test work on separate concentrates for Ag-Pb and Zn yielded recoveries of 88% silver, 78% lead and 70% zinc from the Torbrit deposit. For more details concerning the metallurgical testwork, please refer to the Company's disclosure documents available on SEDAR at www.sedar.com.

Highlights of the 2019 drilling program included the Chance Target Area: 24.9 metres grading 385 g/t Ag, including 4.7 metres grading 1,607 g/t Ag in hole DV19-165 and 15.2 metres grading 488 g/t Ag, including 5.6 metres grading 1,044 g/t Ag in hole DV19-173.

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Year Ended December 31, 2020

On February 18, 2020, Dolly Varden appointed Shawn Khunkhun as President, CEO, and Director, and appointed Robert McLeod as a Director and technical advisor.

On March 2, 2020, Dolly Varden appointed Ann Fehr as Chief Financial Officer and Corporate Secretary.

On March 23, 2020, Dolly Varden announced it had retained a new team of technical mining professionals focused on growing and advancing silver resources. This team consists of the following individuals: Ryan Weymark, Technical Advisor, Engineering; Jodie Gibson, Technical Advisor, Geology; and Marilyne Lacasse, Project Geologist. Dolly Varden also appointed a new Investor Relations Representative to enhance shareholder communications and investor awareness, being Alex Horsley.

On June 11, 2020, Dolly Varden closed two private placement financings to raise aggregate gross proceeds of approximately \$7.68 million, consisting of the sale of: (i) 6,969,697 Common Shares at a price of \$0.33 per Common Share; and (ii) 10,000,000 Common Shares that qualify as "flow-through shares" as defined in the Tax Act at a price of \$0.45 per Common Share. The offerings were fully subscribed and included a strategic investment by Mr. Eric Sprott and a company beneficially owned by him, 2176423 Ontario Ltd., by collectively acquiring 8,969,697 Common Shares.

On June 10, 2020, Hecla, through its wholly owned subsidiary, acquired an aggregate of 2,424,335 Common Shares of Dolly Varden in two tranches, in relation to the above financings and pursuant to its anti-dilution rights in the Ancillary Rights Agreement. The first tranche of the subscription consisted of 1,311,989 Common Shares at a price of \$0.33 per Common Share. The second tranche consisted of \$1,112,346 Common Shares at a price of \$0.40 per Common Share.

On August 21, 2020, Dolly Varden closed a private placement financing to raise gross proceeds of approximately \$10,000,000 from the sale of 14,084,500 units at a price of \$0.71 per unit. Each unit is comprised of one Common Share and one-half of a Common Share purchase warrant (each whole warrant, a "Warrant") to acquire a Common Share at an exercise price of \$1.10 per share for a period of 24 months from the closing of the financing. If any time prior to the expiry date of the Warrants, the closing price of the Common Shares on the TSXV, or other principal exchange on which the Common Shares are listed, becomes greater than \$1.75 for 10 consecutive trading days, Dolly Varden may, at its discretion, and at any time going forward, within 15 days of the occurrence of such event, deliver a notice to the holders of Warrants accelerating the expiry date of the Warrants to the date that is 30 days following the date of such notice. This offering included a strategic investment by Mr. Eric Sprott through a company beneficially owned by him, 2176423 Ontario Ltd., which acquired 2,500,000 units for the price of \$0.71 per unit. Pursuant to the Ancillary Rights Agreement, Hecla exercised its anti-dilution right and acquired 1,881,896 units at the price of \$0.71 per unit. These units were in addition to those issued as part of the financing.

In relation to the Warrants issued in the August 21, 2020 financing, Dolly Varden entered into a Warrant Indenture with Computershare Trust Company of Canada dated August 21, 2020, whereby Dolly Varden appointed Computershare Trust Company of Canada as warrant agent to hold the rights, interests and benefits for the warrant holders for a maximum number of 7,983,198 Warrants.

On November 16, 2020, Dolly Varden closed a private placement financing to raise gross proceeds of approximately \$7,000,000 from the sale of 7,070,000 Common Shares that qualify as "flow-through shares" as defined under the Tax Act at a price of \$1.00 per Common Share. Pursuant to the Ancillary Rights Agreement, Hecla exercised its anti-dilution right and acquired 807,846 Common Shares at a price of \$0.89 per Common Share. These securities were in addition to those issued as part of the financing.

On December 7, 2020, Dolly Varden closed its acquisition of surface rights and fee simple lands within the community of Alice Arm located on the Pacific Ocean in Northwest BC in support of exploration infrastructure at the Dolly Varden Project. The surface rights include: the lands where the exploration camp, offices, logging and sampling facilities, as well as core storage areas are currently located. In addition, one parcel is located at waterfront with the potential to construct deep water loading facilities. The total land

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package had been previously leased annually by Dolly Varden from private owners. The transaction involved a payment of \$150,000 in cash and \$150,000 in fully paid Common Shares issued at a deemed price per share equal to the 10-day simple average of the closing price of the Common Shares on the TSXV immediately preceding the issue date. While Dolly Varden has title to the mineral leases underlying the fee simple lands, it does not intend to conduct exploration on them.

2020 exploration highlights included the results from nine drill holes of infill and expansion drilling that were reported in a news release on October 7, 2020:

Highlights from Torbrit step out drilling:

  • DV20-211: 351 g/t silver over 12.75 meters, including 1083 g/t silver over 2.70 meters
  • DV20-213: 135 g/t silver over 37.50 meters, including 906 g/t silver over 1.00 meter

Highlights from infill drilling within the deposit to delineate high grade zones:

  • DV20-217: 302 g/t silver over 31.95 meters, including 642 g/t silver over 4.00 meters

The Company initiated the 2020 exploration drilling program on July 27, 2020 and drilling was completed by October 17, 2020. A total of 11,396.75 meters in 40 drill holes were drilled. 19 holes were completed in the Torbrit area and 21 reconnaissance and exploration drill holes were drilled, testing multiple areas on the Dolly Varden Project.

The Company records of historic mining operations at the Torbrit and Dolly Varden Mines produced average grades of 500 g/t silver at Torbrit and 1,100 g/t silver at Dolly Varden. Silver mineralization came from Native Silver, Argentiferous Galena and Ruby Silver (pyrargyrite).

Year ended December 31, 2021 and subsequent

On February 16, 2021, the Company released results from the remaining assays from the 2020 drill program. Highlights demonstrate consistent intervals of high-grade silver mineralization at Torbrit:

  • DV20-222: 310 g/t silver over 6.00 metres;
  • DV20-244: 304 g/t silver over 45.82 metres, including 648 g/t silver over 6.06 metres; and
  • DV20-246: 306 g/t silver over 5.10 metres, including 1,290 g/t silver over 0.60 metre.

Note: The true width of intercepts is estimated to be 80-95% of the Core Length (m) reported using the current understanding of the three-dimensional nature of the mineralization and grade models at Torbrit. Interval lengths are constrained by grade values within the mineralization envelope. Recoveries on the individual metals have not been applied to composite calculations which are reported at 100%.

On July 3, 2021, the drilling program commenced, which had a planned surface diamond drill program of 10,000 metres split 50/50 between infill and expansion of the high-grade, potentially bulk-mineable silver resource at the Torbrit deposit and regional exploration of multiple, highly prospective targets throughout the Dolly Varden Project. The 2021 drilling program is the first phase of a two-year goal to aggressively expand and upgrade the Torbrit Silver deposit.

On December 20, 2021, the Company released drill results and highlighted the following:

  • At the Wolf Deposit, drill hole DV21-273 tested the southwest projection of the Wolf Vein, 94m down plunge from the current mineral resources, intersecting 1,532 g/t Ag, 0.44 g/t Au, 2.11 % Pb and 1.07% Zn over 1.22m core length within a brecciated sulphide-rich quartz vein hosted within a broader pyrite stockwork breccia zone of 17.50m averaging 214 g/t Ag and 0.47% Pb.
  • In other regional exploration drilling, Dolly Varden's technical team was highly encouraged by long intervals of stockwork quartz with strongly anomalous gold (>100 ppb) over wide intervals (up to 303 meters) along with silver and copper at the Western Gold Belt Area. Hosted within early Jurassic volcanic rocks, this style of stockwork and alteration is analogous to numerous alkalic gold-

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  • copper deposits and mines in British Columbia. The Company plans appropriate geophysical surveys for porphyry-style mineralization and subsequent follow-up drilling in this area.
  • A total of 10,506m in 31 diamond drill holes were completed at the Dolly Varden Project during the 2021 field season. Results have been received for 10 holes that tested five regional exploration targets on the Dolly Varden Project property including the Wolf Vein extension and Western Gold-Copper Belt. Assays will be announced in the near future for the 21 holes completed at the high-grade Torbrit and Kitsol Silver Deposits. The 21 near-Resource holes were drilled as part of a two phase program with the objective of expanding resources as well as upgrading current inferred resources to measured and indicated classification.

On November 9, 2021, Dolly Varden announced that Andrew Hamilton, P. Geo., had joined as Senior Geologist.

On November 16, 2021, Dolly Varden announced it graduated from the Pink Open Market and commenced trading on the OCTQX Best Market, the highest tier of the OTC Markets Group, under the symbol "DOLLF".

On December 6, 2021, Dolly Varden and Fury announced that they had entered into a definitive agreement with respect to the acquisition by Dolly Varden of the Homestake Ridge Project. On February 25, 2022, Dolly Varden acquired, through the acquisition of Homestake, a 100% interest in the Homestake Ridge Project, a gold-silver project located in the Golden Triangle, British Columbia, and adjacent to the Dolly Varden Project, in exchange for a \$5 million cash payment and the issuance of 76,504,590 Common Shares to Fury. As a result of the transaction, Fury acquired approximately 32.88% of Dolly Varden's issued and outstanding Common Shares. The close proximity of the Homestake Project and Dolly Varden Project, combined with common infrastructure in the region, is expected to generate substantial co-development synergies for the proposed consolidated Homestake Project and Dolly Varden Project, to be called the "Kitsault Valley Project", as the respective deposits are advanced in combination.

The Form 51-102F4 business acquisition report of the Company dated May 10, 2022 in respect of this acquisition is available on the Company's SEDAR profile at www.sedar.com.

On March 9, 2022, Dolly Varden issued 402,815 Common Shares to Haywood Securities Inc. pursuant to a financial advisory agreement between Haywood and the Company as described in the Company's management information circular dated January 24, 2022.

On March 31, 2022, Dolly Varden announced the completion of a best efforts brokered private placement pursuant to which the Company issued 11,274,400 Common Shares that qualify as "flow-through shares" as defined under the Tax Act (the "FT Shares") at a price of \$1.02 per FT Share for gross proceeds of approximately \$11.5 million (the "Offering"). The Offering was completed by Research Capital Corporation and Eventus Capital Corp., as co-lead agents and joint bookrunners, on behalf of a syndicate of agents including Haywood Securities Inc. and Gravitas Securities Inc. (collectively, the "Agents"). In connection with the Offering, the Agents received an aggregate cash fee of 6.0% of the gross proceeds of the Offering. Pursuant to the Ancillary Rights Agreement, Hecla exercised its anti-dilution right in respect of the issued and outstanding Common Shares after closing of the Offering and acquired 1,788,499 Common Shares for additional gross proceeds of approximately \$1.5 million.

On May 17, 2022 Dolly Varden announced the initiation of field activities on its Kitsault Valley Project, made up of the Dolly Varden Project and Homestake Ridge Project. Objectives of the 2022 program include: upgrading current Inferred Mineral Resources to Measured and Indicated classification, expanding known deposits and discovering new silver and gold mineralization along the Kitsault Valley trend of multiple deposits and historic mines.

On July 13, 2022 Dolly Varden announced that Rob van Egmond, P.Geo has been appointed Vice President of Exploration.

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On August 10, 2022 Dolly Varden announced significant results from drilling at the Kitsol Vein located near the historic Torbrit Mine on the Company's Dolly Varden Project and highlighted the following from drill hole DV22-283:

  • 50.18m(~30.0m true width) averaging 414 g/t Ag
  • Including 7.15m(4.29m true width) averaging 646 g/t Ag
  • Including 11.74m(7.04m true width) averaging 658 g/t Ag
  • Including 5.34m(3.20m true width) averaging 801 g/t Ag
  • Drill hole DV22-283 is a 25m step-out along strike and down dip of high grade silver mineralization zone within the Kitsol Vein and suggests that thickness and grade of the Kitsol Vein is increasing at depth.

On September 13, 2022 Dolly Varden announced results from drilling at the Wolf Vein on the Company's Dolly Varden Project, including step-out hole DV22-300 which returned a significant, high-grade silver intercept. Based on the grade and strength of the mineralizing system, the Company has prioritized continued step-out drilling at Wolf during for the remainder of the 2022 season. DV22-300 encountered a wide interval of multi-phase veins and breccia, intersecting 19.85m(13.90m true width) averaging 584 g/t Ag, 0.92 %Pb, 0.56% Zn and 0.19 g/t Au, with bonanza grade silver mineralization grading 4,326 g/t Ag, 4.21% Pb, 1.36% Zn and 1.00 g/t Au over 1.60m(1.12m true width) within a sulphide and silver sulphosalt matrix vein breccia in the main veined interval.

DESCRIPTION OF THE BUSINESS

Dolly Varden's mineral exploration efforts are focused in the Golden Triangle region of northwestern British Columbia. As of the date of this AIF, the Company holds a 100% interest in the proposed Kitsault Valley Project (the combined Homestake Ridge Project and Dolly Varden Project), among the largest high-grade, undeveloped precious metal assets in Western Canada with a combined mineral resource base of 34.7 million ounces of silver at the Dolly Varden Project and 166,000 ounces of gold at the Homestake Ridge Project, both in the Indicated category, and 29.3 million ounces of silver at the Dolly Varden Project and 817,000 ounces of gold at the Homestake Ridge Project, both in the Inferred category (see "The Dolly Varden Project – Mineral Processing and Metallurgical Testing" and "The Homestake Ridge Project – Mineral Resource Estimates" below for details regarding the mineral resource bases at each of the Dolly Varden Project and Homestake Ridge Project respectively, including tonnes and grade for each category). The Company also holds the nearby Big Bulk copper-gold property. These projects are considered to be highly prospective for hosting high-grade precious metal deposits.

Production and Operations

At present, the Dolly Varden Project, the Homestake Ridge Project and the nearby Big Bulk copper-gold property are all considered exploration stage projects, and consequently have no current operating income, cash flow or revenues. There is no assurance that commercially viable mineral deposits exist on any of the Company's properties.

Specialized Skills, Knowledge and Employees

All aspects of the business of the Company require specialized skills and knowledge. Such skills and knowledge include the areas of geology, drilling, logistical planning, geophysics, metallurgy and mineral processing, implementation of exploration programs, mine construction, mine operation and accounting. Dolly Varden retains executive officers, employees and consultants with relevant experience in mining, geology, exploration, development and accounting experience. As at December 31, 2021, Dolly Varden had three full time members on the technical team, two senior officers and three key part time technical consultants.

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Competitive Conditions

As a mineral exploration and development company with a focus in the Golden Triangle region of northwestern British Columbia, the Company may compete with other entities, the majority of which have greater financial resources than the Company, in the mineral exploration and development business in various aspects of the business including: (a) seeking out and acquiring mineral exploration and development properties; (b) obtaining the resources necessary to identify and evaluate mineral properties and to conduct exploration and development activities on such properties; and (c) raising the capital necessary to fund its operations. The mining industry is intensely competitive in all its phases, and the Company may compete with other companies that have greater financial resources and technical facilities. The ability of the Company to acquire and retain mineral properties in the future will depend on its success with its existing properties and the Homestake Ridge Project, its success in identifying and staking additional mineral properties, its ability to enter into future earn-in, joint venture, royalty and similar agreements and its ability to obtain additional financing to fund further exploration activities. Competition could adversely affect the Company's ability to acquire suitable properties or prospects in the future, retain staff members or to raise the capital necessary to continue with operations.

Components

Over the past several years, increased mineral exploration activity on a global scale has made some services difficult to procure, particularly skilled and experienced contract drilling personnel. It is possible that delays or increased costs may be experienced in order to proceed with drilling activities during the current period. Such delays could significantly affect the Company if, for example, commodity prices fall significantly, thereby reducing the opportunity the Company may have had to develop a particular project had such tests been completed in a timely manner before the fall of such prices. In addition, assay labs are often significantly backlogged, thus significantly increasing the time that the Company waits for assay results. Such delays can slow down work programs, thus increasing field expenses or other costs.

Cycles and Seasonality

The Company is an exploration-stage mining company. At this time, issues of seasonality or market fluctuations have a minor impact on the expenditure patterns, although the majority of exploration costs are incurred in the months of May through October. The mineral exploration business is subject to mineral price cycles. The marketability of minerals and mineral concentrates and the ability to finance the Company's ongoing mineral exploration activities on favourable terms will also be affected by worldwide economic cycles.

Environmental Protection

All aspects of the Company's field operations are subject to environmental regulations and generally require approval by appropriate regulatory authorities prior to commencement. Any failure to comply could result in fines and penalties. The Company may also be held liable should environmental problems be discovered that were caused by former owners and operators of its properties.

Dolly Varden is committed to sound environmental management. It is the intent of the Company to conduct itself in partnership with the environment and community at large as a responsible and caring corporate citizen. The Company is committed to managing all phases of its business in a manner that minimizes any adverse effects of its operations on the environment.

Social and Environmental Policies

The Company is working towards being "of" the Community, not just "in" the Community. We are strongly committed to building long-lasting, sustainable, respectful, trusting and mutually beneficial relationships with our host and neighbouring Indigenous communities. We are also active and collaborative with greater Alice Arm area businesses in an effort to support the community when possible.

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The Company recognizes that early stakeholder engagement represents a critical step in building long term value in its projects and programs. We work to have positive and constructive interactions with, serve and manage the expectations of, and clearly communicate with, local stakeholders regarding our work plans and our commitment to the area. Stakeholder engagement is an ongoing process, and frequent and timely communications are maintained throughout the timelines of the Company's projects.

Dolly Varden's Environmental Policy aims to minimize the environmental impacts of its work and to ensure the safety and security of all stakeholders. To achieve this:

  • We strive to eliminate, mitigate or remediate the environmental impacts of our activities.
  • We work with the appropriate authorities if archaeological artifacts and/or sites are discovered during the course of exploration activities.
  • We aim to improve the efficiency with which we use raw materials, energy and natural resources.
  • We aim to prevent and contain harmful emissions and spills to air, water and land.
  • We aim to avoid net losses or degradation of natural habitats, biodiversity and landscape functions.
  • We aim to reduce wastes and the toxicity of our wastes.
  • We implement procedures to ensure the safe handling, storage, and transport of any hazardous material.
  • We do not knowingly conduct any exploration or operations which would result in net destruction or significant degradation of a critical natural habitat.

Dolly Varden's directors and all employees, including senior management aims to conduct themselves in accordance with the highest moral and ethical standards. The Company is committed to ensuring a fair workplace for employees as well as contractors with whom they do business. The Company has an Open-Door Policy to encourage honest and direct communication to resolve issues and concerns in an expeditious manner. The Company also has Whistleblower Policy that provides an alternative and anonymous method of reporting suspected compliance violations, unlawful or unethical behavior, or fraud.

The Company is dedicated to the preservation of basic rights and human dignity in our workplace and beyond. It recognizes that human rights are an essential component of their business. The Company supports internationally recognized human rights principles that promote and protect human rights. The Company maintains a safe workplace based on mutual respect, fairness and integrity.

THE DOLLY VARDEN PROJECT

Source of Information and Data

The following is a summary of the Technical Report and Mineral Resource Update for the Dolly Varden Property British Columbia, Canada, dated effective May 8, 2019 and authored by Andrew J. Turner, B.Sc., P. Geol. and Steven J. Nicholls, BA.Sc., MAIG. The tables and figures have been extracted from the Dolly Varden Project Report; however, table numbers and figure numbers have been updated for this summary. Capitalized terms used in the summary below but not defined herein have the meanings given to those terms in the Dolly Varden Project Report. The information below was prepared based on assumptions, qualifications and procedures which are not fully described herein. Reference should be made to the full text of the Dolly Varden Project Report, which is available in its entirety on SEDAR at www.sedar.com and readers should review it in its entirety for a full description of the Dolly Varden Project.

Property Description and Location

The Dolly Varden Project is located near the central west coast of British Columbia (BC), approximately 46 km southeast of Stewart and 23 km northeast of Alice Arm, BC. The Dolly Varden Project sits within National Topographic System Sheets 103P11, 103P12, 103P13 and 103P14 in the Skeena Mining District and Cassiar Land District. The Dolly Varden Project encompasses 7 mineral leases, 38 mineral claims and 50

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Crown granted mineral claims (Crown grants) listed in Tables 1.1, 1.2 and 1.3, respectively. The Dolly Varden Project area totals 7,826.64 square hectares, with non-owned land removed. The Dolly Varden mineral leases, Crown grants and mineral claims are shown in Figures 1.1 and 1.2.

Table 1.1. Dolly Varden Project mineral leases.

Tenure Number Valid Until Registered Owner Area (ha)
254534 July 6 2022
Dolly Varden
53.397
254535 February 4 2022 8.681
254536 April 5 2022 Dolly Varden 37.213
254537 April 5 2022 Dolly Varden 11.892
254538 April 5 2022 Dolly Varden 17.301
254542 July 8 2022 Dolly Varden 41.010
254579 October 15 2022 Dolly Varden 14.452

Table 1.2. Dolly Varden Project mineral claims.

Tenure Number Valid Until Claim Name Area (ha)
569872 May 3 2027 DOLLY VARDEN NORTH 1 436.604
569857 May 3 2027 DOLLY VARDEN EAST 1 636.796
570082 May 3 2027 DOLLY VARDEN WEST 3 510.300
570083 May 3 2027 DOLLY VARDEN WEST 4 237.011
589602 May 3 2027 DOLLY VARDEN -
NORTH
STAR
18.224
570076 May 3 2027 DOLL C 36.435
570081 May 3 2027 DOLLY VARDEN WEST 2 109.294
570080 May 3 2027 DOLLY VARDEN WEST 1 418.921
570075 May 3 2027 DOLL B 18.213
569859 May 3 2027 DOLLY VARDEN EAST 2 655.404
570074 May 3 2027 DOLL A 18.209
569874 May 3 2027 DOLLY VARDEN NORTH 3 273.081
569871 May 3 2027 DOLLY VARDEN EAST 3 473.161
569873 May 3 2027 DOLLY VARDEN NORTH 2 364.001
523825 May 3 2027 DOLLY 2 218.714
538806 May 3 2027 DOLLY CROWN 17 164.123
384022 May 3 2027 EVINDSON 2 396.125
538788 May 3 2027 DOLLY CROWN 11 109.392
538787 May 3 2027 DOLLY CROWN 10 127.610
538786 May 3 2027 DOLLY CROWN 9 72.914
383281 May 3 2027 TIGER 4 190.376
538899 May 3 2027 DOLLY CROWN 19
538780 May 3 2027 DOLLY CROWN 3 127.476
538783 May 3 2027 DOLLY CROWN 6 91.091
538785 May 3 2027 DOLLY CROWN 8 437.319

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Tenure Number Valid Until Claim Name Area (ha)
538781 May 3 2027 DOLLY CROWN 4 163.872
538906 May 3 2027 DOLLY CROWN 26 18.226
538904 May 3 2027 DOLLY CROWN 24 18.217
538784 May 3 2027 DOLLY CROWN 7 182.142
538900 May 3 2027 DOLLY CROWN 20 18.211
564240 May 3 2027 DOLLY CROWN 28 18.226
564163 May 3 2027 DOLLY CROWN 27 18.224
383279 May 3 2027 TIGER 2 226.283
538901 May 3 2027 DOLLY CROWN 21 18.211
538902 May 3 2027 DOLLY CROWN 22 18.209
538805 May 3 2027 DOLLY CROWN 16 18.218
538782 May 3 2027 DOLLY CROWN 5 18.209
538804 May 3 2027 DOLLY CROWN 15 36.413

Table 1.3. Dolly Varden Project Crown granted mineral claims.

Claim Name Lot Number Ownership Area
ANGLO 934 Dolly Varden 100% 5.770
ARMES 4068 Musketeer Option 18.236
ATHOS 4066 Musketeer Option 13.050
BLUEBERRY 4217 Dolly Varden 100% 16.007
BONANZA FRACTION 4070 Musketeer Option 17.254
COPPER CLIFF 3806 Dolly Varden 100% 18.510
COPPER CLIFF NO. 1 3807 Dolly Varden 100% 17.155
COPPER CLIFF NO. 2 3808 Dolly Varden 100% 15.583
COPPER CLIFF NO. 3 3798 Dolly Varden 100% 16.288
DAN PATCH 3825 Dolly Varden 100% 17.678
D'ARTAGNON 4071 Musketeer Option 11.774
D'ARTAGNON NO. 1 4069 Musketeer Option 9.423
DOLLY VARDEN M.C. 3194 Dolly Varden 100% 17.002
DOLLY VARDEN NO. 1 3192 Dolly Varden 100% 11.915
DOLLY VARDEN NO. 2 3193 Dolly Varden 100% 12.927
DOLLY VARDEN NO. 4 3195 Dolly Varden 100% 11.338
DOLLY VARDEN NO. 5
M.C.
3196 Dolly Varden 100% 14.740
DOLLY VARDEN NO. 6 3197 Dolly Varden 100% 14.681
DOLLY VARDEN NO. 7 3198 Dolly Varden 100% 4.770
KITSOL NO.1 3815 Dolly Varden 100% 16.109
KITSOL NO.2 3814 Dolly Varden 100% 14.334
LAMB 937 Dolly Varden 100% 7.364
LION 3613 Dolly Varden 100% 15.558

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Claim Name Lot Number Ownership Area
LUE DILLON 3827 Dolly Varden 100% 10.658
MAUD MCPHEE 3817 Dolly Varden 100% 19.093
MOOSE 936 Dolly Varden 100% 14.577
MOOSE NO. 1 1241 Dolly Varden 100% 17.159
MOOSE NO. 2 1242 Dolly Varden 100% 18.269
MOOSE NO. 6 1243 Dolly Varden 100% 16.379
MUTT AND JEFF
FRACTION
4265 Dolly Varden 100% 20.533
NANCY HANKS 3826 Dolly Varden 100% 17.838
NORTH STAR 3634 Dolly Varden 100% 8.519
NORTH STAR
FRACTION
4211 Dolly Varden 100% 6.911
PLUTUS FRACTION 3615 Dolly Varden 100% 0.048
PORTHES 4067 Musketeer Option 10.316
RED POINT EXTENSION 3810 Dolly Varden 100% 18.588
RED POINT NO. 1 3809 Dolly Varden 100% 14.083
RUBY 4210 Dolly Varden 100% 11.308
SPORTSMAN 3816 Dolly Varden 100% 19.561
SUNSET NO. 1 3818 Dolly Varden 100% 4.637
SUNSET NO. 2 3819 Dolly Varden 100% 18.333
SURPRISE 4335 Dolly Varden 100% 11.195
SWIFTWATER 4336 Dolly Varden 100% 14.523
TIGER 3614 Dolly Varden 100% 16.750
TORIC 935 Dolly Varden 100% 11.780
UIST 4337 Dolly Varden 100% 20.434
WOLF 3795 Dolly Varden 100% 20.197
WOLF NO. 2 3794 Dolly Varden 100% 19.009
WOLF NO. 3 3796 Dolly Varden 100% 18.009
WOLVERINE 3797 Dolly Varden 100% 14.855

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Figure 1.1. Dolly Varden Project mineral leases and Crown granted mineral claims.

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Figure 1.2. Dolly Varden Project mineral tenures.

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Accessibility

The Dolly Varden Project is located near the central west coast of BC, approximately 23 km northeast of Alice Arm, BC, 25 km south of Kitsault, BC, and 46 km southeast of Stewart, BC. Primary access to the Dolly Varden Project is via helicopter from the towns of Alice Arm, Kitsault or Stewart. Overland vehicle access from Terrace, BC, to Kitsault can be gained via the Nisga'a Highway (Highway 113) to the termination of the Kitsault Mine Road (total road length of 167 km). The historic mining town of Kitsault is located on the Alice Arm of the Observatory Inlet, which can be crossed via boat/barge to the historical town of Alice Arm. Once in Alice Arm, the Kitsault Valley Road runs along the Kitsault River and follows an old rail bed that was constructed to service the Dolly Varden mine. The towns of Alice Arm and Kitsault can also be accessed from Prince Rupert, BC, by privately contracted seaplane or boat/barge.

Property access for Dolly Varden personnel is via helicopter from the Dolly Varden exploration camp situated in Alice Arm or from a staging point at km19 of the Kitsault River road. As surface exploration on the Dolly Varden Project is helicopter based and therefore weather dependent, the operating season is typically May to October with adjustments depending on weather. Snow capped mountains in the area prove an added challenge in regard to accessibility of exploration sites.

Royalties and Agreements

The Dolly Varden Project is encumbered with two royalty agreements covering separate yet contiguous portions of the Dolly Varden Project, effectively encumbering the entire Dolly Varden Project with a 2% royalty in the form of two standard NSR royalty agreements.

The Company entered into an NSR royalty agreement on March 18, 2011, with 0897287 B.C. Ltd. in consideration of title transfer for the majority of the Dolly Varden Project, except for the "Musketeer Option" area as described below. By an agreement dated April 1, 2011, 0897287 B.C. Ltd. sold and assigned the Royalty Rights to 0907105 B.C. Ltd. The Dolly Varden Project area is subject to a 2% NSR owed to 0907105 B.C. Ltd. of which one half can be repurchased by the Company for CDN\$1,000,000 at any time (Dolly Varden Silver Corporation, 2019b; Higgs and Giroux, 2015).

The second NSR agreement is with Musketeer Holdings et al (Musketeer). The initial agreement was for the Company to acquire 100% interest in the Musketeer claims for a purchase price of CDN\$1,050,000 payable over four years, subject to a 2% NSR to Musketeer. The option agreement with Musketeer has been completed through aggregate option payments by the Company of CDN\$350,000, CDN\$233,333 in 2013 and 2014, respectively. In 2015, the final two payments were renegotiated to defer CDN\$100,000 until February 2018 plus a renegotiation fee of CDN\$10,000 to be included with the 2015 payment (Dolly Varden Silver Corporation, 2015). The agreement was renegotiated again in February 2016 with CDN\$81,000 plus a renegotiation fee of CDN\$10,000 paid on February 12, 2016 (Dolly Varden Silver Corporation, 2016). The final two payments of CDN\$102,334 and CDN\$100,000 were made in 2017 and 2018, respectively.

Upon completion of the option agreement the Company entered into an NSR royalty agreement with Musketeer on May 16, 2018, for the 2% NSR royalty.

Risks and Uncertainties

Exploration Permit MX-1-860 was granted for the Dolly Varden Project in 2011. Under the permit 5-year Multi Year, Area Based ("MYAB") applications are submitted either every 5 years or if the allotted disturbance and activities have been reached. At the end of each year an Annual Summary of Exploration Activities is filed which states the area disturbed, the area reclaimed and other activities completed that year. These are subtracted from the MYAB allowance and the remaining allowances are calculated. In May 2018 Dolly Varden received approval for a 5-year amendment application to the MYAB under permit MX-1-860 with an expiry date of March 2023.

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A Wildlife Management Plan and Archaeological Overview Assessment ("AOA") was completed by ERM Consultants Canada Ltd. in May 2018 to accompany the amendment application. The Wildlife Management Plan comprises protocols to address possible goat, bear and marbled murrelet encounters and outlines protected areas in the region. No protected areas are located within the Dolly Varden Project, although there are protected areas along the fly route to access the Dolly Varden Project. The AOA includes a desktop study outlining high probability chance discovery areas and culturally modified tree high probability areas. The Company must take precautions when planning drill programs near or within these areas. Both the Wildlife Management Plan and AOA included a consultation with the Nisga'a Lisims Government. The Nisga'a Lisims Government's response to the Exploration Permit MX-1-860 amendment application was positive.

Regarding environmental liabilities associated with the Dolly Varden Project, a historic plant site and numerous historic workings and waste rock dump piles are located within the permit area. The Ministry of Energy, Mines and Petroleum Resources is aware of these historic sites and the Company has closed off access to these sites as a safety precaution. No compounded tailings have been identified to exist from the 1949 to 1959 plant site. Furthermore, acid rock drainage testing has been conducted on water outflow locations within the property and all results returned are within acceptable levels.

The Company is not aware of any environmental, social or permitting issues not disclosed herein that could have an impact on Dolly Varden Project development. Further advancement of the Dolly Varden will require additional environmental baseline and geochemical testing. See also "Risk Factors".

History

The Dolly Varden Project has a lengthy and robust history of exploration and mining, with exploration occurring in the area from the early 1900s. The historic exploration completed at the Dolly Varden Project remains mostly unchanged from the information provided in previous Dolly Varden Project Reports on the Dolly Varden Project (Garrow, 2011; Higgs, 2015; Higgs and Giroux, 2015) and thus much of the following information has been adapted from these reports, with additional information from British Columbia Ministry of Energy and Mines (2012a), Devlin and Godwin (1985) and Devlin (1987).

Historical Work Conducted by Previous Owners: Dolly Varden, North Star, Red Point and Torbrit

1910 to 1968 Exploration (reproduced from Higgs and Giroux, 2015)

"The first claim staking in the Dolly Varden area occurred in 1910 with the location of the Red Point No.1 mineral claim (a Cu-Au prospect). The first claims for silver in the Dolly Varden mine area were staked in 1911. The Sportsman and North Star were staked in 1912 and 1914 respectively. Extensive prospecting, test pitting and drifting was carried out over the next seven years to develop the Dolly Varden silver deposit and bring it to production in 1919. Between 1919 and 1921, the Dolly Varden and North Star mines produced 1.305 million ounces silver from 36,000 tons at an average grade of 35.66 oz/t (1,109 g/t Ag)… The other historic mine on the property was the Torbrit Mine. From 1949 to 1959 Torbrit Silver Mines Ltd. produced 18,706,847 million ounces of silver and 10.8 million pounds of lead from 1,377,632 tonnes averaging 13.58 oz/t (466.3 g/t) silver and 0.38% lead. Production was in the form of a high-grade silverlead concentrate and silver bullion."

1969 to 1990 Exploration

Exploration conducted by Dolly Varden Mines Ltd. from 1969 to 1973 included geochemical soil sampling on the "Copper Belt" zone on the west side of Kitsault valley and diamond drilling (Garrow, 2011; Higgs and Giroux, 2015). Exploration diamond drill programs and ore reserve calculations for the known silver deposits were conducted by consultants on behalf of Dolly Varden Minerals Inc. from 1979 to 1981 (British Columbia Ministry of Energy and Mines, 2012a). The historic mineral resource estimates for the Dolly Varden Project are summarized below.

Exploration completed in 1989 and 1990 by Tecucomp Geological Inc., on behalf of Dolly Varden Minerals Inc., included geological mapping, geochemical sampling and diamond drilling (2,256 m) at Red Point. Additional work at North Star comprised underground geological mapping and drilling (2,397 m) to verify

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historic drilling (British Columbia Ministry of Energy and Mines, 2012a). The drilling programs targeted a possible volcanic exhalative (volcanogenic massive sulphide (VMS)) model of mineralization and identified the significance of zinc, lead and copper in the mineralization (Garrow, 2011). During 1989 and 1990, Tecucomp Geological Inc. (the predecessor company to Cambria Geosciences Inc.) conducted an exploration program which focused on diamond drilling at the Cu-Au-bearing Red Point prospects and on the silver-rich polymetallic stratigraphic horizon containing the Dolly Varden, North Star and Torbrit mines. The stratigraphic, structural and deposit trends were reassessed as part of this work and this particular drilling program was the first to incorporate a volcanic exhalative (VMS) model of ore deposition (Higgs and Giroux, 2015).

1991 to 2009 Exploration

According to the Mines Branch Notice of Work files, no exploration was conducted at Dolly Varden, North Star, Red Point and Torbrit from 1991 to 2009.

2010 Exploration

In 2010, Dolly Silver Corporation and Dolly Varden Silver Ltd. (predecessor of Dolly Varden Silver Corporation) commissioned Geotech Ltd. to fly a helicopter-borne geophysical survey over the Dolly Varden Project. A total of 941.7 line-km was flown at 100 m spacings, with 90% of the Dolly Varden Project covered by the geophysical survey (Garrow, 2011).

Historical Work Conducted by Previous Owners: Regional Prospects

Several mineral occurrences are situated within the Dolly Varden Project, notable occurrences include Ace-Galena, Kitsol, Chance, Moose-Climax and Sault. The Ace-Galena mineral occurrence was originally discovered as the Tyee group in 1929. Between 1930 and 1934 showings of high-grade galena and native silver were discovered and explored using open cuts and short adits. The exploration in 1990 outlined a lead (Pb) - zinc (Zn) – silver (Ag) – arsenic (As) – antimony (Sb) – barium (Ba) anomaly and discovered stratiform mineralization at Trout.

The Kitsol Vein was discovered in 1918 and staked at the end of 1918 by Donald, Miner and Swanson. Early exploration on the claim included surface trenching and limited underground work, although poorly documented. From 1972 to 1973 exploration work comprised limited chip sampling of historic workings and diamond drilling (505 m in three holes). Results for the drilling include Ag values up to 380.57 g/t over 4.88 m and trench results returned Ag values up to 626.40 g/t over 4.11 m.

The Chance mineral occurrence was discovered in 1918. Early exploration from 1919to 1930 comprised trenching, diamond drilling and underground work to define Ag-Cu-Sb-Pb-Zn bearing quartz-barite-jasper veins. Mapping anddrilling in 1975 downgraded the mineral reserve to 38,246 tonnes (42,160 tons) at 373.7 g/t (10.9 oz/ton) Ag, as reported by Mitchell (Mitchell, 1976). Select highlights from the 1963-1964 drilling at Chance include 5.88 m with a weighted average of 480.0 g/t (14.0 oz/t) Ag from DDH12,1.68 m at 480.0 g/t (14.0 oz/t) Ag from DDH1, 10.6 m with a weighted average of 250.3 g/t (7.3 oz/t) Ag and 15.2 m with a weighted average of 607.2g/t (17.71 oz) Ag from DDH3.

The Moose-Climax occurrences were discovered in 1916. Exploration in 1916 included trenching and underground work. Silver Butte Mines Ltd. conducted diamond drilling in 1964 and 1967, with 13 holes totalling 1,125.9 m and 9 holes totalling 528.1 m. Highlights from the drill programs included 2.44 m at 360.0 g/t (10.5 oz/t) Ag from DDH 14, 1.28 m at 366.86 g/t (10.7 oz/t) Ag from DDH 12 and 12.5 m at 257.14 g/t (7.5 oz/t) Ag from DDH 9. The 1964 drill program outlined a preliminary mineral resource estimate of 27,215 tonnes (30,000 tons) at 308.57 g/t (9.0 oz/t) Ag (Mitchell, 1976).

The mineral resource estimates mentioned in the two paragraphs above are a non-NI 43-101 compliant resource and was calculated prior to the introduction of the standards set forth in NI 43-101. The authors of the Dolly Varden Project Report have referred to these estimates as a "historic resource" and are not treating them, or any part of them, as a current mineral resource. The historic resource estimates mentioned above should not be relied upon and have only been included to demonstrate the mineral potential of the Dolly Varden Project.

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A stratiform barite-realgar-celestite showing was discovered by N. Wynchopen at Sault in 1966. In September 1989, work conducted included geochemical sampling, prospecting and diamond drilling (992 m). Highlights from historic drilling at Sault includes:

  • 26.5 g/t Ag, 0.12% Pb, 1.39% Zn over 4.95 m from K89-11
  • 10.3 g/t Ag, 0.27% Pb, 1.18% Zn over 4.17 m from K89-6 ext

Regional Geology

The Dolly Varden Project occurs within the Stikine Terrane (Stikinia), the largest arc terrane within the Canadian Cordillera, extending from the southern Yukon to south-central British Columbia (Gagnon et al., 2012; Monger et al., 1982). The Dolly Varden Project is situated within the Stewart Complex of the Stikine Terrane, a metallogenic island arc terrane that is host to over 200 mineral occurrences of predominantly precious metal vein type, skarn, porphyry and massive sulphide occurrences (Alldrick, 1993). The regional geology of the Dolly Varden Project area is shown in Figure 3.1.

Figure 3.1. Regional geology of the Dolly Varden Project.

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Hazelton Group

On a regional scale, the Hazelton Group displays complex variable geology due to its compositionally mixed (volcanic and sedimentary) geological history. In the area between Kitsault and the Unuk River, the Salmon River Formation (forming the top of the Hazelton Group) comprises dacitic to rhyolitic flows and tuffs, basaltic flows and intercalated volcaniclastic intervals (Lewis, 2001). The Salmon River Formation is associated with the mineralization at Eskay Creek and is subdivided into the following members:

  • Bruce Glacier Member; dacite to rhyolite flows, tuffs and epiclastic rocks.
  • Troy Ridge Member; sedimentary and tuffaceous sedimentary rocks.
  • John Peaks Member; mafic components with massive flow, pillow flow, pillow breccia and volcanic breccia textures.
  • Eskay Rhyolite Member; rhyolite flows, breccias and tuffs.

Recent revisions of the Hazelton Group stratigraphy were made by Gagnon et al. (2012) based on reevaluation of rock exposures in north-western British Columbia. The revisions divide the Hazelton stratigraphy into two main subdivisions: Lower Hazelton Group and Upper Hazelton Group, summarized as follows.

Lower Hazelton Group

This group consists of the basal sedimentary rocks of the Jack Formation and succeeding volcanic sedimentary rock packages. These latter include Betty Creek Formation equivalent intermediate and felsic volcanic rocks of the Unuk River and Brucejack Lake Members.

Upper Hazelton Group

This stratigraphic unit is interpreted as comprising more sedimentary rich strata deposited in response to subsidence and extension… Its basal layer consists of fossiliferous sandstone and local limestone of probable Toarcian age (Anderson and Thorkelson, 1990). In the Iskut River area it is succeeded by a volcano-sedimentary sequence of Upper Aalenian to at-least Lower Bajocian age (about 178 and 171.6 Ma)…In the Kitsault area, arc-related calc-alkaline volcanism is interpreted to have continued after regional subsidence and extension was initiated. On the Dolly Varden Project, a local basin formed and saw the eruption of additional intermediate, felsic and mafic volcanic rocks on its flanks with deposition of pyroclastic and epiclastic volcaniclastic rocks largely in a shallow marine environment. Hydrothermal activity was focused by extensional basin- bounding faults and cross faults; these features provided the traps for the valley's Ag-rich exhalative, replacement and vein mineralization. Calc-alkaline volcanism on the Dolly Varden Project may have extended at least into Upper-Pliensbachian time (about 183 Ma). Sedimentary rocks consisting of basal fossiliferous limey sandstone and bedded argillite succeeded the cessation of major volcanic activity, possibly after a hiatus.

Property Geology

The following discussion on the stratigraphy and structure of the Dolly Varden Project has been adapted from Garrow (2011) and Higgs and Giroux (2015). The Dolly Varden Project geology and simplified stratigraphy of the Dolly Varden Project is shown in Figures 3.2 and 3.3.

The Stuhini Group (TrSs and TrSv)

The oldest lithological unit on the Dolly Varden Project is the Upper Triassic aged Stuhini Group. The Stuhini Group outcrops along the eastern and western areas of the Dolly Varden Project, as mapped by Alldrick et al. (1986) and Devlin (1987). The Stuhini Group is divided into a sedimentary unit and a volcanic unit. The volcanic unit predominately consists of mafic dark green pyroxene-bearing basalt flows and breccias and the sedimentary unit is composed of thinly-bedded silty argillite, fine grained sandstone, siliceous siltstone and silty limestone.

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Hazelton Group

Volcanic Rocks (JrHv)

The Hazelton Group hosts the known mineral deposits on the Dolly Varden Project. The majority of the Hazelton Group volcanic tuffaceous rocks within the Dolly Varden Project are interpreted to be Betty Creek Formation lithologies (Lower Hazelton) with possible Upper Hazelton Group in the younger rocks of the Kitsault Valley. The interpreted Betty Creek Formation hosts the Ag-Zn-Pb showings and Dolly Varden, North Star and Torbrit deposits, as well as the epigenetic epithermal Ag mineralization at Wolf and Kistol and the quartz-sulphide veins, breccias and stockworks at Red Point.

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Figure 3.2. Property geology of the Dolly Varden Project.

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Figure 3.3. Simplified stratigraphic and mineralization column of the Dolly Varden Project (from Higgs and Giroux, 2015).

Intrusive Rocks (JrHiv)

Lower Jurassic aged Hazelton Group intrusive rocks on the Dolly Varden Project are observed within the Red Point and Goldbelt Zones. The rocks observed are massive hornblende- feldspar porphyritic intrusives, interpreted to be sub-volcanic intrusive equivalents of the Hazelton volcanic rocks. Alteration of the intrusive rocks include sericite, quartz and pyrite alteration.

Sedimentary Rocks (JrHs and JrHSR)

Lower Jurassic aged Hazelton Group sedimentary rocks on the Dolly Varden Project are observed within the tuffaceous Betty Creek Formation and consist of black siltstone, argillite, argillaceous sandstone and conglomerate.

Bowser Lake Group (JrB)

Middle Jurassic Bowser Lake Group sedimentary rocks are observed near Kitsault Lake near the northern boundary of the Dolly Varden Project.

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Post-Ore Intrusive Rocks (Ti)

Post-ore intrusive rocks on the Dolly Varden Project include fine-grained hornblende-feldspar diorite plugs and dykes, mafic and intermediate dykes and porphyritic ultramafic lamprophyre dykes.

Structure

Major structural features observed within the Dolly Varden Project include folds, Cretaceous compression structural features and large north to northwest trending faults. Folding on the Dolly Varden Project is generally broad and open with upright axial planes that strike to the north and northwest. Examples of folding and Cretaceous compression include an anticline in Stuhini Group rocks at the headwaters of Evindsen Creek and a northwest trending synform along the central axis of the upper Kitsault Valley. Salmon River Formation sediments form the core of the synform, with Betty Creek Formation volcanic and sedimentary rocks flanking the core.

Large north-northwest trending, west dipping faults displace the rocks and mineralization at the Dolly Varden, North Star and Torbrit mines. Notable faults on the Dolly Varden Project include the Mitchell Creek Fault and the Moose Lamb Fault. The Mitchell Creek Fault lies to the west of the Dolly Varden Mine and Kitsol showing, strikes to the north and dips approximately 60° west. The Moose Lamb Fault is located just east of the Torbrit Mine, strikes to the northwest and dips to the west. The Moose Lamb Fault was likely active during the deposition of Hazelton Group volcanic rocks and active after ore deposition.

Thrust faults are present on the west side of the Kitsault River, as indicated by geophysical, structural outcrop and drill data. These faults dips to the southwest and are interpreted to be a product of regional Cretaceous aged compression that formed the Skeena Fold Belt and are likely concurrent with folding observed in the same area.

Mineralization

Historic and recent exploration has identified several styles of mineralization within the Dolly Varden Project. The following list of notable mineralization styles, with examples of prospects and deposits, has been adapted from McCuaig and Sebert (2017) and Higgs and Giroux (2015):

  • Exhalative stratiform silica-sulphide-rich mineralization containing variable amounts of quartz, chalcedony, barite, carbonate, jasper, galena, sphalerite, ruby silver, and other silver bearing minerals. This mineralization is observed in the Dolly Varden Torbrit (DVT) horizon at North Star and Torbrit.
  • Exhalative stratiform pyrite, sphalerite, galena, chert, carbonate-rich mineralization at the Sault prospect and in the upper portion of the Trout Horizon.
  • Stratabound, infill and replacement Ag-sulphosalt-rich mineralization in the lower portion of the Trout Horizon.
  • Quartz-silica, carbonate and variably barite-rich epithermal Ag mineralization containing low to moderate amounts of galena, sphalerite and pyrite accompanied by lesser tetrahedrite, pyrargyrite, argentite/acanthite and local native silver. Colloform to crustiform banded chalcedony, quartz and bladed carbonate or barite textures are common. Hydrothermal brecciation, sealed by later gangue and sulphide, and cut by late stage veining is present in parts. Epithermal mineralization occurs as structurally hosted veins and fissure fills at Wolf, Kitsol and Dolly Varden. At Torbrit mineralization consists of a combination of Ba-rich semi-conformable pod-like stratabound infills, with sheet-like veining, and in close proximity to reworked debris-style mineralization, and local stratiform lenses of thin-bedded barite and sinter-like silica-rich exhalate.
  • Quartz-sericite-pyrite altered zones containing Cu-Ag- (+/-) Au mineralization in quartz-sulphide stockwork, hydrothermal breccias and veins. This mineralization contains chalcopyrite, sphalerite, galena and minor sulphosalt and tends to be enriched in Cu relative to Pb and Zn, while hosting elevated Ag (+/- Au). As/Sb ratios are higher than in the epithermal or stratiform types. Pervasive quartz- sericite-pyrite alteration is observed at the Gold Belt prospect and sericite-pyrite (with lesser quartz) alteration bounds the North Star deposit. Potassium feldspar alteration is observed within the Red Point mineralized zones.

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Furthermore, Drown et al. (1990) and McGuigan and Melnyk (1991) outlined four distinct mineralization facies of exhalative stratiform mineralization at the Dolly Varden Project, as adapted from Garrow (2011):

  • 1) Silica-sulphide exhalative: quartz dominated, lacking calcite and barite. Sulphides consist of pyrite, chalcopyrite with minor argentite, pyrargyrite and native silver. This mineralization facies is observed at the Dolly Varden Mine and Dolly Varden East Zone.
  • 2) Silica-carbonate-sulphate-sulphide exhalative: comprised of calcite, quartz, barite and sulphides. Vertically zoned with a pyrite-silver rich upper zone and zinc-lead- silver rich middle zone that is locally a volcanogenic massive sulphide. Mineralization consists of layers, stringers and disseminations of sphalerite, galena and pyrite with lesser chalcopyrite (15-20% sulphides) in a variable gangue of quartz, calcite and barite. This mineralization facies is observed in the North Star and Dolly Varden West deposits.
  • 3) Sulphate-oxide-sulphide exhalative: comprised of quartz, calcite, barite, hematite, jasper and sulphides. Mineralization is predominately silver, sphalerite, galena with minor chalcopyrite, pyrargyrite and tetrahedrite (5-10% sulphides) in a gangue dominated by quartz with lesser calcite and barite. This mineralization facies is observed in the Torbrit, Torbrit East and Moose Lamb deposits.
  • 4) Debris flow breccia mineralization: an internally fragmented, re-cemented breccia is a common feature of all exhalative debris flow facies. They are mapped as polylithic exhalative breccias and include examples of all the silica, oxide, sulphate and sulphide mineralization types and contain volcanic rock fragments. The breccias are interpreted to have formed in unstable, shallow seafloor mounds as hot-spring veins and precipitates of sea floor vent exhalations or as hydrothermal eruption breccias.

The author, during a site visit from October 1 to 2, 2018, examined pyrargyite mineralization and native silver mineralization from underground drillcore samples at Torbrit and sulphide rich mineralization at Dolly Varden. Photos of the mineralization observed in the core at the Torbrit and Dolly Varden deposits during the site visit are available in the Dolly Varden Project Report.

Deposit Types

Historic and recent exploration on the Dolly Varden Project, as well as studies completed by Devlin (1986) and Dunne and Pinsent (2002), suggest a potential for the Dolly Varden Project to host volcanogenic massive sulphide (VMS) deposits and epithermal precious metal deposits.

Studies by Dunne and Pinsent (2002) suggests similarities between the depositional environment of the Au-Ag-rich high-sulphidation VMS deposit style mineralization at the Eskay Creek Mine and the Dolly Varden Project. The Eskay Creek VMS deposit (Eskay Creek) is located 75 km northwest of Stewart and 125 km north of the Dolly Varden Project. Eskay Creek is a low temperature Au- rich VMS deposit that formed in a submarine volcanic environment. Eskay Creek is distinguished from other VMS types by high precious metal grades, epithermal suite elements including Sb-Hg +/- As, sulfosalt-rich mineralogy and the dominance of clastic sulphides and sulfosalts (Ross, 2002).

The Eskay Creek Mine was in production from 1994 to 2008 with total production of 3,272,628 oz Au and 5,039,065 oz Ag (Ulansky et al., 2019). Roth (2002) indicates that the potential exists for similar discoveries to Eskay Creek in complex arc environments with concurrent tectonic and magmatic activity, basin development and subaerial to subaqueous conditions. Furthermore, historic and recent exploration at the Dolly Varden Project suggests potential for a low-sulphidation epithermal precious metal deposit.

Exploration

The Company has been exploring the Dolly Varden Project area since 2011, discovering new exploration targets and advancing known prospects and deposits by systematic exploration. Exploration work from 2011 to 2019 has consisted of geological mapping, geochemical surveys, geophysical surveys and drilling.

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Geological Mapping and Rock Sampling Interpretations and Conclusions

Geological mapping and lithogeochemical sampling was conducted at various prospects throughout the Dolly Varden Project in two main programs in 2015 to 2016; 1) 2015 geological mapping underground at Torbrit and North Star and on surface at Musketeer, Ace-Galena Trout and Kitsol; and 2) 2016 geological mapping at Summit Ridge, Ace- Galena Trout, Chance Creek, Trout Hanging Wall, Northeast Sediment-Volcanic Contact and Medallion. Sporadic geological mapping and sampling was conducted throughout the Dolly Varden Project in 2017 and 2018.

The geological mapping and lithogeochemical sampling provided information on the stratigraphy and structure of prospect areas and identified multiple zones of mineralization, as well as anomalous zones warranting further exploration within the Dolly Varden Project. The mapping and sampling work completed at Ace Galena-Trout identified multiple zones of mineralization, including: 1) Ag-sulphosalt-rich sulphide mineralization; 2) sulphosalt-galena-rich mineralization; 3) Exhalative disseminated to laminated Pb-Zn mineralization; and 4) Discordant native silver-rich mineralization. The mineralization indicates extensive hydrothermal circulation within the Trout Horizon, notably the lower portion. The lithogeochemical sampling at Ace-Galena Trout showed the following:

  • Ag, As, Hg, Pb, Zn anomalies within the upper portion of the Trout Horizon in samples taken along the Bluebird Fault.
  • Elevated Sb within the Trout Horizon.
  • Cu anomalies appear to be associated with Ag-sulphosalt type mineralization.
  • Trout Zone volcaniclastic package is characterized by broad sodium depletion and potassium enrichment.

The Summit Ridge geological mapping and geochemical sampling programs provided information on the stratigraphy of the area and highlighted potential similarities and connections to the Trout Horizon. Notably, the composition and attitude of the lithologies within a creek drainage located 400 m up-slope and east of the McKay trench area suggests further extension of the Trout strata approximately 270 m to the east of the McKay trenches. Additionally, a mineralized vein occurring sub-parallel to a west- northwest trending fault suggests the potential for hydrothermal fluid flow through west- northwest trending structures in the area. The lithogeochemical sampling at Summit Ridge showed the following:

  • A 1 km long anomaly over the Chance prospect with elevated Ag, Pb, Sb, As, Hg, Zn, Cu, Ba and Tl.
  • Ag, Zn, As highlighted in dacite tuff and in tuffaceous sandstone lithologies.
  • K enrichment of basalt and dacitic rocks.

The reconnaissance mapping and sampling program at the Trout Horizon Hanging Wall and northeast sediment-volcanic contact provided information regarding the stratigraphy of the area and helped to define the extent of certain lithologies, particularly to the northwest side of the Bluebird Fault. Additionally, the program identified structurally controlled sericite alteration and geochemical anomalies. The alteration observed in the Trout Horizon Hanging Wall occurs in structural zones of faults and fractures with orientations varying from the east-northeast to the northwest. The lithogeochemical sampling at the Trout Horizon Hanging Wall and Northeast Sediment-Volcanic Contact showed the following:

  • A weak anomaly of Sb, As, Pb along the eastern bank of Clearwater Creek. This anomaly coincides with a zone of Na depletion.
  • Ba anomalies in several zones within the Dolly Varden Project. The two largest anomalies occur in andesite tuffs northwest of Bluebird Creek and in andesite and basalt toward the east bank area of Clearwater Creek.

The 2016 geological mapping and sampling program identified extensive alteration, structure features and precious metal mineralization within structurally controlled veins at Medallion. The lithogeochemical sampling at Medallion showed the following:

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  • A Cu anomaly in the area north of Homestead Creek.
  • A weak Au anomaly on the south side of Homestead Creek.
  • Altered rocks show elevated values of As and Pb. Altered intermediate lapilli and ash tuffs show moderate to strong Na depletion.
  • Sb is anomalous along the Medallion prospect.

Soil Sampling Interpretations and Conclusions

A soil sampling program was conducted over a portion of the Dolly Varden Project in late 2015 with focus on the Wolf, Silver Horde, Chance and Ace-Galena Trout target areas. A total of 1823 soil samples were collected over the Dolly Varden Project. Three main anomalous areas were identified by the sampling program. Anomalous zones of elevated metals were defined near the Wolf prospect and at Silver Horde, as indicated by Ag, Pb, Zn, Sb and Ba results. Additionally, an anomalous zone of elevated metals was highlighted, starting from the Chance prospect and trending to the northeast for approximately 1.2 km. This zone appears to run parallel to the historic Ace-Galena soil anomaly.

In 2016, an orientation line totalling ten soil samples was conducted near Ace-Galena and analyzed in the field using a portable XRF (X-ray fluorescence) unit. It is important to note that although the XRF analysis data is semi-quantitative, it does provide an excellent means of determining relative abundances (concentrations) of various key elements in the samples. The soil line shows weakly to moderately anomalous Cu and Zn values.

Diamond Drilling Interpretations and Conclusions

Four drilling programs have been completed at the Dolly Varden Project from 2015 to 2018, with 152 diamond drill holes, totalling 49,199 m, drilled by the Company. The drill programs focused on exploration and reconnaissance drilling, as well as resource delineation and verification of the known Project deposits. The drilling programs successfully achieved the following: (1) identified high grade Ag mineralization at three new prospect areas, including Moose-Lamb, Torbrit North and Torbrit East; (2) extended mineralization at several known prospects, including Ace-Galena, Kitsol, Torbrit and Dolly Varden; (3) expanded the current mineral resources at Torbrit and Dolly Varden; and (4) confirmed the presence of VMS style and epithermal mineralization within the Dolly Varden Project.

Drilling

An excellent and comprehensive summary of the historical drilling programs conducted at Dolly Varden was compiled in a previous Dolly Varden Project Report on the Dolly Varden Project by Higgs and Giroux (2015). The following sub-section has been reproduced, with minor formatting modifications, from Higgs and Giroux (2015):

Previous drilling on the North Star deposit by Torbrit Silver Mines Ltd in 1957-58 penetrated a well mineralized horizon with 3 drill holes including an intersection in hole NS-17 assaying 72.3 g/t Ag, 3.38% Pb, and 16.48% Zn over 3.5m. There has been minor historic drill programs conducted on a number of the mineral occurrences on the property, including Red Point, Ace-Galena, Moose, Climax, Kitsol, Musketeer and Surprise. Below is a table summarizing the historic drilling at a number of these locations.

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Table 4.1. Historic summary of drilling outside of deposits (from Higgs and Giroux, 2015).

Zone Years Metres Drilled Notable Results
Ace-Galena 1951, 1968 1845 12.8 oz/t Ag over 0.5 m; 6 oz/t
over 8.8 m
Last Chance 1963-1975 1893.4 9.4 oz/t Ag over 11.5 m; 17.7
oz/t Ag over 15.2 m;
54.8 oz/t Ag over 1.52 m; 14
oz/t Ag over 5.88 m
Moose-Climax 1964, 1967 1654 10.5 oz/t Ag over 2.44 m; 10.7
oz/t Ag over 1.28 m;
7.5 oz/t Ag over 12.5 m
Sault 1984-1989 2,274.8 0.77 oz/t Ag over 5.0 m

Drilling at the Wolf deposit was conducted by Sunshine Mining Company (option on holdings of Dolly Varden Mines Ltd) in 1964. In addition to 310.90 m of drifting and cross cutting in the 1200 level, 3137.92 m of surface and underground diamond drilling was completed. In 1968, 97.54 m of percussion drilling were completed on the Wolf by Dolly Varden Mines Ltd. In 1989-90 a two-year diamond drilling program was conducted and funded by Dolly Varden Minerals Inc. and supervised by Cambria Geosciences.

The historical drilling at the known deposits prior to 1989, both on surface and underground, can be summarized as follows:

Table 4.2. Drilling totals prior to 1989 at major deposits (from Higgs and Giroux, 2015).

Deposit Number of Holes Total Meterage
Torbrit 361 13,333.65
Wolf 92 8,124.27
North Star 120 7,429.69
Dolly Varden 22 2,686.33

During the 1989 diamond drilling program, 6 holes totalling 2397 m of drilling were completed. The best intersection occurred in drill hole NS 89-4 assaying 7.83% Zn, 2.28% Pb, and 167.30 g/t Ag over 6.46 m. A 4.3 m intersection in hole NS89-3 assayed 0.65% Cu and returned a geochemical analysis of 1851 ppb Au. During the period from June 1 to August 31, 1990 surface diamond drilling on the Dolly Varden Project totalled 7,095.90 m in 18 holes. Drilling was conducted on portions of the North Star, Dolly Varden, Torbrit deposits and the V Vein. In 2011, 21 surface diamond drill holes totalling 4,607.36 m was carried out at the Wolf deposit. The 2012 drilling program targeted the down-dip and strike extension of the Dolly Varden mineralization, with six diamond drill holes aggregating 1,728.21 metres. Drilling confirmed the grade and tenor of mineralization indicated in historic drilling and historic mineral resource estimates above 450 m elevation, with well-mineralized intercepts in holes DV12-2 and DV12-4.

In the 2013 drilling program at the Torbrit mine, fourteen holes were drilled for a total of 3,069 m from 4 different drill platforms. A total of 2,605 m of core was sampled, resulting in 1222 drill assay samples. The Torbrit mineralization appeared as epithermal veins, banded zones, banded breccias as well as massive carbonate, quartz and barite replacement. It is clear from the 2013 program that a large component of the Torbrit deposit mineralization represents a long-lived multi stage system with silver-rich hydrothermal veining.

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In 2014, a total of 12 NQ diamond drill holes, totalling 5,280 m, were completed on the Dolly Varden Project. The program was designed to test six distinct property-scale targets for high- grade Ag-Au mineralization:

  • The NNW strike extension of the Torbrit deposit (Torbrit);
  • Possible extension of the Torbrit graben North of Evindsen Creek (Torbrit NW);
  • The Red Point alteration system (Red Point);
  • The intersection of prospective stratigraphy with well mineralized / altered structures (Musketeer North, Kitsol); and;
  • The contact between the Salmon River Formation and the underlying Hazelton Group volcanic rocks (Wolf).

The program was successful in intersecting moderately anomalous to high-grade Ag mineralization at all target areas. Drill core was transported to TerraLogic Exploration's core processing facility in Alice Arm, BC where the core was logged and sampled. Core logging included surveys with a magnetic susceptibility meter, portable XRF, gamma-ray spectrometer and a HALO optical spectrometer.

Four drill programs have been completed at the Dolly Varden Project from 2015 to 2018. Since 2014, the Company has completed 152 diamond core drillholes totalling 49,199 m at the Dolly Varden Project. In 2015, Dolly Varden completed a total of 10 diamond drill holes, totalling 2,037 m. The drill program tested three different target areas within the Dolly Varden Project, including Ace- Galena, Kitsol and the Sediment target. Moderately anomalous to high grade Ag mineralization was intersected at Ace-Galena and Kitsol. Furthermore, the lithology, alteration and mineralization intersected in the 2015 drillholes confirm the presence of VMS style mineralization at the Dolly Varden Project.

In 2016, Dolly Varden completed a total of 13 diamond drillholes at the Dolly Varden Project, totalling 2,312 m. Moderately anomalous to high grade mineralization was intersected in the 2016 drill program at Torbrit and Ace-Galena.

In 2017, Dolly Varden completed a total of 45 diamond drillholes at the Dolly Varden Project, totalling 15,715.8 m. The 2017 drill program identified four new exploration targets within the Dolly Varden Project, including:

  • Moose-Lamb: Epithermal vein-type mineralization in the Moose-Lamb Fault with 4 m grading 987.5 g/t Ag, 5.90% Pb, 0.90% Zn from DV17-063.
  • Torbrit North: Dolly Varden Torbit horizon (high-grade exhalative) mineralization in the footwall of the Moose-Lamb Fault with 7.65 m grading 481.1 g/t Ag, 0.50% Pb and 0.29% Zn from DV17-058 and 22.74 m grading 433.3 g/t Ag, 0.74% Pb and 0.90% Zn from DV17-063.
  • Torbrit East: Dolly Varden Torbrit horizon (high-grade exhalative) mineralization in the footwall of the Torbrit base structure with 6.85 m grading 298.5 g/t Ag, 1.06% Pb and 0.80% Zn from DV17-076 and 5.00 m grading 481.9 g/t Ag, 0.21% Pb and 0.12% Zn from DV17-078.
  • Beginners Luck: silver mineralization in a breccia structure.

In 2018, Dolly Varden completed a total of 84 diamond drillholes at the Dolly Varden Project, totalling 29,134.20 m. The 2018 drill program confirmed high grade mineralization at Torbrit, Torbrit East, Moose-Lamb, in the Kitsol Zone and at Dolly Varden.

Sample Preparation, Analyses and Security

The following describes the surface sampling procedures for rock and soil sampling for mineral exploration that have been established by the Company. All sampling is conducted under the supervision of the Company's geologists or sampling technicians trained by TerraLogic Exploration Inc (TerraLogic). The chain of sample custody from the field to the laboratory is continuously monitored.

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Rock Samples

Rock samples are collected at the Dolly Varden Project using the following procedure:

  • 1) Sample location is determined using a handheld GPS or from the interpretation of detailed aerial photos;
  • 2) A heavy grade plastic sample bag is labelled with sample ID (on both sides of the bag in permanent marker);
  • 3) Sample information is entered into a notebook, information includes: date, field station, site coordinates, area, lithological unit and description, alteration and additional comments;
  • 4) A 1 to 2 kg sample is collected from the sample location;
  • 5) A photograph is taken of the sample collected and the sample location;
  • 6) The sample is inserted into the sample bag and the bag is sealed using a plastic cable tie;
  • 7) The sample site is marked with flagging tape and an aluminum tag (with corresponding sample ID inscribed on the tag);
  • 8) Samples are transported back to camp at the end of the day;
  • 9) Select samples are cut for detailed description and photographs before being shipped for analysis;
  • 10) Samples are catalogued and placed into poly woven rice bags labelled with sample IDs;
  • 11) A sample manifest is inserted into the first rice bag before being sealed; and
  • 12) Rice bags are weighed and shipped according to section 11.1.2.

Soil Samples

Soil samples are collected at the Dolly Varden Project using the following procedure:

  • 1) Sample location is determined using a handheld GPS;
  • 2) A sample bag is labelled with sample ID and a corresponding sample tag is inserted in the bag;
  • 3) Sample information is entered into a notebook, information includes: date, site ID, site coordinates, sample description, sample depth, slope angle, sample quality and additional comments;
  • 4) Samples are collected from the B-horizon (typically 25 to 45 cm below the surface) if possible;
  • 5) Samples are transported back to camp and hung to dry prior to shipping;
  • 6) Samples are placed into rice bags labelled with sample IDs and a sample manifest is inserted into the first rice bag before being sealed; and
  • 7) Rice bags are weighed and shipped according to section 11.1.2.

Rock and soil samples are shipped separately, and all samples are double checked with the sample manifest before being sealed into rice bags. In the opinion of the author of the Dolly Varden Project Report, the rock and soil sampling procedures and protocols employed by Dolly Varden are sufficient to ensure sample integrity and the resulting samples and their analysis are appropriate with respect to their intended use. There are no indications that there were any significant issues with respect to sample bias or sample security.

Diamond Drilling

Drill core collection occurs at the drill site after a drill site inspection is conducted. Drill site inspections are conducted under the supervision of the Company's geologists or consultants from TerraLogic and occur twice daily at shift change. Drill site inspections include safety checks and drillcore monitoring to ensure correct placement of the drillcore/core markers in the core boxes. Once the inspection is complete, the core boxes are loaded into metal baskets and transported to camp by helicopter. At the secure logging facility, Dolly Varden or TerraLogic personnel complete the following:

  • The core boxes are laid out on wooden skids and a core inspection is completed.
  • A quick summary log is completed on the core. Summary log information includes alteration, lithology and mineralization.

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  • The core boxes are transferred into the core shack for logging and sampling.
  • Geotechnical procedures completed on the whole core include:
  • converting footage markers to metric and recording one-meter intervals on the drill core;
  • marking meterage on drill boxes;
  • calculating core recovery;
  • affixing a metal tag with drillhole number, box number and the meterage interval information to each core box; and
  • recording the metal tag information into a digital data capture device.
  • Geological logging procedures completed on the whole core include:
  • marking sample intervals (completed by a project geologist) and recording the sample number and interval on each sample tag;
  • recording the sample tag number and sample interval into the digital data collection device;
  • recording the total recovered length of each sample interval; and
  • logging all geological data into an Access database, information collected includes alteration, brecciation, lithology, mineralization, structure, shearing, veining and vein intervals.
  • After logging, the core is removed from the core shack, stacked and photographed.
  • Core sampling begins at the start of each sample interval and continues to the bottom of the hole.
  • Core sampling is conducted using a conventional rock saw fitted with a diamond saw blade. The procedure for core sampling is as follows:
  • sample tags and sample bags are prepared prior to sampling;
  • each sample interval is visually inspected by the geo-technician prior to cutting to determine the best split for equal representation of the mineralization;
  • the core is cut in half using the rock saw;
  • half of the core is placed in the pre-marked sample bag and the other half is returned to the core box;
  • the core saw is washed clean between each sample interval;
  • standard reference materials are inserted into the sample sequence by the Dolly Varden Project geologist at a rate of approximately 1 in every 25 samples (depending on the distribution of the metal-bearing zones);
  • blank reference materials are inserted into the sample sequence by the Dolly Varden Project geologist at a rate of approximately 1 in every 20 to 40 samples (depending on the distribution of the metal-bearing zones);
  • duplicate samples are inserted into the sample sequence at a rate of approximately 1 in every 30 samples;
  • sample bags are sealed using plastic ties and are placed into rice bags labelled with sample IDs; and
  • sample bags are lined up in order prior to shipment.

All core samples are double checked with the sample manifest before being sealed into rice bags. The chain of custody from the drill site to the laboratory is managed by the Company. The author of the Dolly Varden Project Report cannot verify that the samples were not tampered with during shipping, although no issues with sample shipment or acceptance at the laboratories were reported.

In the opinion of the author of the Dolly Varden Project Report, the drill core sampling procedures and protocols employed by Dolly Varden are sufficient to ensure sample integrity and the resulting samples and their analysis are appropriate with respect to their intended use. There are no indications that there were any significant issues with respect to sample bias or sample security.

Data Verification

The authors of the Dolly Varden Project Report found no significant issues with the Company's surface and underground drilling and sampling databases and deemed them suitable for use in the mineral resource estimates.

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Dolly Varden Silver Corporation, and its primary exploration consultants TerraLogic Exploration Inc., have adopted a comprehensive Quality Assurance and Quality Control (QAQC) program at the Dolly Varden Project. The primary author of the Dolly Varden Project Report (Mr. Turner, P.Geol.) was able to evaluate the key components of the Company's QAQC program during a visit to the Dolly Varden Project completed in October 2018 and found no issues. With respect to all non-analytical data, the company utilizes a number of important QAQC protocols designed to ensure data quality, including:

  • the surveying of drill collars by differential GPS;
  • the collection of down-hole surveys in all drillholes; and
  • the validation through repeated checks of all drillhole logging information, including consistency checks for lithologic units and descriptions, monitoring/supervision of logging progress from geological and geotechnical logging to core sampling, and the verification of digitized data to illuminate data entry errors.

The author of the Dolly Varden Project Report, Mr. Turner, visited the Dolly Varden Project on October 1 and 2, 2018. During the site visit the author collected six duplicate core samples to confirm the presence of Ag mineralization. Zn. The results of the silver analyses on the author's confirmation samples agree reasonably well with the Company's original analytical results considering the fact that the samples comprised relatively high silver grades and their silver contents will naturally exhibit some degree of variance due to the distribution of native silver and silver-bearing sulphide minerals.

Mineral Processing and Metallurgical Testing

Until 2019, there had not been any modern metallurgical testwork completed on mineralization from any of the deposits or prospects at the Dolly Varden Project. On May 8, 2019, Dolly Varden Silver announced (Dolly Varden, 2019a) the results of an initial metallurgical test program that examined samples for mineralization from the Dolly Varden and Torbrit deposits. In the opinion of the authors of the Dolly Varden Project Report, judging by the detailed list of samples that were submitted and composited for testing, the mineralization tested appears to have been reasonably representative of the respective deposits, but tests completed represent an early stage (high level) examination of the materials' metallurgical characteristics. Thus, although results were encouraging, and no significant issues were identified, these results are not yet sufficiently detailed or comprehensive to allow for any sort of economic assessment of the deposits. As a result, additional test work is recommended.

In January 2019, samples from the Torbrit and Dolly Varden deposits were shipped to Blue Coast Research Ltd. (BCR), located in Parksville, BC for a preliminary metallurgical assessment. The testwork focused on feedcharacterisation (head assays and mineralogical analysis via QEMSCAN), comminution testing (Bond Ball Work Index), froth flotation, whole ore cyanide leaching, cyanide leaching of flotation tails and gravity recoverable silver testing. Based on the testwork conducted at Blue Coast Research Ltd. It is realistic to expect that Dolly Varden and Torbrit material could return on average, 86% and 88% silver recovery respectively. Dolly Varden is best suited to a whole ore tank leach process which will likely not result in payment for the base metals – further optimisation of flotation conditions may result in a flowsheet whereby zinc can be better rejected from the lead concentrate, but further testwork is required to demonstrate this. Torbrit appears to respond more favourably to differential lead/zinc flotation with cyanidation on the flotation tails providing additional silver recovery.

It is recommended that as the Dolly Varden Project advances additional metallurgical testwork is conducted to increase the robustness of the metallurgical projections indicated above.

A technical report supporting maiden resource estimations for the Dolly Varden, Torbrit, North Star and Wolf deposits, at the Dolly Varden Project, was completed in 2015 (Higgs and Giroux, 2015). Since that time, the Company has conducted significant drilling programs at the Dolly Varden and Torbrit deposits which has provided sufficient data to allow for the revised geological modeling and resource estimation for these two deposits. No significant exploration work has been conducted by the Company at either the North Star or the Wolf deposit areas. As a result of this review, and the fact that no significant new work has been

{37}------------------------------------------------

completed at the deposits, the 2015 maiden resource estimates for the North Star and Wolf deposits remain current and are reported below in Table 5.1 (from Higgs and Giroux, 2015).

Table 5.1. 2015 North Star and Wolf Mineral Resource Estimates (modified from Higgs and Giroux, 2015).

Classification Deposit Cut-off
(g/t Ag)
Tonnage above
Cut-off
(Tonnes)
Average Grade
Ag
(g/t)
Contained Oz.
Ag
Wolf 150.0 402,000 296.6 3,834,000
Indicated North Star 150.0 236,000 262.8 1,994,000
Wolf 150.0 9,500 230.6 70,000
Inferred North Star 150.0 4,800 223.6 35,000

The Dolly Varden and Torbrit Deposits are located on Dolly Varden Silver Corp's Dolly Varden Project in northwestern BC, Canada. The Dolly Varden Project utilizes UTM coordinates (NAD 1983, Zone 9) for the basis of its geospatial data collection, although some historical data has been collected in a local coordinate system that has been converted to UTM. The updated Dolly Varden and Torbrit deposit mineral resource estimation work was completed by Mr. Nicholls, MAIG under the direct supervision of Mr. Turner, P. Geol., who is a Qualified Person as defined by National Instrument 43-101. Mineral resource modelling and estimation was carried out using a 3-dimensional block model based on geostatistical applications using commercial mine planning software MICROMINE (v18.0.947.6). The Torbrit resource comprised an indicated resource of 2.623 million tonnes at an average grade of 296.8 g/t Ag for 25.025 million ounces of silver and an inferred resource of 1.185 million tonnes at an average grade of 278 g/t Ag for 10.588 million ounces of silver (Table 17.2). The Dolly Varden resource comprises an indicated resource of 0.156 million tonnes at an average grade of 414.2 g/t Ag for 2.078 million ounces of silver and an inferred resource of 0.086 million tonnes at an average grade of 271.5 g/t Ag for 0.745 million ounces of silver (Table 17.3). Both resources are considered to exhibit reasonable prospects for economic extraction at today's silver price. The base case cut-off grade of 150 g/t Ag was selected, which is considered appropriate based on the Dolly Varden Projected silver price, the Dolly Varden Project's current size, favorable location for access, power, water, labor force and other assumptions derived from deposits of similar type and scale.

The 2019 Mineral Resource Estimates for the Torbrit and Dolly Varden deposits of the Dolly Varden Project were based on 85 surface diamond core holes, 275 underground diamond core holes and 123 underground channel/face samples for the Torbrit deposits and 27 surface diamond core holes, 26 underground diamond core holes, 9 trenches and 229 underground channel/face samples for the Dolly Varden deposits. The estimated mineral resources were produced using ordinary kriging. The resource is based upon creating a composite file from the individual assays situated within the interpreted mineralized zones (resulting in 4,559 composite samples for Torbrit and 607 composite samples for Dolly Varden). Search ellipsoid orientation was based on the mineralization and geological interpretation, with the ranges guided by the mineralization continuity identified in the variography. For both deposits the range of the silver variographic sill was approximately 100 m. High-Grade Capping was applied to both silver populations with these limits comprising 3,000 g/t Ag for Torbrit and 1,600 g/t Ag for Dolly Varden. Block models were created using a 5 (m) x 5 (m) x 5 (m) parent block size and subblocking down to 1 (m) x 1 (m) x 1 (m). For the Torbrit mineral resource estimate a bulk density of 3.1 kg/m3 was applied, based on 895 specific gravity (SG) measurements collected throughout all of the lodes comprising the deposit. For Dolly Varden, a bulk density value of 3.0 kg/m3 was applied to the estimate based on 377 SG measurements throughout the deposit. The geological models provided to APEX by the Company and Terralogic included wireframes representing historical workings (drifts, stopes and raises) for both the Dolly Varden and Torbrit Deposits, which were utilized by APEX during the resource estimation work to flag blocks as "mined" or "remnant" with the reported mineral resources comprising the "remnant" blocks.

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The 2019 updated Dolly Varden and Torbrit deposit mineral resources have been classified as comprising both Indicated and Inferred resources according to the recent CIM definition standards. The classification of the Dolly Varden resource was based on geological confidence, data quality and grade continuity. No portion of the current mineral resource has been assigned to the "Measured" category. No formal economic assessments have been completed on any of the currently defined mineral resources at the Dolly Varden Project. However, based upon their size, grade, location and historical mining, in the opinion of APEX Geoscience Ltd., the updated (2019) Dolly Varden and Torbrit deposit mineral resources have reasonable prospects for future economic extraction.

The 2019 updated Mineral Resource Estimate for the four deposits on the Dolly Varden Project comprises an Indicated Mineral Resource of 3,417,000 tonnes grading 299.8 g/t Ag, totalling 32.931 million ounces of silver and an Inferred Mineral Resource of 1,285,300 tonnes grading 277.0 g/t Ag, totalling 11,477 million ounces of silver, using a lower cut-off grade of 150 g/t Ag (Table 5.2).

Table 5.2. Summary of the Current (2015 maiden and 2019 updated) Mineral Resources at the Dolly Varden Project.

Category1 Deposit Cut-off
Grade2
(Ag g/t)
Tonnes Average Ag
Grade
(g/t)
Contained oz3
Ag
Reference
Torbrit 150 2,623,000 296.8 25,025,000 (this report)
Dolly Varden 150 156,000 414.2 2,078,000 (this report)
Indicated Wolf 150 402,000 296.6 3,834,000 Higgs and
Giroux, 2015
North Star 150 236,000 262.8 1,994,000 Higgs and
Giroux, 2015
Total Indicated 3,417,000 299.8 32,931,000
Torbrit 150 1,185,000 278.0 10,588,000 (this report)
Dolly Varden 150 86,000 271.5 754,000 (this report)
Inferred Wolf 150 9,500 230.6 70,000 Higgs and
Giroux, 2015
North Star 150 4,800 223.6 35,000 Higgs and
Giroux, 2015
Total Inferred 1,285,300 277.0 11,447,000

Notes:

  • (1) Indicated and Inferred Mineral Resources are not Mineral Reserves. Mineral resources which are not mineral reserves do not have demonstrated economic viability. There has been insufficient exploration to define the inferred resource as an indicated or measured mineral resource, and it is uncertain if further exploration will result in upgrading the resource to a measured resource category. There is no guarantee that any part of the mineral resource discussed herein will be converted into a mineral reserve in the future.
  • (2) A 150 g/t Ag lower cut-off was chosen to reflect conceptual underground mining and processing cut-off grade.
  • (3) Contained oz may not add due to rounding.

Recommendation

Based upon the author's site visit, the currently identified Ag resources present at the Dolly Varden Project, and the results of the exploration work discussed in the Dolly Varden Project Report, it is the opinion of the author that the Dolly Varden Project is a "Property of Merit" warranting significant continued exploration work.

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Additional in-fill and step-out drilling is recommended for the currently defined mineral resource areas at the Dolly Varden Project comprising the Dolly Varden, Torbrit, North Star and Wolf silver deposits. With respect to current mineral resource areas, new drilling should be completed in order to tighten drillhole spacing and increase confidence in the current geological models. Priority should thus be given to drillholes that test areas that currently have hole spacing greater than average. Priority should also be given to drillholes that test areas of the deposits that currently comprise mainly historical data points in order to (a) validate the historical values and (b) provide additional Pb and Zn data for their potential addition to future mineral resource updates. Additional Specific Gravity (SG) testing is recommended and consideration should be given to making SG determination a regular part of the Company's geotechnical core logging program.

With respect to potential expansion of the current mineral resource inventory at the Dolly Varden Project, continued drill testing of their respective stratigraphic strike extensions and depth projections is recommended. This includes the continued drill testing of the northwest extension of the Torbrit stratigraphic horizon, marked by increased K and Na depletion of volcanics, to identify additional basins that might contain additional volcanic- hosted mineralization. Cross-cutting structures should also be tested for their potential to host epithermal (structurally-hosted) mineralization. Continued drill testing for the Torbrit horizon is recommended within the altered Hazelton group stratigraphy which runs through the Wolf deposit to the Ace Galena and Chance prospects.

In addition to continued drilling at, and/or adjacent to, the current mineral resource areas on the Dolly Varden Project, drill testing of other historical and current prospects is also recommended.

Additional exploration work comprising geological mapping and prospecting is also recommended at these and other prospect areas throughout the Dolly Varden Project, including the large 'gossan' area toward the northern end of the Dolly Varden Project referred to as the "gold belt". This area is characterized by anomalous gold in soil and rock samples associated with a large area of QSP (quartz-sericite-pyrite) alteration, which extends to the north onto the Homestake Ridge Property of Fury. The alteration and mineralization in this area is quite extensive and is representative of higher temperature epithermal alteration that may be associated with a deep, as yet unidentified, porphyry system.

Additional metallurgical sampling and testing is recommended, particularly for the Dolly Varden and Torbrit deposits in order to provide the data necessary for a more thorough metallurgical characterization of the deposits. This will then allow for a formal evaluation of potential mineral processing options and their respective Ag (+/- Pb/Zn) recoveries, which in turn allow for more formal economic evaluations of these deposits.

THE HOMESTAKE RIDGE PROJECT

Source of Information and Data

The following is a summary of the Technical Report and Updated Mineral Resource Estimate for the Homestake Ridge Gold Project Skeena Mining Division, British Columbia with an effective date of January 20, 2022. The Homestake Ridge Project Report was prepared by Minefill Services under the supervision of David M.R. Stone, P. Eng., Andrew Turner, P.Geol. and Rachelle Hough, P.Geo, all "Qualified Persons" as defined in NI 43-101. The tables and figures have been extracted from the Homestake Ridge Project Report and capitalized terms used in the summary below but not defined herein have the meanings given to those terms in the Homestake Ridge Project Report. The information below was prepared based on assumptions, qualifications and procedures which are not fully described herein. Reference should be made to the full text of the Homestake Ridge Project Report, which is available in its entirety on SEDAR at www.sedar.com and readers should review it in its entirety for a full description of the Homestake Ridge Project.

{40}------------------------------------------------

Property Description and Location

The Homestake Ridge Project covers 7,484.37 hectares and is located 32 km southeast of Stewart, BC, and approximately 32 km north-northwest of the tidewater communities of Alice Arm and Kitsault, BC. The property is located on 1:50,000 scale NTS map 102/P13.

The four claim blocks comprising the Homestake Ridge Project are located within a rectangular area extending for a distance of approximately 23 km in a north-south direction and approximately 13 km in an east- west direction. The claim block hosting the known Mineral Resources is centered on approximately 55° 45' 12.6" N latitude and 129° 34' 39.8" W longitude on Terrain Resource Integrated Management (TRIM) maps 103P072 and 103P073 and lies within Zone 9 of the UTM projection using the NAD'83 datum.

Site Access

Access to the Homestake Ridge Project from the town of Kitsault is by boat/barge to the community of Alice Arm. From there, an upgraded tractor trail follows an old railway bed for a distance of 32 km into the area of the past producing Dolly Varden silver mine, approximately four kilometres from the southern boundary of the Homestake Ridge Project. From there, overgrown mule trails lead to the historic workings of the Vanguard and Homestake areas of the Homestake Ridge Project.

In the absence of upgraded road access, the site is only accessible by helicopter. Helicopters are available for charter from either Prince Rupert, Terrace, or Stewart.

Project Ownership

On December 6, 2021, Dolly Varden announced that it had entered into a definitive agreement with Fury (formerly Auryn Resources) whereby it would acquire a 100 percent interest in the Homestake Ridge Property from Fury through the acquisition of Fury's wholly owned subsidiary, Homestake. The total consideration to be paid is valued at \$50 million and consists of a \$5 million cash payment and the issuance of 76,504,590 Common Shares of Dolly Varden. Upon completion of the transaction, Dolly Varden will own Homestake and the Homestake Ridge Project and Fury will own approximately 36.9% of Dolly Varden on an outstanding basis.

Mineral Tenure

The Homestake Ridge Project comprises four non-contiguous blocks consisting of seven crown granted claims covering 96.712 ha and 37 mineral claims covering 7,484.37 ha. The below tables list the mineral claims along with the relevant individual tenure information including tenure number and name, issue and expiry dates, title type, and area, as well as crown granted claims.

The crown grants include surface rights whereas the mineral claims do not.

There are no holding costs or work expenditure requirements for the crown grants other than roughly \$300 per year in property taxes.

The mineral claims are subject to minimum work requirements of:

  • \$5 per hectare for anniversary years 1 and 2;
  • \$10 per hectare for anniversary years 3 and 4;
  • \$15 per hectare for anniversary years 5 and 6; and
  • \$20 per hectare for subsequent anniversary years.

Expenditures applied to the mineral claims of the Homestake Ridge Project keep them in good standing to 2029.

{41}------------------------------------------------

Homestake Mineral Claims

Title
Numbe
Area Tenure Sub Type Title Type Tenure
Type
r Claim Name Owner Name Client # Issue Date Good to Date (ha) Protected Description Title Type Description Code Code
950714 BRAVO N1 HOMESTAKE RESOURCE
CORPORATION
202433 February 19, 2012 June 13, 2029 327.49 N CLAIM Mineral Cell Title Submission MCX M
950719 BRAVO N2 HOMESTAKE RESOURCE
CORPORATION
202433 February 19, 2012 June 13, 2029 436.51 N CLAIM Mineral Cell Title Submission MCX M
950722 BRAVO N3 HOMESTAKE RESOURCE
CORPORATION
202433 February 19, 2012 June 13, 2029 436.50 N CLAIM Mineral Cell Title Submission MCX M
950724 BRAVO N4 HOMESTAKE RESOURCE
CORPORATION
202433 February 19, 2012 June 13, 2029 272.81 N CLAIM Mineral Cell Title Submission MCX M
950725 BRAVO N5 HOMESTAKE RESOURCE
CORPORATION
202433 February 19, 2012 June 13, 2029 381.82 N CLAIM Mineral Cell Title Submission MCX M
950726 BRAVO N6 HOMESTAKE RESOURCE
CORPORATION
202433 February 19, 2012 June 13, 2029 418.04 N CLAIM Mineral Cell Title Submission MCX M
950727 BRAVO N7 HOMESTAKE RESOURCE
CORPORATION
202433 February 19, 2012 June 13, 2029 417.96 N CLAIM Mineral Cell Title Submission MCX M
1011645 KN HSR 1 HOMESTAKE RESOURCE
CORPORATION
202433 August 1, 2012 March 9, 2023 273.86 N CLAIM Mineral Cell Title Submission MCX M
1061421 NR HOMESTAKE RESOURCE
CORPORATION
202433 August 25, 2006 August 30, 2029 18.20 N CLAIM Mineral Cell Title Submission MCX M
251427 CAMBRIA 1 HOMESTAKE RESOURCE
CORPORATION
202433 May 6, 1986 December 17, 2029 100.00 N CLAIM Four Post Claim MC4 M
251428 CAMBRIA 2 HOMESTAKE RESOURCE
CORPORATION
202433 May 6, 1986 December 17, 2029 75.00 N CLAIM Four Post Claim MC4 M
377241 WK 1 HOMESTAKE RESOURCE
CORPORATION
202433 May 23, 2000 December 17, 2029 250.00 N CLAIM Four Post Claim MC4 M
377242 WK 2 HOMESTAKE RESOURCE
CORPORATION
202433 May 23, 2000 December 17, 2029 500.00 N CLAIM Four Post Claim MC4 M
377243 WK 3 HOMESTAKE RESOURCE
CORPORATION
202433 May 23, 2000 December 17, 2029 400.00 N CLAIM Four Post Claim MC4 M
380949 WK 4 HOMESTAKE RESOURCE
CORPORATION
202433 September 20, 2000 December 17, 2029 450.00 N CLAIM Four Post Claim MC4 M
380950 WK 5 HOMESTAKE RESOURCE
CORPORATION
202433 September 20, 2000 December 17, 2029 450.00 N CLAIM Four Post Claim MC4 M
380951 KW 1 HOMESTAKE RESOURCE
CORPORATION
202433 September 20, 2000 December 17, 2029 25.00 N CLAIM Two Post Claim MC2 M
380952 KW 2 HOMESTAKE RESOURCE
CORPORATION
202433 September 20, 2000 December 17, 2029 25.00 N CLAIM Two Post Claim MC2 M
380953 KW 3 HOMESTAKE RESOURCE
CORPORATION
202433 September 20, 2000 December 17, 2029 25.00 N CLAIM Two Post Claim MC2 M
383016 KW 5 HOMESTAKE RESOURCE
CORPORATION
202433 November 28, 2000 December 17, 2029 25.00 N CLAIM Two Post Claim MC2 M
383017 KW4 HOMESTAKE RESOURCE
CORPORATION
202433 November 28, 2000 December 17, 2029 25.00 N CLAIM Two Post Claim MC2 M
383037 WK 6 HOMESTAKE RESOURCE
CORPORATION
202433 November 28, 2000 December 17, 2029 150.00 N CLAIM Four Post Claim MC4 M
383038 WK 7 HOMESTAKE RESOURCE
CORPORATION
202433 November 28, 2000 December 17, 2029 400.00 N CLAIM Four Post Claim MC4 M
537435 HR HOMESTAKE RESOURCE
CORPORATION
202433 July 20, 2006 December 17, 2029 127.45 N CLAIM Mineral Cell Title Submission MCX M
537436 HRMARGIN 1 HOMESTAKE RESOURCE
CORPORATION
202433 July 20, 2006 December 17, 2029 109.25 N CLAIM Mineral Cell Title Submission MCX M
537437 HRMARGIN2 HOMESTAKE RESOURCE
CORPORATION
202433 July 20, 2006 December 17, 2029 54.60 N CLAIM Mineral Cell Title Submission MCX M
538791 HOMESTAKE RIDGE 1 HOMESTAKE RESOURCE
CORPORATION
202433 August 5, 2006 December 17, 2029 18.21 N CLAIM Mineral Cell Title Submission MCX M
540533 HOMESTAKE RIDGE 2 HOMESTAKE RESOURCE
CORPORATION
202433 September 6, 2006 December 17, 2029 18.20 N CLAIM Mineral Cell Title Submission MCX M
540540 HOMESTAKE RIDGE 3 HOMESTAKE RESOURCE
CORPORATION
202433 September 6, 2006 December 17, 2029 18.21 N CLAIM Mineral Cell Title Submission MCX M
545945 HOMESTAKE RIDGE 4 HOMESTAKE RESOURCE
CORPORATION
202433 November 27, 2006 December 17, 2029 18.20 N CLAIM Mineral Cell Title Submission MCX M

{42}------------------------------------------------

Number of Claims: 37 Total Area (ha): 7468.64
1015588 HS SOUTH 1 HOMESTAKE RESOURCE
CORPORATION
202433 December 31, 2012 December 17, 2029 36.44 N CLAIM Mineral Cell Title Submission MCX M
1015450 KINSKUCH NW2 HOMESTAKE RESOURCE
CORPORATION
202433 December 22, 2012 December 17, 2029 1039.18 N CLAIM Mineral Cell Title Submission MCX M
598668 VANGUARD EXTENSION HOMESTAKE RESOURCE
CORPORATION
202433 February 3, 2009 December 17, 2029 54.66 N CLAIM Mineral Cell Title Submission MCX M
598667 VANGUARD GOLD HOMESTAKE RESOURCE
CORPORATION
202433 February 3, 2009 December 17, 2029 18.21 N CLAIM Mineral Cell Title Submission MCX M
565710 HOME STAKE 7 HOMESTAKE RESOURCE
CORPORATION
202433 September 7, 2007 December 17, 2029 18.20 N CLAIM Mineral Cell Title Submission MCX M
565709 HOMESTAKE RIDGE 6 HOMESTAKE RESOURCE
CORPORATION
202433 September 7, 2007 December 17, 2029 18.21 N CLAIM Mineral Cell Title Submission MCX M
565708 HOMESTAKE RIDGE 5 HOMESTAKE RESOURCE
CORPORATION
202433 September 7, 2007 December 17, 2029 36.42 N CLAIM Mineral Cell Title Submission MCX M

Source: Fury, 2019

Crown Grants

District Claim Name CTGVRNNGP PRCLTP SRVRGNRLPL STTFPRCLSR Area CRWN Mining Lot
Status
3975 HOMESTAKE Mineral
Tenure
Primary 37TR7
CASSIAR
Active 20.902 4004/5 SKEENA CROWN
3978 HOMESTAKE
NO.
3
Mineral
Tenure
Primary 37TR7
CASSIAR
Active 13.962 4007/3 SKEENA CROWN
3977 HOMESTAKE
NO.
2
Mineral
Tenure
Primary 37TR7
CASSIAR
Active 15.042 4006/5 SKEENA CROWN
3976 HOMESTAKE
NO.
1
Mineral
Tenure
Primary 37TR7
CASSIAR
Active 20.283 4005/5 SKEENA CROWN
3980 HOMESTAKE
NO.
1
Mineral
Tenure
Primary 37TR7
CASSIAR
Active 4.702 5622/5 SKEENA CROWN
3979 HOMESTAKE Mineral
Tenure
Primary 37TR7
CASSIAR
Active 0.919 5621/5 SKEENA CROWN
6322 MILLSITE Land
Act
Primary 1TR8
CASSIAR
Active 20.902 8826/8 SKEENA CROWN
Total
Crown
7 Total
Area
96.712

Source: Fury, 2019

{43}------------------------------------------------

Royalties and Encumbrances

Homestake earned a 100 percent interest in 14 Homestake Ridge mineral claims through its option with Teck Cominco Limited, now Teck Resources (Teck). Teck failed to exercise its back-in rights in 2008 but retained a 2 percent net smelter return (NSR) royalty, 1 percent of which could be purchased at a future date for \$1.0 million. On May 16, 2016, Homestake announced that it had closed an agreement with Teck to purchase the 2 percent royalty and ancillary rights for \$100,000, effectively extinguishing this royalty. The Coombes Claims (including Cambria 1, Cambria 2, KW1, KW2, KW3, KW4, KW5, WK1, WK3, WK4, WK6 and WK7) were subject to a 2 percent NSR royalty by virtue of an option agreement dated July 5, 2000. The royalty included a purchase right in favour of Homestake for \$1,000,000, In September 2021 Fury purchased the 2 percent NSR on the Coombs mineral claims for \$400,000 payable 25% in cash and 75% in common shares, effectively extinguishing the royalty. The Crown grants (including DL 3975, DL 3976, DL 3977, DL 3978, DL 3979, DL 3980, and DL 6322) are subject to a 2 percent NSR royalty which includes an annual advanced minimum royalty of \$50,000 in favour of Alice Sullivan and Mildred Keller.

Permitting Considerations

The Homestake Ridge Project has an active Mineral and Coal Activities and Reclamation Permit (Permit No. MX-1-603) that includes the following approved work:

  • Camp with 1.0 ha of disturbance
  • Geophysical surveys of 50 line km
  • Surface drilling at 500 drill sites
  • 6 helipads and
  • 2 km of exploration trails.

The above permit is secured with a \$68,000 reclamation bond and all work must be complete by March 23, 2023 or an amendment for extension submitted.

The Company has also been granted a Free Use Permit (No. MX-1-603:2018-2023) for the harvesting of Crown timber on the Crown granted lands.

Environmental Considerations

The Homestake Ridge Project is a greenfield site with no known pre-existing development or environmental liabilities.

Social License Considerations

Dolly Varden does not have any Community or Social Agreements in place.

Risks

The authors of the Homestake Ridge Project Report are not aware of any significant factors or risks that may affect access to the project site, or the right and ability to perform work on the property.

History

Prior History

Claims were first staked at the Homestake group between 1914 and 1917 and, in 1918, the claims were bonded to the Mineral Claims Development Company (MCDC). MCDC was reorganized into the Homestake Mining and Development Company (Homestake Development) in 1921.

{44}------------------------------------------------

Exploration History

The Homestake Ridge Project comprises two areas of historic exploration. The Homestake and the Vanguard groups have been tested by past explorers starting in the early 1900s after the discoveries at Anyox and in the Stewart region. Claims were first staked at the Homestake group between 1914 and 1917 and, in 1918, the claims were bonded to the MCDC. MCDC was reorganized into Homestake Development in 1921. Limited surface and underground work was done on the property. In 1925, the claims were given "Crown Grant" status. In 1926,

Homestake Development and three other groups bonded to the interests of C. Spencer. The option was abandoned, with no further work being done on the property (Knight and Macdonald, 2010). Arm staked the area and conducted surface trenching, limited underground work and drilled seven holes to an aggregate depth of 58.2 m, on the Lucky Strike and Cascade claims which comprise part of the Homestake group (Knight and Macdonald, 2010).

In 1966, Canex Aerial Exploration Ltd. (Canex) undertook a program of prospecting, geochemical sampling, electromagnetic (EM) surveying, and chip sampling in the Vanguard area. In 1967, Amax Exploration conducted and extended examination of the Vanguard group but did not return (Folk and Makepeace, 2007).

In 1979, Newmont Exploration of Canada Ltd. (Newmont) optioned part the property, known as the Wilberforce group, from Collison's widow, Ruby Collison. The Wilberforce group excluded the original Homestake and Vanguard claims. Newmont explored for near surface, massive sulphides conducting magnetometer and Max-Min geophysical surveys, geological mapping, and trenching. A total of 595 soil samples and 82 rock samples were assayed. Newmont terminated the option in late 1980 (Folk and Makepeace, 2007).

Caulfield Resources Ltd. explored over the Vanguard group in 1981 taking 102 soil samples and conducting 5.25 line km of ground magnetic surveys, but no subsequent work was done (Folk and Makepeace, 2007).

Homeridge Resources Ltd. optioned the property from Ruby Collison in 1984, but no work was done (Bryson, 2007). The claims were allowed to lapse in 1986, were re-staked and optioned to Cambria Resources Ltd. (Cambria), which completed geological mapping, lithogeochemical sampling, trenching, and 4.3 line km of IP and resistivity surveying. Weather deferred drilling for that year and the ground was eventually optioned to Noranda Exploration Company Limited (Noranda) (Folk and Makepeace, 2007).

Between 1989 and 1991, Noranda consolidated ground by optioning more area including the Cambria (formerly Collison), Homestake, and Vanguard claims. A 44.3 km grid was cut along which magnetometer and IP surveys were performed in addition to geological mapping. A total of 1,930 rock samples and 1,943 silt and soil samples were taken. Twelve diamond drill holes were cored (diameter unknown) for an aggregate depth of 1,450.05 m (Folk and Makepeace, 2007).

Teck acquired the current Homestake Ridge Project in 2000 via option agreements and staking. From 2000 to 2002, Teck conducted geochemical and geological surveys, trenching, and diamond drilling, exploring for volcanogenic massive sulphide (VMS) deposits. A total of 21 NQ (47.6 mm dia.) holes were drilled to an aggregate depth of 4,374.6 m yielding 618 core samples. In addition, 778 rock samples were analyzed by Inductively Coupled Plasma (ICP) multi-element geochemistry plus Au and another 31 samples were subjected to "whole rock" X-Ray Fluorescence (XRF) analysis (Folk and Makepeace, 2007).

From 2010 to 2012, Homestake completed additional surface exploration including further mapping, soil and rock sampling and 13.54 line km of IP geophysical surveys, and diamond drilling.

In 2011 a new discovery was made 800 m to the southwest of, and parallel to, the previously discovered Main Homestake and Homestake Silver deposits. This area, known as the South Reef target was tested by three holes with all three intersecting +30 g/t gold mineralization.

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During 2012, Homestake completed two phases of drilling focussed on the delineation and extension of the South Reef target. The second phase of drilling was funded by Agnico Eagle Mines Limited (Agnico Eagle) as part of an option agreement (see below). The 2012 drilling was successful in identifying an approximate 250 m strike by 250 m down dip before ending in, or being offset by, a major fault structure. Mineralization is open along strike to the northwest. Other targets on the property remain to be explored.

Agnico Eagle optioned the property from Homestake in 2012. In 2013, Agnico Eagle completed an exploration program consisting of geological mapping, soil sampling (785 samples), approximately 21 line km of ground geophysical surveying including IP/resistivity and magnetics and a 10-hole drilling program totalling 3,947.24 m. The drilling was meant to test various exploration targets outside of the Homestake Main and Homestake Silver deposits (Swanton et al., 2013). In 2014, Agnico Eagle completed a limited amount of prospecting, reconnaissance geological mapping and rock sampling (57 samples) as well as a 6-hole drilling program totalling 2,578 m designed to test the Slide Zone. The drilling suggested that the Slide Zone is concordant with the Homestake Main and Homestake Silver Zones and trends north northwesterly and dips steeply to the northeast.

There has been no historic production at the Homestake Ridge Project.

Regional Geology

The Homestake Ridge Project is located within a lobe of Upper Triassic to Middle Jurassic strata exposed along the western edge of the Bowser Basin within the Stikinia Terrane of the Intermontane Belt. Stikinia formed in the Pacific Ocean during Carboniferous to Early Jurassic (320 Ma to 190 Ma) and collided with North America during the Middle Jurassic (Folk and Makepeace, 2007).

The Homestake Ridge Project occurs within the metallogenic region known as the Stewart Complex (Grove 1986, Aldrick, 1993). Described as the contact of the eastern Coast Plutonic Complex with the west- central margin of the successor Bowser Basin, the Stewart Complex ranges from Middle Triassic to Quaternary in age and is comprised of sedimentary, volcanic, and metamorphic rocks (Grove, 1986). The Stewart Complex is one of the largest volcanic arc terranes in the Canadian Cordilleran. It forms a northwesttrending belt extending from the Iskut River in the north and Alice Arm in the south. The Coast Plutonic Complex forms the western boundary of the prospective stratigraphy; continental derived sediments of the Bowser Lake Group form the eastern border. The Stewart Complex is host to more than 200 mineral occurrences including the historic gold mines Eskay Creek, Silbak-Premier and SNIP, as well as the Granduc, Anyox, and Dolly Varden- Torbrit base-metal and silver mines. The dominant mineral occurrences are precious metal vein type, with related skarn, porphyry, and massive sulphide occurrences (Knight and Macdonald, 2010).

Stikinia, which contains both the Stewart Complex and the Homestake Ridge Project, is comprised of at least four Paleozoic to Cenozoic tectonostratigraphic packages (Kasper and Metcalfe, 2004) including: Paleozoic Stikine Assemblage consisting of quartz-rich rocks, carbonate slope deposits, and minor mafic to felsic volcanic rocks; Early Mesozoic volcanic and inter-arc and back-arc basin sedimentary rocks; Middle to Upper Jurassic Bowser Basin turbiditic sedimentary rocks; and Tertiary post-kinematic granitoid intrusions of the Coast Plutonic Complex.

Local Geology

The Stuhini Group rocks are found in the cores of anticlines and represent the oldest known rocks in the area. These rocks are composed of a thick sequence of volcanic and sedimentary rocks of Upper Triassic (Norian) age, interpreted as the products of a volcanic arc. The volcanic Stuhini Group rocks are generally pyroxene-bearing, a contrast to the well-defined early crystallized hornblende phenocrysts commonly found in the Lower Jurassic Hazelton Group volcanic rocks. Kasper and Metcalfe noted that the re-evaluation of bedrock mapping in the Homestake Ridge area in 2002 resulted in the assignation of some lithologies on the property to the Stuhini Group.

The Hazelton Group overlies the Stuhini Group. The Lower Jurassic Hazelton Group is represented by a lower unit comprising massive, hornblende+feldspar-phyric andesitic to latitic ignimbrites, flows, and

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associated volcanic sedimentary rocks. Overlying these intermediate volcanic rocks is the Lower-Middle Jurassic Eskay Creek stratigraphy composed of marine felsic volcanic rocks and associated epiclastic sedimentary rocks and fossiliferous clastic sedimentary rocks. Kasper and Metcalfe noted that rocks of similar lithology and stratigraphic relationship have been identified in the Homestake Ridge area.

The dominant local intrusive rocks are of Cretaceous to Eocene age associated with the Coast Plutonic Complex. However, intrusive rocks identified in the Homestake Ridge area are hornblende+feldspar phyric and resemble Early Jurassic Texas Creek Suite rocks, which are related to important mineralization elsewhere in the Stewart Complex.

Important local deposits include the Dolly Varden-Torbrit Silver camp located ten kilometres south of the Homestake Ridge Project, which produced 19.9 million oz Ag and 11 million lb Pb, and various properties in the Stewart area such as Red Mountain, Granduc, Silbak- Premier, and Brucejack Lake. Some of the mineralization at the Homestake Ridge Project is thought to be similar in age and genesis to the VMS deposit at Eskay Creek, located about 115 km to the north- northwest.

Property Geology

The Homestake Ridge project property covers the transition between the sedimentary and volcanic rocks of the Upper Triassic to Lower Jurassic Stuhini Group, a complex sequence of Lower to Middle Jurassic sedimentary, volcanic, and intrusive rocks of the Hazelton Group and sedimentary rocks of the Upper to Middle Jurassic Bowser Lake Group. The Hazelton Group rocks on the Homestake property mark a transition from a high-energy volcanic dominated lower stratigraphy through a hiatus and into a fining sequence of volcanic tuffs and sediments punctuated by bi-modal mafic and felsic volcanism and finally into fine clastic sedimentation of the Salmon River Formation (Upper Hazelton Stratigraphy) and the Bowser Lake Group (Evans and Lehtinen, 2001). This sequence hosts many sulphide occurrences and extensive areas of alteration on the property which are associated with the Lower to Middle Jurassic stratigraphy.

Interpretation of the geophysical data paired with field mapping define the boundaries and internal stratigraphy of 4 northwest-trending domains numbered from SW to NE.

Domain 1 comprises Triassic sedimentary and volcaniclastic Stuhini Group rocks, underlie the southwest portion of the property. Intruded and silicified by sills and dikes of rhyolite/porphyritic monzonite. Possess a low relative magnetic signature. A second unit of relatively low magnetic signature which occupies the footwall of the Vanguard fault and a second fault panel in Domain 1 are pervasively altered Early Jurassic andesitic volcanic and volcaniclastic Hazelton Group rocks (V2UN) these are intruded along strike by similar sills and plugs of hornblende monzonite.

Early Jurassic Hazelton Group Betty Creek andesite, dacite and Brucejack Lake member (192 Ma) rhyolite/monzonite, comprise Domain 2. The western margin of Domain 2 is overthrust by the Triassic/Jurassic package of Domain 1 and is unconformably overlain by Middle Jurassic Salmon River sediments northwest of the Vanguard showing.

Early to earliest Mid-Jurassic Hazelton Group volcanic and volcaniclastic rocks of Betty Creek and Salmon River Bruce Glacier member (~174 Ma) comprise the central Domain 3, a northwest- trending package of varied- and strong magnetic signatures which locally depict south trending fabrics related to south-plunging folds and faults and younger southeasterly trending thrusting. The Lower Hazelton rocks comprise finegrained to feldspar-hornblende phyric volcanic and volcaniclastic rocks of andesite to latite/trachyte composition and may include some phases of hypabyssal monzonite.

Porphyritic monzonite dykes and hypabyssal domes intrude the Stuhini sediments and are believed to be coeval with the Lower Hazelton volcanic rocks. Greig et al. (1994) has related the Lower Hazelton Group feldspar-hornblende porphyry volcanic package to the Goldslide Intrusions at Red Mountain.

Thin, locally discontinuous units of matrix supported, feldspar-phyric volcanic breccias and heterolithic debris flow with tuffaceous and mudstone to sandstone interbeds cap the lower volcanic stratigraphy and are in turn unconformably overlain by maroon to green andesitic and dacitic volcaniclastic rocks and tuffs

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which form much of the central part of the Homestake Ridge Project. These polylithic andesitic and dacitic pyroclastic to epiclastic rocks contain discrete mafic flows, tuffaceous beds, and debris flows. This andesitic volcanic package has been equated to the Betty Creek Formation (Evans and Macdonald, 2003).

The southwestern bounding structure to domain 3 is a southwest-verging thrust fault that occupies the north side of the Homestake glacier with hornblende monzonite (I2F) either in the immediate hanging wall or footwall of the fault.

Middle Jurassic Salmon River/Quock Formation and overlying Bowser Lake Group sedimentary rocks comprise Domain 4, covering the northeastern portion of the Homestake Ridge Project property. Pyritic horizons within the Salmon River Formation define strong chargeability anomalies which parallel stratigraphy. These fine grained carbonaceous and sulphidic horizons are economic targets and are prone to localize slip and shear zones. North-northwest and northeast- trending dikes crosscut the Bowser Lake sediments.

The Salmon River sediments form a band of rock which unconformably overlie the volcanic flows and conglomerates of the underlying stratigraphy from the toe of the Kitsault Glacier southeast along the margins of Homestake Creek on the eastern side of the property. A tongue of these sediments infills a basin which formed to the southeast of the Homestake Silver Deposit. The fining-up nature of this unit reflects the general fining up nature of the Salmon River Formation as it progresses into the Bowser basin, and reflects the development of a large-scale basin at the end of Hazelton volcanism (Evans and Lehtinen, 2001).

In the northern part of the property at the headwaters of Homestake Creek, rhyolitic volcanic rocks occur at the base of the Salmon River sediments. Greig et al. (1994) mapped this unit and suggested a correlation with the Mount Dilworth Formation of the Eskay Creek area. The rhyolites are light to dark grey, massive and vary from aphanitic to fine grained feldspar porphyritic banded flows to tuffs and breccias. Pyrite is ubiquitous throughout, occurring either as fine dissemination or infilling fractures and joints. A series of Mafic Dykes with chilled margins and an elevated Niobium signature were encountered intruding the Hazelton Group Rocks in the Homestake Silver Zone. Similar dykes have been mapped at surface intruding the Lower Hazelton Stratigraphy. These dykes are of unknown age.

The eastern part of the property is dominated by grey, interbedded siltstones and sandstones thought to be part of the Middle to Upper Jurassic Bowser Basin Group which conformably overlie the thin bedded graphitic argillites of the Salmon River formation.

Structure on the property largely reflects NE-SW compression that has continued from the Jurassic to present day (Folk and Makepeace, 2007), recent drilling and mapping suggest that the local stratigraphy has undergone several deformation events including uplift and local extension of the Stuhini and lower Hazelton stratigraphy resulting in a marked unconformity between the lower and upper Hazelton rocks.

In general, the structural development is reflected by the magnetic signature of strata in Domain 3 (andesites, +/- pyroxene basalts, rhyolite, dacite). The NW-SE fabric (lithology/folds) results from primarily north-trending folding and thrusting. This fabric is crosscut by North and North-east striking faults and dykes.

These compressional tectonics have resulted in an antiformal (or horsted) block of Triassic and lower Jurassic stratigraphy in the western side of the property and a synformal (graben like) block of middle to upper Jurassic rocks on the eastern side of the property. In the southeastern part of the property, these two regimes are separated by a northwest-striking, westerly dipping structure known as the Vanguard fault. The Vanguard fault is a northwest-trending, ~60o southwest dipping northeast verging structure characterized by up to 50 m of variably sheared QSP altered rock.

Uplift and local extension of the lower stratigraphy may have occurred during the same Early Jurassic compressional event. The earliest period of movement along the Vanguard fault may have occurred at this time.

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Northwest-southeast oriented normal faults occur along the northeastern slopes of Homestake Ridge and locally represent the southwestern wall of the "Hazelton Basin". These faults would have been active from the Early to Middle Jurassic as pyroclastic and volcanic flows of the PC unit infilled the basin. Mineralizing fluids which lead to the deposition of the gold and silver deposits at the Homestake Ridge Project are thought to have been channelled along these faults. Northeast-southwest faults offset the Hazelton Group volcanic and older sedimentary rocks throughout the property. Younger Tertiary extensional faults may have been superimposed on these faults.

Large northeast trending ankerite bearing faults have been mapped and related to Tertiary east- west extension (Evans and Lehtinen, 2001).

Mineralization

The main zones of the Homestake Ridge deposit are the Homestake Main (HM), Homestake Silver (HS), and Silver Reef (SR). The HM is the more copper-rich of the zones, with both gold-rich and silver-rich variants and an apparent trend of increasing copper grade with depth. The Homestake Silver zone is primarily silver with elevated lead values, and South Reef is essentially high-grade gold, with minor copper and lead.

The Homestake deposits are commonly vertically zoned from a base metal poor Au-Ag-rich top to an Agrich base metal zone over a vertical range of 250 m to 350 m. The silver-galena-sphalerite veins of the Homestake Silver Zone exhibit many of these features.

The Homestake Main deposit consists of a series of silica to silica-carbonate-chlorite altered lenses and hydrothermal breccias, which have a northwest strike and dip moderately northeast at slightly steeper than the topographic dip-slope. Gold and silver mineralization occurs with pyrite, chalcopyrite, and lesser galena and sphalerite in stronger areas of silica alteration or hydrothermal brecciation within zones of sericite-pyrite altered feldspar-hornblende phyric volcanic rocks. Only along the southwestern flank of the Homestake Main deposit does lower grade gold mineralization penetrate up into the overlying package of basinal filling volcano-sedimentary and andesitic rocks which comprise the "hanging wall" sequence. Native gold along with pyrargyrite and acanthite have been observed hosted within quartz veins and quartz-carbonate hydrothermal breccias in drill core. Grades for gold typically range from 0.1 g/t Au to 2 g/t Au with some intercepts measuring into the hundreds of grams per tonne and averaged at 7.75 g/t Au. Silver grades are generally in the 1.0 g/t Ag to 100 g/t Ag range but can be as high as hundreds and even thousands of grams per tonne. The average silver grade in the HM is 68.6 g/t Ag. Copper grades vary from parts per million to several percent, with mean grades observed to increase significantly with depth.

Located 300 m to the southeast of the Homestake Main zone, the Homestake Silver deposit is comprised of a series of northwest trending, vertically to sub-vertically dipping hydrothermal breccias. Mineralization occurs as galena, sphalerite and silver in contrast to the gold enriched chalcopyrite seen the Homestake Main deposit. Modelling indicates that the Homestake Silver deposit can be traced over 700 m strike and 550 m down dip. Silver grades at Homestake Silver average 154 g/t Ag, approximately double that of the HM (68.6 g/t Ag) and 26 times that of SR (5.8 g/t Ag). Gold grades at Homestake Silver typically range up to several g/t Au and averaged 3.5 g/t Au in the samples contained within the interpreted zone boundaries. Copper content is comparatively low, however, geochemically significant, and generally measures between 10 ppm Cu and 500 ppm Cu. There are elevated levels of lead and zinc, typically measuring in the 10 ppm to 1,000 ppm range, with some intercepts assaying as high as several percent lead and/or zinc. The lead and zinc grades at Homestake Silver are not expected to be consistently high to contribute significantly to the Homestake Ridge Project economics, although lead grades were estimated in the block model to facilitate metallurgical classification.

The South Reef deposit is located approximately 800 m to the south-southwest of the Homestake Silver deposit. Gold mineralization is variably associated with strong quartz-chlorite alteration, pyrite and minor base metal sulphides interspersed with intervals of sericite and pyrite alteration in two en-echelon, northwest-trending sub-vertical mineral zones that can be traced with drilling for over 250 m strike-length and 250 m dip. Several base-metal enriched intercepts are identified up-section from the gold-enriched

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zone but have yet to be fully defined by drilling. Silver grades at South Reef average 5.8 g/t Ag in the vein samples. This is offset by high gold values, which average 5.9 g/t Au.

All three zones have elevated arsenic and antimony contents, typically averaging in the tens to low hundreds of parts per million.

Furthermore, located approximately 2.5 km southeast of the Homestake Zone, the Vanguard is an 1,800 m long, 150 m wide structural zone hosted in various pyroclastic and volcanic rocks. Most showings are located within a northwest striking, sub-vertically dipping zone containing diffuse sulphide veins, stockworks, sulphide breccia zones, and calcite-barite veins related to pervasive chlorite alteration. Goldenriched mineralization occurs in the northern part of this belt and adjacent to and up- section from the South Reef gold zone. To the south, the mineralization is characterized by high grade copper with gold and silver (Folk and Makepeace, 2007).

Located in a large area southwest of the Homestake Zone, the Sericite Zone comprises over 50 mineral occurrences hosted within pervasively sericite-pyrite altered FHP intrusives and volcanic rocks. Gold is found in quartz-calcite-barite veins up to six metres wide with pyrite+chalcopyrite+galena+sphalerite mineralization. Geochemical surveys show an anomalous north-south trend along the volcanic-FHP contact (Folk and Makepeace, 2007).

Historic zones named Cascade Falls, Lucky Strike, Silver Crown, and Camp Zone are collectively known as Dilly and Dilly West and occur southwest of the Homestake zones. The zones are hosted by silicified mudstones and siltstones overlying rhyolites. Mineralization consists of syngenetic sulphide bands anomalous in Au, Ag, As, Bi, Pb, Zn, Hg, and Sb. The zones are stratiform and display a linear trend with strike lengths of 1,500 m for the Dilly Zone and 600 m for the Dilly West Zone. The underlying rhyolite is cross-cut by veins with similar mineralization to the sulphide bands and these veins are interpreted to be "feeders". Stratigraphically above the sediments is a thin, silicified and mineralized rhyolite pyroclastic. Silica decrease on the north end of the Dilly Zone, and base metals and barite occur within the sediments. Also present is semi-massive to massive arsenopyrite within sulphide stockwork and FHP sills (Folk and Makepeace, 2007).

The North Homestake Zone is described as a large sericite-pyrite-silica altered felsic dome approximately 3.2 km north of the Homestake Silver deposit and occupies a 125 ha area. The geology is massive feldsparphyric, fine grained felsic volcanic rock of dacite to latite composition that occurs in the upper part of the volcano-sedimentary stratigraphy. Sheeted northeast trending pyritic fractures occur in the strongly silicified southern and western margins. These fractures are strongly anomalous in pathfinder elements such as As, Sb, and Hg.

The KNHSR1 target lies directly south of the Dolly Varden silver deposit. Historic sampling from the Silver King Min File occurrence has returned up to 34.28 g/t Au and 576 g/t Ag as well as 2.9 percent lead. Work by Fury at the KNHSR1 target confirmed the presence of significant base and precious metal mineralization with peak assays of 1.35 g/t Au, 62.1 g/t Ag, 1.66 percent Cu and 20.3 percent Zn from boulders and outcrop at the Silver King occurrence. The Versatile Time Domain Electromagnetic ("VTEM") airborne geophysical survey highlighted a major NW-SE trending structure that coincided with the anomalous drainage basin identified in 2018. Follow up of the magnetics and stream sediment anomaly with soils and rock sampling identified a coherent gold + silver soil anomaly centered around the Silver King occurrence.

The Kombi target lies along a north – south oriented shear zone evidenced from field mapping of silicified shears as well as linear breaks in the magnetics picture. Stream sediment samples collected from the area returned up to 910 ppb Au as well as anomalous silver, lead and copper. Recent work by Fury at Kombi has resulted in soil sampling up to 1.050 g/t Au paired with rock samples from quartz carbonate veining returning 6.3 g/t Au and 1.37 g/t Ag. The 2019 interpretation of historic airborne geophysics in the area outlined a NW trending block of fault bounded volcanics associated with the highly anomalous geochemical results.

The Bria target includes the Banded Mountain Min File occurrence and represents a potential Eocene Porphyry target. Stream sediment sampling in the target area has returned anomalous silver, lead, zinc and

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copper. Rock samples from the area have returned up to 11.05 g/t Au and 448 g/t Ag all from quartz veins hosted within intrusive rocks. The 2019 VTEM survey over Bria highlighted a 3,000 x 500 m steeply dipping intrusive body within sedimentary rocks.

Deposit Types

The Homestake Ridge Project lies within the highly prolific Iskut-Stewart-Kitsault Belt that is host to several precious and base metal mineral deposits. Homestake Ridge has over 80 mineral occurrences on the Homestake Ridge Project property related in the emplacement of intrusive stocks and felsic domes into the volcanic- sedimentary host rocks.

Diverse mineralization styles on the property include stratabound sulphide zones, stratabound silica-rich zones, sulphide veins, and disseminated or stockwork sulphides. Mineralization is related to Early Jurassic feldspar-hornblende-phyric sub-volcanic intrusions and felsic volcanism and commonly occurs with zones of pyrite-sericite alteration. A later, less significant, mineralizing event occurred in the Tertiary and is characterized by ankerite-calcitepyrite veins. Numerous models can be proposed for the area and local deposits present a broad range of characteristics.

Mineralization displays characteristics of both epithermal gold and VMS deposition. Stratabound and vein (or replacement) mineralization is present that contains values in Ag, As, Au, Cu, Hg, Pb, Sb and Zn (Folk and Makepeace, 2007). The property geology is considered to be favourable for the discovery of "Subaqueous Hot Spring Au-Ag" or "Low Sulphidation Epithermal Au-Ag" type deposits.

The "Subaqueous Hot Spring Au-Ag" deposits, of which Eskay Creek is an example, are formed by "hot spring" fluids venting into a shallow water environment. These deposits may contain large, textureless massive sulphide pods, finely laminated, stratiform sulphide layers and lenses, reworked clastic sulphide sedimentary beds, and epithermal style vuggy breccia veins with coarse sulphides and chalcedonic silica. As such, they share characteristics of both VMS and epithermal deposits.

"Low Sulphidation Epithermal Au-Ag" deposits, of which Silbak-Premier is an example, are typically emplaced within a restricted stratigraphic interval with one kilometre of the paleosurface. Mineralization near surface takes place in hot spring systems with deeper, underlying hydrothermal conduits. Typically, mineralized zones are localized in structures but may occur in permeable lithologies. Veins may exhibit open-space filling, symmetrical and other layering, crustification, comb structure, colloform banding, and multiple brecciations.

Deposits are commonly vertically zoned from a base metal poor Au-Ag-rich top to an Ag-rich base metal zone over a vertical range of 250 m to 350 m. The silver-galena-sphalerite veins of the Homestake Silver Zone exhibit many of these features.

Exploration

Since acquiring the Homestake Ridge Project in late 2016 Fury has completed extensive exploration across the property to advance additional targets to the drill ready stage. This work has included geological mapping, rock and soil geochemical sampling, portable X-Ray fluorescence and shortwave infrared surveys, geophysical (IP) surveying, the re-logging of historical drill core, geochronological studies and airborne VTEM geophysical surveys along with reprocessing of historic geophysical survey data.

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Rock Sampling

A total of 274 rock samples (channel, chip and grab) were collected from the central Homestake claim block during the 2017 and 2019 programs. A large proportion of the 2017 rock samples collected were located along ridges with gossanous outcrop, targeting a potential northern extension of the Homestake Main deposit. Additional samples were collected around historic mineral occurrences near the Homestake Main and South Reef Zones. The majority of the 2019 rock samples were collected in a grid fashion at the Kombi target where recent recession of glaciers exposed large tracts of rock without soil developed or deposited on top.

Rock Sampling Methodology

Rock samples were generally selected based on favorable lithology and mineralization. Samples were collected using a hammer and placed in a poly ore bag with the sample number written on both sides in permanent marker. A sample tag marked with the unique sample number was placed inside each sample bag and sealed with a cable tie. The geological information and location were entered into an ArcGIS based application via Apple iPad devices.

All the rock sample bags are packaged in double bagged 20" x 40" polywoven rice bags (for added protection), labelled with the laboratory address, shipment number, bag number and shipper details. Prior to sealing the rice bags, a sample submittal form is be placed within the first bag of the sample shipment. The rice bags are sealed with security tags, which are scanned for the corresponding bag. Completed sample shipments were slung with the helicopter to the staging area where Rugged Edge Holdings Ltd. (expeditor) picked up, transported the samples to their warehouse in Smithers, BC and then arranged for ground transportation via Bandstra Transportation Systems Ltd. to the ALS Global Laboratory in Vancouver, BC.

Rock Sampling Results

Highly anomalous results in gold, silver and base metals were returned from all areas of the property. Notably from Kombi, a sample of quartz veined rhyolite with trace pyrite returned 0.22 g/t Au with 4.11 g/t Ag. From the Bria target area a sample collected from a quartz carbonate vein returned 6.3 g/t Au with 1.37 g/t Ag. Sampling at the KNHSR target returned up to 1.35 g/t Au, 62.1 g/t Ag, 1.66% Cu and 20.3% Zn from a sulphide bearing quartz carbonate vein.

Soil Sampling

During 2017 and 2019 exploration programs a total of 1,032 Ah horizon and 2,997 B-C-Talus soil samples were collected from the Homestake Ridge Project. Soil sampling was completed in order to expand upon historic soil coverage as well as to ensure a consistent medium was sampled for levelling purposes. Homestake mineralization trends to the southeast and projects to an area covered by younger Salmon River sediments. It is postulated that the block of sediments are preserved due to a down-drop block within a graben. The sediments are estimated to be 50 to 100 m thick and it is anticipated that the same structures that control HS Silver mineralization form the boundaries of the graben. To detect mineralization below the Salmon River sediments, an ultra trace geochemical analysis method was used on samples collected from the Ah organic soil horizon.

2017 Ah Horizon Soil Sampling Methodology

Once the sample location is identified, a sample envelope is labeled with the sample number corresponding to a tag in the sample book, the sample tag bar code is scanned with the Fulcrum to record the sample ID and then the tag is placed in the bag. Clean sampling tools (spade and shovel) were used to dig a 30 cm wide hole, deep enough to expose the soil profile to make it easier to identify the Ah horizon. If there is a thin layer of Ah, it may be required to sample from multiple holes at the same station.

A cut is made at the top and bottom of the horizon for removal and all coarse material and vegetation are removed from the sample. Sample material, weighing at least 200 grams, is poured into the labeled

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envelope ensuring the envelope is completely full, as the Ah layer is roughly 70% water and will shrink dramatically when it is dried. The sample bag is then sealed with flagging tape. Photographs are taken of the sample, soil horizon, sampling station and the surrounding area and all data entered into Fulcrum. Before moving to the next sample location, the sampling equipment is cleaned by scraping off any remaining dirt from the shovels by using a hard surface or the surrounding vegetation to mitigate cross contamination between sampling stations. When the Fulcrum indicates a sample to be taken in duplicate (every 20th sample), another sample with the same characteristics of the original sample is collected at the same point.

2017 Talus Fines Sampling Methodology

A starting point is identified and from there a 10 m interval is measured across the scree slope using a rope chain. A GPS coordinate is taken at the midpoint of the sample and the sample tag bar code is scanned using the Fulcrum application. The sampling tools are cleaned using sampling point, or surrounding, material. Using a Geotool, a small trench is dug along the 10 m sample section until the clay-rich horizon is exposed. The sampling equipment is cleaned using the exposed material.

A 21" x 36" polyethylene ("poly") bag is inserted into a 5 gallon pail with a 4-mesh sieve over the bag. Using a trowel, a representative amount of the clay-rich horizon is scooped and put through the sieve to reduce the fraction, until a minimum 1 kg sample is collected. The bag is labelled with the sample ID and the matching sample tag is inserted into the bag, then the bag is tied closed with flagging tape. The sample description is recorded in the Fulcrum application and a photograph is taken of the sample and sample station. Once the record is saved the sampler moves onto the next sample point. Once the sampler is done for the day and returns to camp, the samples that they have collected are dried then screened using a 30 mesh sieve.

B-Horizon Soil Sampling Methodology

After the sample station is identified using a handheld GPS or the Fulcrum application, a 30 to 50 cm wide test pit is dug with a shovel. If the first attempt is unsuccessful to acquire an adequate B-horizon soil sample, additional test pits are dug within a 5 m radius. A 'fist-sized' (300 to 400 g) sample is collected using trowels; one to scrape the pit wall and a second to catch the sample. If a B-horizon does not exist, any Fe-rich oxidized material below the organics horizon is collected. The sample is sieved into a kraft bag using a 4 mesh screen to remove larger rock clasts and organic material. The kraft bag is labelled with the sample code, the top is folded down, and tied closed using flagging tape. Sample descriptions and other entries are entered in the Fulcrum application. A photo of the sample and sample pit is taken. The shovel and trowel are cleaned, and the sampler can move to the next location.

Soil Sample Results

Anomalous Ah horizon soil samples suggest a northwestern extension to the Homestake Silver Mineralized Zone. Additionally, anomalous Ah horizon soil samples correlate well with the South Reef mineralized zone and suggest a southeastern extension. Anomalous talus fines samples suggest a northwestern extension to the South Reef main zone, which coincides with the northwest direction of plunging high-grade mineralization that remains undrilled demonstrating the highly prospective nature of this corridor.

B-C Soil sampling at regional targets, Bria, Kombi and KNHSR1 returned highly anomalous values in precious and base metals which require additional follow up work. B-C soil samples at Bria and KNHSR target areas returned peak values of 1.05 and 0.283 ppm Au respectively. At KNHSR a coincident silver anomaly occurs with the gold anomaly with a peak value of 13.8 ppm Ag. Anomalous silver values were also returned from the southern portion of the Kombi soil grid with a peak value of 5.7 ppm Ag. Spotty arsenic and molybdenum anomalies are present at all three target areas.

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Induced Polarization Survey

During 2017, 17.5 line km of Induced Polarization (IP) ground geophysical surveying was completed using a pole-dipole array with 50 m dipole spacing. The 2017 survey data was combined with the 2013 IP data and depth slices from both the resistivity and chargeability were used to create 3D inversion models. The 3D inversions were used in conjunction with drill hole logging to reinterpret the geological setting of the Homestake property and confirmed the apparent extensional regime and graben geometry.

Re-log of Historic Drill Core

The relog program was designed to evaluate criteria not previously captured as part of historic logging including identifying fluid flow characteristics, mineralization, and fluid chemistry evaluation through short wave infrared analysis. This data was then used to refine the geological model of Homestake Main, Homestake Silver, the Slide Zone and South Reef. The relog was very effective at identifying the variables which correspond to mineralization. These included texturally destructive strong silicification, high sulphide content, hematite and hydrothermal chlorite, multiphase and single-phase hydrothermal breccia, high crystallinity (both kaolinite and sericite), high wavelength white mica minerals >2,208 nm, and Mg rich chlorite.

Geochronological Study

Five (5) geochronology samples were collected to help constrain the crystallization age of intrusions and establish the age of a rhyolite tuff (Hazelton or Salmon River) using Uranium- Lead (U-Pb) Laser ablation techniques. Galena Pb-isotopes were used to establish ages for mineralization within mineralized veins. Ar-Ar step-heating techniques were utilized to establish the cooling age of the intrusions.

Airborne Geophysics

A VTEM and Magnetics survey was flown by Geotech Ltd. over two blocks of the Homestake Property to augment the historic airborne geophysical data. The survey comprised 574 line kilometres covering the Bravo N1-N7 (Area 1) and KNHSR. (Area 2) claims. Computational Geosciences Inc. was contracted to complete interpretations and inversions of both the new survey data and the historic data. The property scale magnetics picture highlights several regional structures trending both NNE and NNW. The NNW trending structures are interpreted to be the basin bounding faults which parallel large-scale regional faulting. Conductive features identified from the electromagnetics data have helped to refine the geometry of several intrusive bodies throughout the Homestake Ridge Project property.

Drilling

Historical Drilling

Historical drilling at the Homestake Ridge Project is summarized in the below table.

Historical Drilling

Years Company Zones
Drilled
Number of
Holes
Drilled
Metres
Drilled
1964-1979 Dwight
Collison
Lucky
Strike
(Homestake)
7 58.2
1989-1991 Noranda
Exploration
Homestake
&
Vanguard
12 1,450.05
2000 Teck Cominco All
Zones
21 4,374.6
2003-2012 Bravo Ventures
(Homestake
Resource)
All
Zones
252 71,026
2013-2014 Agnico
Eagle
Exploration
&
Slide
Zone
16 6,525

Source: Fury, 2020

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Logging protocols have remained generally consistent through all of Homestake's programs. The holes were quick-logged by a geologist. The quick logs included a brief description of lithology, alteration and mineralogy, as well as a description of any significant structural characteristics. The core was photographed and stored pending more detailed logging.

Detailed core logging included description of lithology, mineralization, type and intensity of alteration, vein mineralogy and component percentage, breccia intensity, fracture intensity and structural components such as faults, fractures, contacts, bedding, cleavage (primary and secondary) and veining, measured relative to the core axis. Geotechnical logging includes recovery, rock quality designation (RQD) and, occasionally, specific gravity. Petrographic studies were done in 2006, 2007, and 2008 and encompassed 53 specimens of drill core from various locations of interest.

Generally, core recovery was observed to be very good, and in the Qualified Person's opinion there are no drilling, sampling or recovery factors that could materially impact the accuracy and reliability of the results.

Fury Drilling

During 2017, Fury completed a total of 37 drill holes totaling 14,850 m targeting large stepouts along the Homestake Main Zone (HM) and Homestake Silver Zone (HS) structures. An additional six drill holes totalling 2,482 m were completed in 2018 on the South Reef Zone (SR) target.

Drilling was contracted to Cyr Drilling International Ltd. (Cyr) from Winnipeg, MB. Cyr used helicopter portable A-5 hydraulic drills manufactured by Zinex Mining Corp. to produce NQ2 (50.6 mm diameter) core. The drills were moved between drill sites and supported by an Astar 350 B-3 helicopter provided by Tseax Aviation from Terrace, BC.

Core recovery for the Fury drillholes was generally very good to excellent, allowing for representative samples to be taken and accurate analyses to be performed. All holes were continuously sawn and sampled in two metre samples regardless of geological contacts.

Drill Core Sample Methodology

The first stage of the sampling procedure is completed by the loggers, who mark the sample on the core with a red china marker, paying particular attention to marking a saw line on the core sothat the sawing will not be biased. The logger ensures the saw line is cut along the length of the core consistently so that the same half always goes into sample bags and the other half stays in the box and by adding hash marks to the top half of the core. Quality Control and Quality Assurance ("QA/QC") samples were introduced into the sample stream at a rate of 1 in 20 for both blank samples and Certified Reference Material ("CRM") samples. The sample is prepared by selecting the correct standard or blank and placing it into the sample bag with the correct sample tag inside the bag and on the outside of the bag. Duplicate samples, in the form of quarter sawn samples, are collected from core at the frequency of 1 sample per 50 samples (in general, 1 or 2 sample duplicates per hole). Two sample tags are stapled to the core box and the interval marked "DUPLICATE" to notify the core cutter that different cutting procedures are to be used to enable a representative sample of core to be retained. Once all core in the hole has been sampled, sample bags are aligned in sequential order and checked for errors and to ensure no samples have been missed. Sample tag books and the data logger are referred to as part of the check process.

The individual core samples are then placed in rice bags, which are sealed using uniquely numbered zip ties and flown to the staging area (on a twice per week basis) where they were immediately transferred to Smithers. From Smithers, the samples were trucked to the ALS Global ("ALS") sample preparation facility in either Terrace or Vancouver, BC.

In Terrace and/or Vancouver, the samples are logged into ALS's sample tracking system, dried and fine crushed to better than 90 percent passing 2 mm. The sample is then split using a riffle splitter and a 250 g portion is pulverized to better than 85 percent passing 75 μm (ALS Sample Preparation Code Prep-33D). The pulverized samples were then forwarded to ALS's analytical facility in Vancouver for analysis. Core recovery is generally very good to excellent, allowing for representative samples to be taken and accurate

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analyses to be performed. Half-core samples, two metres long, were taken along the entire length of each hole. A total of 8,622 split core samples were taken. The Qualified Person did not note any drilling, sampling or recovery factors that could materially impact the accuracy and reliability of the results.

APEX co-author and QP Andrew J. Turner, B.Sc., P.Geol., has reviewed the sampling procedures, analysis, and QA/QC procedures used during the drilling programs completed for the Homestake Ridge Project and deems that they follow industry standards. APEX co-author and QP Andrew J. Turner, B.Sc., P.Geol., accepts the drillhole database used to calculate the MRE reported herein.

Data Verification

Pre-2013 Verification Work

Comprehensive data verification was performed by David W. Rennie, P.Eng, Associate Principal Geologist with RPA (now part of SLR Consulting Ltd), both for the 2010 and 2011 Mineral Resource estimates as outlined in supporting NI 43-101 reports (Rennie et al. 2010, Rennie, 2011). These included checks against original data sources, standard database checks such as from/to errors, and basic visual checks for discrepancies with respect to topography and drill hole deviations. In 2010, 3,055 samples were compared to assay certificates and only one error was found. For the 2011 to 2012 data, Homestake and Rennie conducted further data validation procedures similar in some respects to those carried out for earlier drilling campaigns.

2017 to 2019 Verification Work

Paul Chamois, M.Sc. (A), P.Geo., Principal Geologist with RPA and an independent QP, visited the Homestake Ridge Project from August 26 to 28, 2017. During the visit, Mr. Chamois examined core from the on- going drilling program, confirmed the local geological setting, reviewed the core handling and data collection methodologies, and investigated factors that may affect the Homestake Ridge Project. Due to the advanced nature of the Homestake Ridge Project, no independent samples were taken during the visit.

Mr. Turner is of the opinion that database verification results for the Homestake Ridge Project comply with industry standards and are adequate for the purposes of Mineral Resource estimation.

The complete Homestake Ridge Project drill and sample database is currently maintained in industry standard acQuire GIM software, which incorporates validated log entry and assay certificate imports. RPA QP's reviewed the drill database provided in the Seequent's Leapfrog Geo/EDGE (v5.0.3) (Leapfrog) Mineral Resource project. Overall, the database appears to be well-constructed with appropriate field names. Data from previous owner campaigns are well described. Thirty-three NULL sampleIDs with no grades were explained as unsampled intervals in Fury's surface trenching. Minor work is still required to find and enter 225 drill hole dates and correct older collar positions which differ from topography (e.g., 1989 Noranda holes in the Homestake Ridge Project deposit area re-surveyed by Homestake in 2008 using differential GPS). These holes do not materially affect the Mineral Resource estimate. The QP also recommends adding a "YEAR" field to the collar table to easily query drilling summaries.

2022 Site Inspection – APEX Geoscience Ltd.

Mrs. Rachelle Hough, B.Sc., P.Geo., an APEX co-author of the Homestake Ridge Project Report and QP, conducted a site inspection of the Homestake Ridge Project property on January 20th, 2022 on behalf of Dolly Varden. Mrs. Hough verified the physiography of the property and reviewed selected historical drill core utilized in the mineral resource estimate in section 14 herein. Mrs. Hough, an APEX co-author reviewed mineralized intersections in core holes HR06-27, HR06-50, HR08-99 and HR09-152 from the HR Zone and HR09-165 from the Homestake Silver Zone, and collected six half core check samples for future assaying. The samples will be submitted to ALS Global Laboratory in North Vancouver, BC, Canada for geochemical analysis.

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Current Data Verification Work – APEX Geoscience Ltd.

Dolly Varden provided APEX with original assay certificates, geological logs, and survey files. Under the supervision of APEX co-author and QP Mr. Turner, APEX personal reviewed approximately 10% of the database assay, collar, and surveys. No issues with the drillhole database were identified. APEX co-author and QP Mr. Turner, B.Sc., P.Geol. takes responsibility for the drillhole database and deems that the database used to calculate the mineral resource estimate ("MRE") reported is well validated and suitable for the mineral resource estimation.

There has been no further drilling at the Homestake Ridge Project since the effective date of the MineFill Services, 2020, Technical Report, Updated Mineral Resource Estimate and Preliminary Economic Assessment on the Homestake Ridge Project, Skeena Mining Division, Northwestern British Columbia Prepared for Auryn Resources Inc. (the "Previous Homestake Project Report") in May 2020. The MRE in the Previous Homestake Project Report had an effective date of December 31, 20219 and is referred to in this summary as the "2019 Homestake Project MRE". The majority of the drilling used in the construction of the 2019 Homestake Project MRE was conducted prior to 2017 and in 2017. There has only been six drillholes completed since 2017 (completed in 2018) at the southern end of the project since the QP Mr. Turner visited the project July 7 to August 6, 2017 and again September 5 to 24. 2017.

Mineral Processing and Metallurgical Testing

Dolly Varden has not undertaken any metallurgical testing. The following sections summarize the historical testwork undertaken by previous owner/operators.

Historical Testwork Summary

Historical metallurgical testwork on Homestake Ridge mineralization is fully documented in previous NI43- 101 Homestake Ridge Project Reports.

The historical metallurgical testing included:

  • Gravity concentration for gravity recoverable gold
  • Flotation testing
  • Cyanide testing of whole ore and concentrates
  • Environmental testing
  • Mineralogy.

The reader is directed to the June 28, 2010 RPA Technical Report by Rennie et al, for details on the historic testwork which is not considered relevant to the recovery methods adopted for this study.

Base Metal Laboratories 2016

The process parameters adopted for this study were derived by Base Metal Laboratories in a 2016 test program that focussed on a hybrid of sulphide flotation and cyanide leaching to maximize the recovery of precious metals. Duplicate head cuts were taken from each composite and assayed for Au, Ag, Cu, Pb, Zn, and Fe. The Main composite had a measured head feed of 4.62 g/t Au and 6 g/t Ag and represented the copper dominant part of the Main deposit. The Silver composite had a measured head feed of 7.76 g/t Au and 198 g/t Ag and was much higher in Ag, Pb and Zn than the Main deposit.

For the Main zone, the process consisted of the sequential production of a gravity concentrate, copper concentrate, and gold bearing pyrite concentrate by flotation. The copper cleaner tailings and pyrite concentrate were cyanide leached together to extract gold and silver. For the Silver zone, the process was similar, however, the copper flotation stage was replaced by sequential flotation of lead and zinc concentrates. Tests were also conducted without gravity concentration to measure the effect on metallurgical performance. The primary grinding was conducted in a mild steel rod mill using mild steel grinding charge.

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Gravity concentration was conducted using a Knelson gravity concentrator with a 100 g bowl. The gravity concentrate was then panned to reduce the mass recovery and increase the grade of the gravity concentrate. The Main composite recovered approximately 21 percent of the gold in the feed into a concentrate grading 83 g/t Au. Further upgrading would be required to make the concentrate marketable, which often results in a further drop in recovery. The Silver composite showed more promise, gold in the feed was 28 percent recovered into a gravity concentrate grading approximately 249 g/Au, on average. At these grades and recoveries, the gravity concentrate would have potential for sale.

The pan and Knelson tails were collected together and excess water was decanted for the following flotation stages. Flotation was conducted with a Denver D12 flotation machine. Rougher flotation was conducted in a 4.4 L cell and cleaner flotation was conducted in 2.5 L and 1.5 L flotation cells. Very selective reagent schemes were used in the base metal flotation stage to increase the probability of producing marketable concentrates. Gold recovery to concentrates did show some sensitivity at lower mass recoveries. Better gold recoveries were achieved at the finer primary grind size, with lower mass recovery. This is likely a result of improved mineral liberation at the finer grind size. Similarly, the silver metallurgical performance data indicates that at 30 percent mass recovery, silver was about 90 percent recovered into concentrates. Marginally better silver recoveries were observed with the finer primary grind size at lower mass recoveries.

All leaching was conducted as 24-hour bottle roll tests at relatively high cyanide dosage. For the Main composite, leaching of the pyrite concentrate and copper cleaner tailings without gravity indicated that extraction was 73 percent and 57 percent for gold and silver, respectively. The silver composite demonstrated better leach performance. Indicated gold and silver leach performances on concentrates without gravity were on average 80 percent and 65 percent for gold and silver, respectively. The results achieved were relatively good, but there is considerable scope for improving the performance.

Additional assays on the final concentrates from each composite were performed to determine levels of critical minor deleterious elements. The analyses conducted were limited due to the amount of concentrate available for testing. Most tests produced only 10 g to 15 g of base metal concentrate, which was mostly consumed for gold, silver, copper, lead, zinc, and iron. Arsenic, antimony, and mercury are indicating high values that will likely attract smelter penalties. Normally, some smelters may reject concentrates on the basis of the high arsenic, antimony, and mercury, however, due to the exceptionally high precious metal values of these concentrates, the concentrates should be readily marketable.

Mineral Resource Estimates

APEX was retained by Dolly Varden to review the drilling database and MRE for the Homestake Ridge Project. The Homestake Ridge Project was the subject of the Previous Homestake Project Report that included mineral resource estimates for the Homestake Main (HM), Homestake Silver (HS) and South Reef (SR) zones of gold and silver mineralization. The MREs discussed in the Previous Homestake Project Report has an effective date of December 31, 2019, and referred to herein as the "2019 Homestake Project MRE".

There has been no further drilling at the Homestake Ridge Project since the effective date of the Previous Homestake Project Report that includes the 2019 Homestake Project MRE. There has been no drilling since 2018, and the 6 holes completed in 2018 all targeted the South Reef zone in an attempt to extend the mineralization encountered at the South Reef zone. The South Reef Zone represents approximately less than 13% of the total overall resource mineralization. The 2019 Homestake Project MRE for the Homestake Main and Homestake Silver zones of mineralization, which represent approximately 87% of the total resource mineralization, is entirely based upon drillholes completed prior to 2017.

Dolly Varden provided APEX with the drillhole database, 3-D topographic surface, and the block model and domains used to calculate the 2019 Homestake Project MRE by the Previous Homestake Project Report.

APEX co-author Mr. Turner, B.Sc., P.Geol. reviewed the provided data and found no significant issues with the data. There has been no new drilling or trenching at the Homestake Ridge Project since the 2019 Homestake Project MRE. Mr. Turner takes responsibility for the drillhole database and deems that the

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database used to calculate the 2019 Homestake Project MRE is well validated and suitable for the mineral resource estimation.

Based on the APEX review of the 2019 Homestake Project MRE, the APEX co-author Mr. Turner makes the following conclusions:

  • There has been no material change to the drillhole database used to calculate the 2019 Homestake Project MRE since its disclosure in the Previous Homestake Project Report.
  • No significant issues were identified during the author's validation of the drillhole database use to calculate the 2019 Homestake Project MRE.
  • Visually, mineralization domains appear reasonable from a volume perspective, do not unreasonably extend beyond drill control, and are a fair representation of the volume of mineralization.
  • As part of the validation of the Previous Homestake Project Report resource estimation effort, Mr. Turner and Mr. Black examined average grades within the 2019 block model relative to declustered composites (calculated by APEX personnel) and found that they compare favourably and represent a good approximation of the Homestake Ridge mineralization.
  • The methodology used to calculate the 2019 Homestake Project MRE is reasonable.
  • The 2019 Homestake Project MRE was completed in accordance with the CIM "Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines," dated November 29, 2019, and the CIM "Definition Standards for Mineral Resources and Mineral Reserves," dated May 10, 2014.

The result of Mr. Turner's review of the 2019 Homestake Project MRE is that there are no significant issues identified with the drillhole database or the workflow and methodology used by the Previous Homestake Project Report. As a result, Mr. Turner accepts the Mineral Resource Estimates for the Homestake Main, Homestake Silver and South Reef mineralization zones disclosed by the Previous Homestake Project Report and considers them current as of the date of this report (January 20, 2022).

The following table summarizes the December 31, 2019, MRE for the Homestake Ridge Project by zone reported and disclosed by the Previous Homestake Project Report and accepted by Mr. Turner, B.Sc., P.Geol. as a current Mineral Resource Estimate herein. Indicated and Inferred Mineral Resources are reported within modelled vein solids, without any internal dilution built into the model.

Mineral Resources – December 31, 2019 Dolly Varden Silver Corporation – Homestake Ridge Project

Tonnes
Average Grade
Contained Metal
Classification
And Zone
(Mt) Gold
(g/t Au)
Silver
(g/t Ag)
Copper
(% Cu)
Lead
(% Pb)
Gold
(oz Au)
Silver
(Moz Ag)
Copper
(Mlb Cu)
Lead
(Mlb Pb)
Indicated
HM 0.736 7.02 74.8 0.18 0.077 165,993 1.8 2.87 1.25
Total
Indicated
0.736 7.02 74.8 0.18 0.077 165,993 1.8 2.87 1.25
Inferred
HM 1.747 6.33 35.9 0.35 0.107 355,553 2.0 13.32 4.14
HS 3.354 3.13 146.0 0.03 0.178 337,013 15.7 2.19 13.20
SR 0.445 8.68 4.9 0.04 0.001 124,153 0.1 0.36 0.00
Total Inferred 5.545 4.58 100.0 0.13 0.142 816,719 17.8 15.87 17.34

Notes:

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  • (1) Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards for Mineral Resources and Mineral Reserves dated May 10, 2014 (CIM (2014) definitions), as incorporated by reference in NI 43-101, were followed for Mineral Resource estimation.
  • (2) Mineral Resources are estimated at a cut-off grade of 2.0 g/t AuEq.
  • (3) AuEq values were calculated using a long-term gold price of US\$1,300 per ounce, silver price at US\$20 per ounce, and copper price at US\$2.50 per pound and a US\$/C\$ exchange rate of 1.2. The AuEq calculation included provisions for metallurgical recoveries, treatment charges, refining costs, and transportation.
  • (4) Bulk density ranges from 2.69 t/m3 to 3.03 t/m3 depending on the domain.
  • (5) Differences may occur in totals due to rounding.
  • (6) The Qualified Person responsible for this Mineral Resource Estimate is Andrew J. Turner, B.Sc., P.Geol., of APEX Geoscience LTD.
  • (7) The reader is cautioned that Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
  • (8) HM=Homestake Main Zone, HS= Homestake Silver Zone, and SR= South Reef Zone.

As part of APEX's review of the 2019 Homestake Project MRE, co-author Mr. Turner identified multiple sources of risks and uncertainties described below:

  • Currently, there is no orientated core to support the orientation of the structurally controlled highgrade domains. The global volumes of these domains adequately represent the amount of mineralization within the deposit. However, subsurface structural data does not support the structural interpretation that defines the orientation of the frequently narrow high-grade domains that contain most of the reported ounces. Therefore the interpretation of the high-grade domains is a significant source of uncertainty in the overall MRE.
  • A robust geological model is not available to support the geological interpretation of the domains, making it challenging to confirm that the geology within each of them is grouped appropriately. Moreover, numerous high-grade intercepts within high-grade domains are not logged as a fluid pathway. Together, these sources of geological uncertainties increase the risk that the domains are not connecting continuous mineralization and that within a single domain, various recovery or density parameters may not be appropriately attributed to future MREs. This uncertainty is currently reflected in the large proportion of inferred resources reported in this MRE. Additional drilling is required to improve the geological model and the confidence in the MRE before improving the classification.

The authors are not aware of (i) any other significant material risks to the MRE other than the inherent risks to mineral exploration and development in general, or (ii) any environmental, permitting, legal, title, taxation, socio- economic, marketing, political, or other relevant factors that could materially affect the Mineral Resource estimate.

Mineral Reserve Estimates

There are no mineral reserves at Homestake Ridge.

Interpretation and Conclusions

The Homestake Ridge Project Report includes a current MRE that is based on validation of the historical work conducted by Auryn. The Auryn historical work consisted of drilling/sampling, re-logging of historic cores, and a re-interpretation of the geological model and resource wireframes.

The Previous Homestake Project Report historical MRE resulted in an 18 percent increase in Indicated Resources and a 23.5 percent reduction in Inferred Resources when compared to the prior MRE (2017). The combined impact of the re-interpreted resource wireframes was an overall reduction in tonnes, an increase in metal grades for gold, silver and copper, and an overall reduction in contained metal.

The current mineral resource is based on validation of the historical drilling and assay data, a review of the Auryn block model and geological model, and confirmation of the Auryn model parameters such as compositing, capping, rock densities, variography, and cut-off grade calculations.

Based on a review of the Mineral Resource model and documentation provided, Mr. Turner offer the following conclusions:

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  • The grade estimate is reasonable, and the model is suitable to report Mineral Resources.
  • The Auryn Mineral Resource model was an improvement as compared to previous estimates. Vein solids appear to be better correlated, the grade estimation methodology in Leapfrog is generally suitable, and the variography is reasonable.
  • Capping levels are generally reasonable. The Qualified Persons note that Auryn applied capping after compositing. The Qualified Persons prefer to cap assays before compositing, however, in the case of the Homestake Ridge Project, compositing and capping during grade estimation runs produced similar results to capping assays.
  • The sub-block size is small at 0.5 m. The Qualified Persons understand that this block size is used to honour volumes in narrow domains, however, future engineering studies may face challenges when running the model through a stope optimizer.
  • The drill and sample database appears to be well organized and administrated.
  • Much of the volume of the vein sets does not meet the two metre nominal horizontal width cut-off. Auryn stated that the mineralized volume still generally meets a grade by true width (GT) value of 4.0 (2.00 g/t AuEq * 2.0 m horizontal thickness).
  • Assay certificate verification results were excellent, with no errors identified.
  • Drill collars are placed on (LiDAR-based) topography, except for several holes located away from the modelled zones.
  • Quality assurance/quality control procedures and results for the Homestake Ridge Project are sufficient to support Mineral Resource estimation.
  • Density measurement methodology and coverage are appropriate for the deposit.
  • The deposit is adequately drilled to support interpretation of the vein solids in each zone.
  • Correlation in some parts of the deposit appears ambiguous. Choosing the alternate interpretation in these areas, however, would not likely result in marked differences in volume.

Recommendations

Geology and Mineral Resources

Completing a thorough review of all the geological logging databases and supplementing it with additional detailed logging through a re-logging program would aid the creation of a robust alteration and rock type 3- D model. The geological model would help de-risk future mineral resource studies by increasing confidence in the size and orientation of mineralization. Moreover, the geological model will enable a more robust assignment of important mining parameters such as density and recoveries to future mineral resources.

Resource Drilling

There is currently no subsurface structural data to help guide geological modelling efforts. Strategically targeted orientated core infill drilling is critical to improving the classification of the current MRE and will derisk future mine planning exercises by enabling a robust structural model and an improved geological model to be constructed and help define the continuity and orientation of mineralization.

A significant level of infill drilling is required to increase the classification of the Inferred resources to Indicated or Measured resources before completing a pre-Feasibility or Feasibility level study.

Geotechnical Studies

A number of geotechnical studies are required to advance the project to the engineering stage.

The most critical study, at this stage, is a comprehensive geotechnical assessment of ground conditions at the each of the 3 deposits. This study is critical because it will be needed to validate the mining methods assumed herein, and the geometry and size of open spans for mine development and stoping, and the requirements (and costs) for ground control. The scope of this evaluation must include geotechnical drilling, fracture mapping, rock strength and rock quality assessments, and a preliminary assessment of groundwater pressures and flows.

Additional geotechnical studies will also be needed to support surface development engineering.

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Environmental Testing

Preliminary environmental testwork has been carried out to determine the acid generating potential of the waste rock and tailings, but additional work is required to expand the scope to include all of the major rock types from each of the three deposits. Once the acid potential can be mapped to each of the major rock types it will be possible to generate volumetric estimates of PAG versus NAG rock produced at each deposit.

Environmental Monitoring

Baseline environmental monitoring will be needed for any permit submittals to advance the project. The key variables include: surface water quality and geochemistry, groundwater quality and geochemistry, air quality, and climate monitoring (wind speed and direction, temperatures and humidity).

Surface Hydrology and Water Balance: Surface runoff from melting glaciers and rainfall will need to be assessed in a site wide water balance as the project likely sits in a net positive water environment (in other words the project will produce more water than it can consume). Hydrological studies will be needed to quantify the volumes of surface runoff, and volumes of mine water produced as this will impact the scope and size of a water treatment plant needed to treat water discharges.

Metallurgical Testing

The second most critical area for future studies is advancement of the metallurgical testwork, and further optimization of a flowsheet. This testing will be needed to optimize the metals recovery to concentrates, and to maximize the concentrate grades. An overview of the ongoing metallurgical testing is as follows:

  • Continue parameter testing to optimize the lead and copper flotation process. Tests should investigate different regrind sizes, coarser primary grinds, removal of cyanide, different collectors to name a few.
  • Locked cycle tests should be conducted to obtain dynamic metallurgical performance estimates.
  • Generate more concentrate for cyanide leach studies and fully optimize the leach process. Parameters to consider are, concentrate regrind size, cyanide dosage, addition of lead nitrate to name a few.
  • Sub samples of varying feed grades and geological domains should be tested using the optimized flowsheet to understand variability in the deposit.
  • The same subsamples should be subjected to comminution studies to determine energy requirements for grinding the rock. There was a significant grind time difference between the Main and Silver zone.
  • The settling properties of the flotation and leach tailings should be measured.
  • Whole ore leaching should be revisited as an alternative to the hybrid flowsheet for comparison purposes.

The authors suggest next stage for the Homestake Ridge Project should be a combination of de-risking, and maximizing opportunities. The Qualified Person's for the Homestake Ridge Project Report recommend the Homestake Ridge Project be advanced with further exploration and completion of a Preliminary Economic Analyses.

Proposed Budget

The budgeted cost estimate in the recommendations is \$25M in exploration drilling and further studies, broken down as follows:

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Future Work Tasks and Budget (C\$)

Task Scope Budget
Resource Infill Drilling 35 –
55 km of diamond
drilling including geological
logging, sampling and assays
drilling
\$21,000,000
Metallurgical Drilling/Samples Large diameter core \$500,000
Geotechnical Studies Geotechnical drilling \$250,000
Geotechnical analysis \$150,000
Environmental Testing Tailings \$150,000
Waste Rock
Groundwater Studies Monitoring Wells \$150,000
Aquifer/Packer Tests
Surface Water Hydrology Stream Gauges \$250,000
Site Water Balance
Metallurgical Testing Additional Testing \$500,000
Power Sources and Access Study Update 2012 Study \$50,000
Preliminary Economic
Assessment and Updated Mineral
Resource Estimate
Consultants Report \$2,000,000
Total Budget \$25.0 Million

RISK FACTORS

The Company is subject to risks and challenges similar to other companies in a comparable stage of development. The exploration and development of the Kistault Valley Project is highly speculative, characterized by significant inherent risk and may not be successful. These factors should be reviewed carefully.

The risks and uncertainties described below are not the only risks and uncertainties that the Company faces. Additional risks and uncertainties of which the Company is not aware or that the Company currently believes to be immaterial may also adversely affect the Company's business, financial condition, results of operations or prospects. If any of the possible events described below occur, the Company's business, financial condition, results of operations or prospects could be materially and adversely affected.

This AIF also contains forward-looking statements that involve risks and uncertainties. The Company's actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including the risks described below and elsewhere in this AIF. See "Forward Looking Statements".

In addition to other information contained or incorporate by reference in this AIF, readers should carefully consider the following risk factors that are applicable to the Company, the Dolly Varden Project and future projects that the Company may acquire:

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Resource Exploration and Development is Inherently Speculative

The exploration for and development of mineral deposits involves significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate or adequately mitigate. While the discovery of a mineral deposit may result in substantial rewards, few projects that are explored are ultimately developed into producing mines. Major expenditures are required to locate and establish Mineral Reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices (which are highly volatile and cyclical); and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, allowable production, importing and exporting of minerals and environmental protection. There can be no guarantee that the estimates of quantities and qualities of minerals disclosed will be economically recoverable. With all mining operations, there is uncertainty and, therefore, risk associated with operating parameters and costs resulting from the scaling up of extraction methods tested in pilot conditions.

Mineral exploration is speculative in nature and there can be no assurance that any minerals discovered will result in the definition of a mineral resource. The Company's operations will be subject to all of the hazards and risks normally encountered in the exploration, development and production of minerals. These include unusual and unexpected geological formations, rock falls, seismic activity, flooding and other conditions involved in the extraction of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Although precautions to minimize risk will be taken, operations are subject to hazards that may result in environmental pollution and consequent liability that could have a material adverse impact on the business, operations and financial performance of the Company. Substantial expenditures are required to establish ore reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis.

Assuming discovery of a mineral deposit that may be commercially viable and depending on the type of mining operation involved, many years can elapse from the initial phase of drilling until commercial operations are commenced. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital or in mineral projects failing to achieve expected project returns.

The economics of developing gold and silver and other exploration and evaluation assets is affected by many factors, including the cost of operations, variations in the grade of ore mined, fluctuations in metal markets, costs of processing equipment, access to qualified personnel and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection. The remoteness and restrictions on access of the Company's exploration and evaluation assets may have an adverse effect on profitability as a result of higher infrastructure costs. There are also physical risks to the exploration personnel working in the terrain in which the Company's exploration and evaluation assets are located, which are subject to poor climate conditions.

The long-term commercial success of the Company depends on its ability to explore, develop and commercially produce minerals from its exploration and evaluation assets and to locate and acquire additional properties worthy of exploration and development for minerals. No assurance can be given that the Company will be able to locate satisfactory properties for acquisition or participation. Moreover, if such acquisitions or participations are identified, the Company may determine that current markets, terms of acquisition and participation or pricing conditions make such acquisitions or participation uneconomic.

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Substantial Capital Requirements

Management of the Company anticipates that it may make substantial future capital expenditures for the acquisition, exploration, development and production of its exploration and evaluation assets. As the Company will be at the exploration stage with no revenue being generated from the exploration activities on its exploration and evaluation assets, the Company may have limited ability to raise the capital necessary to undertake or complete future exploration work, including drilling programs.

There can be no assurance that debt or equity financing will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Company. Moreover, future activities may require the Company to alter its capitalization significantly.

The inability of the Company to access sufficient capital for its operations could have a material adverse effect on the Company's financial condition, results of operations or prospects. In particular, failure to obtain such financing on a timely basis could cause the Company to forfeit its interest in its exploration and evaluation assets, miss certain acquisition opportunities and reduce or terminate its operations.

Financing Risks

The Company does not have a producing mineral project and no sources of operating revenue. The Company's ability to explore for and find potential economic projects, and then to bring them into production, is highly dependent upon its ability to raise equity and debt capital in the financial markets. There is no assurance that the Company will be able to raise the funds required to continue its exploration programs and finance the development of any potentially economic deposit, including the Kitsault Valley Project, that is identified on acceptable terms or at all. The failure to obtain the necessary financing would have a material adverse effect on the Company's growth strategy, results of operations, financial condition and prospects.

Development of the Company's projects is dependent on the Company securing the required project financing in order to maintain its ownership interest in the projects. No assurance can be given that the Company will be successful in achieving this.

Global financial markets have been negatively impacted by the novel Coronavirus or COVID-19, which was declared a pandemic by the World Health Organization on March 11, 2020. Further impacts to global financial markets have been caused by the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. On February 24, 2022, Russia began a full-scale military invasion of Ukraine. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets and interest rates. These events, among others, have resulted in significant global economic uncertainty and consequently, it is difficult to reliably measure the potential impact of this uncertainty on the Company's future financial results. Furthermore, the financial capacity of potential lenders to extend new loans due to liquidity or other challenges may be reduced or cancelled should the COVID-19 virus continue for a prolonged period of time. These and other factors with respect to the coronavirus could negatively affect our business in complex ways, which are difficult or impossible to predict.

Profitability Cannot be Assured

The Company has no history of producing silver, gold or copper. There can be no assurance that the Company will successfully establish mining operations or profitably produce silver, gold or copper from the Dolly Varden Project, the Homestake Ridge Project or any other project.

The Dolly Varden Project and the Homestake Ridge Project are in the exploration and evaluation stage and as a result, the Company is subject to all of the risks associated with establishing new mining operations and business enterprises including: (i) the availability of capital to finance construction and development activities is uncertain, may not be available, or may not be available at a cost which is economic to construct and develop a mine; (ii) the timing and cost, which can be considerable, to construct mining and processing

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facilities is uncertain and subject to increase; (iii) the availability and cost of skilled labour, consultants, mining equipment and supplies; (iv) the timing to receive any outstanding documentation, including permits, tax exemptions and fiscal guarantees required to commence construction and/or draw down on any loan facility that may be entered into by the Company in the future; and (v) the costs, timing and complexities of mine construction and development may be increased with the Dolly Varden Project and the Homestake Ridge Project.

It is common in new mining operations to experience unexpected problems and delays during construction, development and mine start-up. Accordingly, there are no assurances that the Company's activities will result in profitable mining operations or that the Company will successfully establish mining operations or profitably produce silver, gold or copper at the Dolly Varden Project, the Homestake Ridge Project or any of its future projects.

Historic Losses

The Company has incurred losses since its inception. The Company incurred the following net losses for the past three fiscal years as follows:

  • \$8,203,660 million for the year ended December 31, 2021
  • \$7,278,320 million for the year ended December 31, 2020
  • \$4,974,983 million for the year ended December 31, 2019

The Company expects to continue to incur losses unless and until such time as any of its projects generates sufficient revenues to fund continuing operations. The development of the Dolly Varden Project and the Homestake Ridge Project will require the commitment of substantial financial resources. The amount and timing of expenditures will depend on a number of factors, including the progress of ongoing exploration and development, the results of consultants' analysis and recommendations, the rate at which operating losses are incurred, and the Company's acquisition of additional projects, some of which are beyond the Company's control. There can be no assurance that the Company will ever achieve profitability.

Fury's Ability to Exercise Significant Control Over the Company

Immediately following the acquisition of the Homestake Ridge Project on February 25, 2022, Fury owned approximately 36.9% of the Company on an outstanding basis. Although Fury has agreed to certain contractual restrictions that limit its ability to control Dolly Varden, as provided for in the Investor Rights Agreement between the Company and Fury, Fury may have the ability to exercise significant influence over matters requiring shareholder approval, including the election of the members of the Board and approval of significant corporate transaction such as changes of control and as such control the Company's policies and operations. Fury's interests may not in all cases be aligned in all respects with other shareholders of the Company and could deprive shareholders of the Company of an opportunity to receive a premium on the Common Shares and ultimately affect the market price of Common Shares.

So long as Fury continues to beneficially own a sufficient number of Common Shares, even if it beneficially owns significantly less than a majority of Dolly Varden's outstanding Common Shares, it could continue to be able to effectively control of Company's decisions.

Dolly Varden and Fury have enter into the Investor Rights Agreement pursuant to which Fury has certain Board nomination rights and agreed to a one year resale restriction on its Common Shares. In addition, Fury agreed to certain matters that limit its ability to control Dolly Varden. After such restrictions expire, there will be no contractual restrictions on Fury's ability to exercise voting rights. In either case, this concentration of ownership may make it more difficult for other Dolly Varden shareholders to effect substantial changes in the Company. The Investor Rights Agreement provides Fury with pre-emptive or participation rights to maintain its ownership percentage in the Company, which could allow Fury to continue to maintain its ownership percentage.

Following the expiration of re-sale restrictions applicable to Fury, a significant number of Common Shares may be sold by Fury, which could adversely affect the market price of the Common Shares.

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Competition

The mining industry is highly competitive and the Company will be required to compete for the acquisition of mineral permits, claims, leases and other mineral interests for operations, exploration and development projects. Many of the Company's competitors for the acquisition, exploration, production and development of exploration and evaluation assets, and for capital to finance such activities, include companies that have greater financial and personnel resources available to them than the Company. If the Company is unable to successfully compete in its industry it could have a material adverse effect on the Company's results of operations and financial condition.

Volatility of Mineral Prices

Resource exploration is significantly linked to the outlook for commodities. The market price of any mineral is volatile and is affected by numerous factors that are beyond the Company's control. These include international supply and demand, the level of consumer product demand, international economic trends, currency exchange rate fluctuations, the level of interest rates, rate of inflation, global or regional political events and international events, as well as a range of other market forces. Sustained downward movements in mineral market prices could render less economic, or uneconomic, some or all of the mineral extraction and/or exploration activities to be undertaken by the Company.

The future trend in the prices of silver, gold and copper cannot be predicted with any degree of certainty. The market price of minerals affects the economics of any potential development project, as well as having an impact on the perceptions of investors with respect to mineral equities, and therefore, the ability of the Company to raise capital. A decrease in the market price of silver, gold, copper and other metals could affect the Company's ability to finance exploration and development of the Dolly Varden Project and the Homestake Ridge Project, which would have a material adverse effect on the Company's financial condition and results of operations. There can be no assurance that the market prices of silver, gold and copper will remain at current levels or that such prices will improve or that market prices will not fall.

Mineral Reserves / Mineral Resources

The Company's exploration and evaluation assets are in the early exploration stage only and, though they contain current mineral resources, they do not contain a known body of commercial minerals ("mineral reserves"). Mineral reserves are, in large part, estimates, and no assurance can be given that the anticipated tonnages and grades will be achieved or that the indicated level of recovery will be realized. Mineral reserve estimates for exploration and evaluation assets that have not yet commenced production may require revision based on actual production experience.

Market price fluctuations of metals, as well as increased production costs or reduced recovery rates, may render mineral reserves containing relatively lower grades of mineralization uneconomic and may ultimately result in a restatement of reserves. Moreover, short-term operating factors relating to the mineral reserves, such as the need for orderly development of the ore bodies and the processing of new or different mineral grades, may cause a mining operation to be unprofitable in any particular accounting period.

Remote Areas and Infrastructure

The Kitsault Valley Project is located in a remote area in northwest British Columbia. As a result, Dolly Varden's operations and personnel may be subject to operating and safety risks arising from several factors, including, but not limited to: water scarcity, inadequate and poorly maintained roads; limited air transport options; and, deficient or non-existent public services, including communications, energy, fire department, healthcare, water, and police. These risks may compound impacts of some of the other risks identified in this document, including security, natural disasters, and social, among others.

Additionally, exploration activities and eventually mining, process and development activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources, and water supply are important determinants which affect capital and operating costs. Lack of such infrastructure or unusual or infrequent weather phenomena, sabotage, terrorism, government, or other interference in the

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maintenance or provision of such infrastructure could adversely affect the Company's operations, financial condition, and results of operations.

Environmental Risks

All phases of the mining business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of international conventions and state and municipal laws and regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with mining operations. The legislation also requires that wells and facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability, and potentially increased capital expenditures and operating costs. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or production costs or reduction in levels of production at any future producing exploration and evaluation assets or require abandonment or delays in the development of new mining properties.

Moreover, mining companies are often targets of actions by non-governmental organizations and environmental groups in the jurisdictions in which they operate. Such organizations and groups may take actions in the future to disrupt the Company's operations. They may also apply pressure to local, regional and national government officials to take action which are adverse to the Company's operations. Such actions could have an adverse effect on the Company's ability to advance is projects and, as a result on its operations and financial performance.

Relationships with Local Communities and Indigenous Organizations

Negative relationships with Indigenous and local communities could result in opposition to the Company's projects. Such opposition could result in material delays in attaining key operating permits or make certain projects inaccessible to the Company's personnel. Dolly Varden respects and engages meaningfully with Indigenous and local communities at all of its operations. The Company is committed to working constructively with local communities, government agencies and Indigenous groups to ensure that exploration work is conducted in a culturally and environmentally sensitive manner.

Dolly Varden believes that the Company's operations can provide valuable benefits to surrounding communities, in terms of direct employment, training and skills development and other benefits associated with ongoing payment of taxes. In addition, the Company will seek to maintain its partnerships and relationships with local communities, including Indigenous peoples, and stakeholders in a variety of ways, including in-kind contributions, volunteer time, sponsorships and donations. Notwithstanding ongoing efforts, local communities and stakeholders could become dissatisfied with its activities or the level of benefits provided, which could result in civil unrest, protests, direct action or campaigns against it. Any such occurrence could materially and adversely affect the Company's business, financial condition or results of operations.

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Political, Economic and Social Risks and Uncertainties

The Company's operations at the Dolly Varden Project and the Homestake Ridge Project are located in northern British Columbia, and, as such, its operations are exposed to various levels of political, economic and other risks and uncertainties inherent in operating in such jurisdiction. Risks and uncertainties of operating in northern British Columbia may vary from time to time, but are not limited to a limited local workforce, poor infrastructure, a complex regulatory regime and harsh weather.

Reliance on Key Personnel

The success of the Company will be largely dependent upon the performance of its management and key employees and contractors. In assessing the risk of an investment in the shares of the Company, potential investors should realize that they are relying on the experience, judgment, discretion, integrity and good faith of the proposed management of the Company.

Specialized Skill and Knowledge

Various aspects of the Company's business require specialized skills and knowledge. Such skills and knowledge include the areas of permitting, geology, drilling, metallurgy, logistical planning and implementation of exploration programs as well as finance and accounting. The Company's management team and Board provide much of the specialized skill and knowledge. The Company may also retain outside consultants as additional specialized skills and knowledge are required. However, it is possible that the Company may experience delays and increased costs in locating and/or retaining skilled and knowledgeable employees and consultants in order to proceed with its planned exploration and development at its mineral properties.

Conflicts of Interest

Certain directors and officers of the Company will be engaged in, and will continue to engage in, other business activities on their own behalf and on behalf of other companies. As a result of these and other activities, such directors and officers of the Company may become subject to conflicts of interest. The BCBCA provides that in the event that a director or senior officer has a material interest in a contract or proposed contract or agreement that is material to the issuer, the director or senior officer must disclose his or her interest in such contract or agreement and a director must refrain from voting on any matter in respect of such contract or agreement, subject to and in accordance with the BCBCA. To the extent that conflicts of interest arise, such conflicts will be resolved in accordance with the provisions of the BCBCA. To the knowledge of the management of the Company, as at the date hereof, there are no existing or potential material conflicts of interest between the Company and a director or officer of the Company, except as otherwise disclosed in this AIF.

Dividends

To date, the Company has not paid any dividends on its outstanding Common Shares. Any decision to pay dividends on the shares of the Company will be made by the Board on the basis of the Company's earnings, financial requirements and other conditions.

Unlimited Authorized Share Capital

The Company has an unlimited number of Common Shares that may be issued by the Board without further action or approval of the Company's shareholders, except in limited circumstances. While the Board is required to fulfil its fiduciary obligations in connection with the issuance of such shares, the shares may be issued in transactions with which not all shareholders agree, and the issuance of such shares will cause dilution to the ownership interests of the Company's shareholders.

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Future Issuances May Affect the Market Price of the Common Shares

In order to finance future operations, the Company may raise funds through the issuance of additional Common Shares or the issuance of debt instruments or other securities convertible into Common Shares. The Company cannot predict the size of future issuances of Common Shares or the issuance of debt instruments or other securities convertible into Common Shares or the dilutive effect, if any, that future issuances and sales of securities will have on the market price of the Common Shares.

Fluctuation of Stock Exchange Prices

In recent years, the securities markets have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly those considered to be exploration stage companies, has experienced wide fluctuations which have not necessarily been related to the performance or underlying asset values of such companies. There can be no assurance that such fluctuations will not affect the price of the Company's Common Shares. These factors are ultimately beyond the control of the Company and could have a material adverse effect on the Company's financial condition and results of operations.

The market price of the Common Shares may fluctuate based on a number of factors. In addition to those factors listed in this AIF, the following factors may cause the volatility of the Common Shares to increase: (i) the Company's operating performance and the performance of competitors and other similar Companies; (ii) the market's reaction to the issuance of securities or to other financing transactions, to the Company's press releases and other public announcements, and to the Company's filings with the various securities regulatory authorities; (iii) changes in valuations or recommendations by research analysts who cover the Common Shares or the shares of other Companies in the resource sector; (iv) changes in general economic conditions; (v) the arrival or departure of key personnel; (vi) acquisitions, strategic alliances or joint ventures involving the Company or its competitors; (vii) variables not directly related to the Company's success and is therefore not within the Company's control; and (viii) the factors listed under the heading "Forward Looking Statements".

The effect of these and other factors on the market price of the Common Shares on the TSXV has historically made the Company's share price volatile and suggests that the Company's share price will continue to be volatile in the future.

Securities or Industry Analysts

The trading market for Common Shares could be influenced by research and reports that industry and/or securities analysts may publish about the Company, its business, the market or competitors. The Company does not have any control over these analysts and cannot assure that analysts will cover it or provide favourable coverage. If any of the analysts who may cover the Company's business change their recommendation regarding the Company's stock adversely, or provide more favourable relative recommendations about its competitors, the stock price would likely decline. If any analyst who may cover the Company's business were to cease coverage or fail to regularly publish reports on the Company, it could lose visibility in the financial markets, which in turn could cause the stock price or trading volume to decline.

Permits and Licenses

The activities of the Company are subject to government approvals, various laws governing prospecting, development, land resumptions, production taxes, labour standards and occupational health, mine safety, toxic substances and other matters, including issues affecting local indigenous populations. Amendments to current laws and regulations governing operations and activities of exploration and mining, or more stringent implementation thereof, could have a material adverse impact on the business, operations and financial performance of the Company.

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Further, the mining licenses and permits issued in respect of its mineral property may be subject to conditions that, if not satisfied, may lead to the revocation of such licenses. In the event of revocation, the value of the Company's investments in its exploration and evaluation assets may decline.

Title Risks

The Company has investigated its rights to explore and exploit the Dolly Varden Project and the Homestake Ridge Project and, to the best of its knowledge, the Company's rights will be in good standing given the progress of development. The acquisition of title to exploration and evaluation assets or interests therein is a very detailed and time-consuming process. The exploration and evaluation assets may be subject to prior unregistered agreements or transfers and title may be affected by undetected defects. There can also be no assurance that the Company's rights will not be challenged or impugned by third parties.

Additionally, the Company's mineral claims may overlap with other mineral claims owned by third parties which may be considered senior in title to the Company's mineral claims. The junior claim is only invalid in the areas where it overlaps a senior claim. Although the Company is not aware of any existing title uncertainties with respect to the Dolly Varden Project of the Homestake Ridge Project, there is no assurance that such uncertainties will not result in future losses or additional expenditures, which could have an adverse impact on the Company's future cash flows, earnings, results of operations and financial condition.

Property Commitments

The Company's mineral properties and/or interests may be subject to various land payments, royalties and/or work commitments. Failure by the Company to meet its payment obligations or otherwise fulfil its commitments under these agreements could result in the loss of related property interests.

Costs of Land Reclamation

Dolly Varden is subject to strict environmental laws and regulations in connection with its exploration and development activities in British Columbia. Our policy is to conduct business in a way that safeguards public health and the environment. The Company complies with local laws and statutory and regulatory requirements relating to the protection of the environment, including, but not limited to, air quality, water management and quality, solid and hazardous waste management and disposal, land use and reclamation. It is difficult to determine the exact amounts which could be required to complete all land reclamation activities in connection with Dolly Varden's properties. Accordingly, it may be necessary to revise planned expenditures and operating plans in order to fund reclamation activities. Such costs may have a material adverse impact upon the financial condition and results of operations of the Company.

Limited Operating History

The Company was formed by amalgamation under the BCBCA on January 30, 2012, and has yet to generate a profit from its activities. The Company will be subject to all of the business risks and uncertainties associated with any business enterprise, including the risk that it will not achieve its growth objective. The Company anticipates that it may take several years to achieve positive cash flow from operations. Even if the Company does undertake exploration activity on its exploration and evaluation assets, there is no certainty that the Company will produce revenue, operate profitably or provide a return on investment in the future.

Failure to Realize Anticipated Benefits

On February 25, 2022, Dolly Varden completed the acquisition, through the acquisition of Homestake, of a 100% interest in the Homestake Ridge Project. The close proximity of the Homestake Project and Dolly Varden Project, combined with common infrastructure in the region, is expected to generate substantial codevelopment synergies for the consolidated Homestake Project and Dolly Varden Project; however, the ability to realize the benefits of the transaction will depend in part on successfully consolidating functions and integrating operations, procedures and personnel in a timely and efficient manner, as well as on the

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Company's ability to realize the anticipated growth opportunities and synergies from integrating businesses. This integration has and will continue to require the dedication of management effort, time and resources which may divert management's focus and resources from other strategic opportunities available to the Company.

Uninsured Risks

The Company is subject to a number of operational risks and may not be adequately insured for certain risks, including: accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labour disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the properties of the Company, personal injury or death, environmental damage or, regarding the exploration activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company's future cash flows, earnings, results of operations and financial condition. The payment of any such liabilities would reduce the funds available to the Company. If the Company is unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy.

No assurance can be given that insurance to cover the risks to which the Company's activities are subject will be available at all or at commercially reasonable premiums. The Company is not currently covered by any form of environmental liability insurance, since insurance against environmental risks (including liability for pollution) or other hazards resulting from exploration activities is unavailable or prohibitively expensive. This lack of environmental liability insurance coverage could have an adverse impact on the Company's future cash flows, earnings, results of operations and financial condition.

Unforeseen Expenses and Increased Costs

Changes to the Company's exploration and development costs could have a major impact on its operations. Increased mineral exploration activity on a global scale has made some services difficult to procure, particularity skilled and experienced contract drilling personnel. Dolly Varden's main exploration and development expenses are contractor costs, materials including diesel fuel, personnel costs and energy. Changes in costs of the Company's mineral exploration activity could occur as a result of other unforeseen events, including international and local economic and political events, including the continuance or escalation of military conflict between Russia and Ukraine, and economic sanctions in relation thereto, and the unforeseen scarcity of critical components and economic disruption as was caused by by the novel Coronavirus or COVID-19. Additionally, the Company relies on third party suppliers for a number of raw materials. Supply chains are subject to a number of risks not wholly within the Company's control, including: terrorism, political instability leading to the closing of borders, exchange rate fluctuation, inflation and changes in law (including increased environmental standards, international sanctions and local content requirements). Any material increase in the cost of raw materials, or the inability by the Company to source third party suppliers for the supply of its raw materials, for the reasons listed above or otherwise could lead to increased or unforeseen costs and have a material adverse effect on the Company's results of operations or financial condition. While the Company is not aware of any expenses that may need to be incurred that have not been taken into account, if such expenses were subsequently incurred, the expenditure proposals of the Company may be adversely affected.

Climate Change

The Company recognizes climate change as an international and community concern. The effects of climate change or extreme weather events may cause prolonged disruption to the delivery of essential commodities which could negatively affect production efficiency. Furthermore, increased regulation of

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greenhouse gas emissions (including in the form of carbon taxes or other charges) may adversely affect the Company's operations and that related legislation is becoming more stringent.

The Company is focused on operating in a manner that minimizes environmental impacts of its activities; however, environmental impacts from exploration and drilling activities are inevitable. The physical risks of climate change that may impact the Company's operations are highly uncertain and may be particular to the unique geographic circumstances associated with each of its operations. Such physical risks include, but are not limited to, extreme weather events, resource shortages, changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. The Company's operations in northern British Columbia are particularly impacted by extreme weather due to their remoteness. There may also be supply chain implications in getting supplies to the Company's operations, including transportation issues. The Company makes efforts to mitigate climate risks by ensuring that extreme weather conditions are included in its emergency response plans. However, there is no assurance that the response will be effective, and the physical risks of climate change will not have an adverse effect on the Company's operations and profitability.

Moreover, governments are introducing climate change legislation and treaties at the international, national and local levels. Regulations relating to emission levels and energy efficiency are becoming more stringent, which may result in increased costs of compliance. Some of the costs associated with reducing emissions can be offset by increased energy efficiency and technological innovation. However, if current regulatory trends continue, this may result in increased costs at some or all of the Company's operations. There is no assurance that such regulations will not have an adverse effect on the Company's results of operations and financial condition.

Legal and Litigation Risks

All industries, including the exploration industry, are subject to legal claims, with and without merit. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which the Company may become subject could have a material adverse effect on the Company's business, prospects, financial condition, and operating results. Defense and settlement of costs of legal claims can be substantial.

Public Companies are Subject to Securities Class Action Litigation Risk

In the past, securities class action litigation has often been brought against a Company following a decline in the market price of its securities. If the Company faces such litigation, it could result in substantial costs and a diversion of management's attention and resources, which could materially harm its business.

Flow-Through Shares

Historically, the Company has entered into FT Share private placements to fund exploration activities, with the most recent FT Share private placement being the Offering in March 2022. Canadian tax rules normally require the Company to have spent flow-through funds on "Canadian exploration expenses" (as defined in the Tax Act by the end of the calendar year following the year in which they were raised. This gives the Company until December 31, 2023 to spend any amounts raised during calendar 2022 on Canadian exploration expenses.

While the Company intends to satisfy its expenditure commitments related to the Offering, there can be no assurance that it will do so. If the Company does not renounce to the purchasers of the FT Shares, effective on or before December 31 of the year following the Offering, Canadian exploration expenses in an amount equal to the aggregate purchase price paid by such purchasers for the Flow-Through Shares, or if there is a reduction in such amount renounced pursuant to the provisions of the Tax Act, the Company shall indemnify the purchaser for an amount equal to the amount of any tax payable or that may become payable under the Tax Act (and under any corresponding provincial legislation) by the purchaser as a consequence of such failure or reduction; however, there is no guarantee that the Company will have the financial resources required to satisfy such indemnity.

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The Company may also be subject to interest on flow-through proceeds renounced under the look-back rules in respect of prior years, and penalties, in accordance with regulations in the Tax Act, if it is determined that flowthrough proceeds were not properly or timely spent on Canadian exploration expenses.

Interest Rate Changes.

Fluctuations in interest rates can affect the Company's results of operations and cash flow. Our exposure to changes in interest rates results from investing activities undertaken to manage our liquidity and capital requirements. The Company's cash incurs interest at a floating rate. There can be no assurance that we will not be materially adversely affected by interest rate changes in the future.

COVID-19 Pandemic

The COVID-19 pandemic has significantly impacted health and economic conditions throughout Canada and globally. The global spread of COVID-19 has been, and continues to be, complex and evolving, with governments, public institutions and other organizations imposing or recommending, and businesses and individuals implementing, restrictions on various activities or other actions to combat its spread, such as travel restrictions and bans, social distancing, quarantine or shelter-in-place directives, limitations on the size of gatherings and closures of non-essential businesses. The COVID-19 pandemic and any future emergence and spread of similar pathogens could have an adverse impact on global economic conditions, which may adversely impact the Company's operations, and the operations of its suppliers, contractors and service providers, the ability to obtain financing and maintain necessary liquidity, and the ability to explore the Company's properties. The outbreak of COVID-19 and political upheavals in various countries have caused significant volatility in commodity prices. While these effects are expected to be temporary, the duration of the business disruptions internationally and related financial impact cannot be reasonably estimated at this time.

Similarly, the Company cannot estimate whether or to what extent this outbreak and the potential financial impact may extend to countries outside of those currently impacted. Travel bans and other government restrictions may also adversely impact the Company's operations and the ability of the Company to advance its projects. In particular, if any employees or consultants of the Company become infected with the coronavirus or similar pathogens and/or the Company is unable to source necessary consumables or supplies, due to government restrictions or otherwise, it could have a material negative impact on the Company's operations and prospects, including the complete shutdown of one or more of its exploration programs.

Russia-Ukraine Conflict

On February 24, 2022, Russian military forces launched a full-scale military invasion of Ukraine. In response, Ukrainian military personal and civilians are actively resisting the invasion. Many countries throughout the world have provided aid to Ukraine in the form of financial aid and in some cases military equipment and weapons to assist in their resistance to the Russian invasion. The North Atlantic Treaty Organization ("NATO") has also mobilized forces to NATO member countries that are close to the conflict as deterrence to further Russian aggression in the region. The outcome of the conflict is uncertain and is likely to have wide ranging consequences on the peace and stability of the region and the world economy. Certain countries, including Canada and the United States, have imposed strict financial and trade sanctions against Russia and such sanctions may have far reaching effects on the global economy. As Russia is a major exporter of oil and natural gas, any disruption of supply of oil and natural gas from Russia could cause a significant worldwide supply shortage of oil and natural gas and significantly impact pricing of oil and gas worldwide. A lack of supply and high prices of oil and natural gas could also have a significant adverse impact on the world economy. The long-term impacts of the conflict and the sanctions imposed on Russia remain uncertain.

These and other impacts of the military conflict between Russia and Ukraine or other armed conflict could also have the effect of heightening many of the other risks described in this "Risk Factors" section The ultimate impact of the Russia-Ukraine conflict on our business is difficult to predict and depends on factors that are evolving and beyond our control, including the scope and duration of the conflict, as well as actions

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taken by governmental authorities and third parties in response. We may experience material adverse impacts to our business, results of operations, financial condition and our Common Share price as a result of any of these disruptions, even after the Russia-Ukraine conflict has subsided.

Financial Safeguards

Although we believe our financial statements are prepared with reasonable safeguards to ensure reliability, we cannot provide absolute assurance. We prepare our financial reports in accordance with accounting policies and methods prescribed by International Financial Reporting Standards as issued by the International Accounting Standards Board. In the preparation of financial reports, management may need to rely upon assumptions, make estimates or use their best judgment in determining the financial condition of Dolly Varden. Significant accounting policies are described in more detail in the notes to our audited financial statements and management discussion and analysis for the financial year ended December 31, 2021. In order to have a reasonable level of assurance that financial transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported, we have implemented and continue to analyse our internal control systems for financial reporting. Although we believe our financial reporting and financial statements are prepared with reasonable safeguards to ensure reliability, we cannot provide absolute assurance in that regard.

Information Systems and Cyber Security

The Company's operations depend on information technology ("IT") systems. These IT systems could be subject to network disruptions caused by a variety of sources, including computer viruses, security breaches and cyber-attacks, as well as disruptions resulting from incidents such as cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, vandalism and theft. The Company's operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or increase in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Company's reputation and results of operations.

Although to date the Company has not experienced any material losses relating to cyber-attacks or other information security breaches, there can be no assurance that the Company will not incur such losses in the future. The Company's risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cybersecurity and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Market Perception

Market perception of junior precious metals companies such as the Company may shift such that these companies are viewed less favourably. This factor could impact the value of investors' holdings and the ability of the Company to raise further funds, which could have a material adverse effect on the Company's business, financial condition and prospects.

Enforcement of Foreign Judgements

The Company is incorporated under the laws of British Columbia, Canada and the majority of the Company's directors and officers are residents of Canada. Because all or a substantial portion of the Company's assets are in Canada and the assets of certain directors are located in Canada, it may be difficult for U.S. or foreign investors to effect service of process within their jurisdiction upon the Company or upon such persons who are not residents of the United States or the foreign jurisdiction, or to realize in the United States or foreign jurisdictions upon judgments of U.S. or foreign courts predicated upon civil liabilities under U.S. or foreign securities laws. A judgment of a U.S. or foreign court predicated solely upon such civil liabilities may be enforceable in Canada by a Canadian court if the U.S. or foreign court in which

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the judgment was obtained had jurisdiction, as determined by the Canadian court, in the matter. There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or the Company predicated solely upon such civil liabilities.

Other Risks

The level of demand for the Company's exploration is increasingly affected by regional and global demographic and macroeconomic conditions, including population growth rates and changes in standards of living. A significant downturn in global economic growth, or recessionary conditions in major geographic regions, may lead to reduced demand for commodities, which could adversely affect the Company's business and results of operations.

Additionally, weak global economic conditions and turmoil in global financial markets, including constraints on the availability of credit, have in the past adversely affected, and may in the future continue to adversely affect, the financial condition and creditworthiness of some of the Company's customers, suppliers and other counterparties, which in turn may negatively impact the Company's business. Any deterioration in economic conditions due to the current coronavirus concerns could negatively impact the Company's exploration.

DIVIDENDS AND DISTRIBUTIONS

To date, the Company has not paid any dividends on its outstanding Common Shares. There is no restrictions in the Company's articles or elsewhere prohibiting it from paying dividends, other than customary general solvency requirements.

Any decision to pay dividends on the Common Shares will be made by the Board on the basis of the Company's earnings, financial requirements and other conditions. In the immediate future, Dolly Varden does not anticipate any earnings arising from which dividends could be paid.

DESCRIPTION OF CAPITAL

The Company is authorized to issue an unlimited number of Common Shares, of which 230,612,954 Common Shares were issued and outstanding as of the date of this AIF, being September 23, 2022. The Company has only one class of shares.

Common Shares

All of the Common Shares rank equally as to voting rights, participation in a distribution of our assets on our liquidation, dissolution or winding-up and the entitlement to dividends. The Shareholders are entitled to receive notice of all meetings of shareholders and to attend and vote their Common Shares at such meetings. Each Common Share carries with it the right to one vote. In the event of the Company's liquidation, dissolution or winding-up or other distribution of our assets, the Shareholders will be entitled to receive, on a pro rata basis, all of our assets remaining after we have paid out our liabilities. Distribution in the form of dividends, if any, will be set by the Board of the Company.

MARKET FOR SECURITIES

Market

The Common Shares are listed for trading on the TSXV under the symbol "DV". The closing price of the Common Shares on the TSXV on September 22, 2022, being the date prior to the date of this AIF was \$0.435.

Trading Price and Volume of the Common Shares

The following sets forth the high and low market prices and the volume of the Common Shares traded on the TSXV for the fiscal year ended December 31, 2021 (stated in Canadian dollars):

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Price Range(1)

Month (2021) High \$ Low \$ Volume(2)
December \$0.75 \$0.54 3,234,922
November \$0.65 \$0.48 2,007,302
October \$0.55 \$0.45 1,784,439
September \$0.63 \$0.44 3,140,776
August \$0.64 \$0.51 2,146,545
July \$0.65 \$0.42 3,825,883
June \$0.78 \$0.60 2,305,784
May \$0.83 \$0.63 3,149,081
April \$0.71 \$0.61 2,349,248
March \$0.80 \$0.61 4,763,446
February \$0.97 \$0.62 8,488,670
January \$0.98 \$0.62 5,806,787
  • (1) Includes intra-day highs and lows.
  • (2) Total volume traded in the month.

Prior Sales

The following table sets forth certain information regarding the sale of securities of the Company that were issued during the fiscal year ended December 31, 2021, but not listed or quoted on a marketplace.

Date of Issue Number and Type of Securities Issue Price (\$)
March 25, 2021 2,675,000 Stock Options(1) 0.71
July 2, 2021 100,000 Stock Options(1) 0.71
January 7, 2021 15,000 Common Shares (2) 0.25
January 18, 2021 25,000 Common Shares (2) 0.25
March 29, 2021 25,000 Common Shares (2) 0.25
June 28, 2021 25,000 Common Shares (2) 0.25
July 27, 2021 225,000 Common Shares (2) 0.40
October 8, 2021 25,000 Common Shares (2) 0.25
  • (1) Options granted to certain directors, officers and employees of the Company pursuant to the Company's Stock Option Plan, exercisable for a term of five years.
  • (2) Shares issued pursuant to exercise of stock options under the Company's Stock Option Plan.

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER

Dolly Varden and Fury have entered into the Investor Rights Agreement pursuant to which Fury has agreed to not, sell or trade any of the 76,504,590 Common Shares to be issued to Fury on February 25, 2022 (the "Consideration Shares") until after the one-year anniversary thereof. Anytime after February 25, 2023, Fury is entitled to sell the Consideration Shares subject to certain volume limitations set out in the Investor Rights Agreement and so long as it provides Dolly Varden with the opportunity to arrange for preferred purchasers of such Consideration Shares for sale.

To the knowledge of the Company, the following table describes the number of Common Shares that are held in escrow or subject to contractual restrictions on transfer and the percentage of the Common Shares that number represents:

Designation of Class Number of Securities that are
Held in Escrow or Subject to a
Contractual Restriction on
Transfer
Percentage of Class(1)
Common Shares(2) 76,504,590 33.2%

Notes:

(1) Based on 230,612,954 Common Shares outstanding as of the date of this AIF

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DIRECTORS AND EXECUTIVE OFFICERS

The following table sets out the names and country and state or province of residence of the directors and executive officers of the Company, their present position(s) and offices with the Company, their principal occupations during the last five years and their holdings of Common Shares, as applicable, as at the date hereof.

The term of office of the directors expires annually at the time of the Company's annual shareholder meeting or until his or her successor is elected. The term of office of the Company's executive officers expires at the discretion of the Board.

Name, Jurisdiction of
Residence, and Present
Office Held
Since Number of Common
Shares Beneficially
Owned, Directly or
Indirectly, or Over
Which Control or
Direction Is Exercised
Principal Occupation During the Past Five
Years
Shawn Khunkhun(3)
British Columbia,
Canada
Director, President, and
CEO
February
18, 2020
Nil Corporate finance/mining executive. CEO and
director of Dolly Varden since February 2020
and CEO & director of StrikePoint Gold Inc.
since May 2013.
Darren Devine(1)(2)(4)
British Columbia,
Canada
Director and Chairman
August
25, 2016
150,000 Common
Shares
Principal of CDM Capital Partners (a firm that
provides corporate finance advisory services to
private and public companies).
James Sabala(1)(2)(4)(5)
Idaho, USA
Director
October
7, 2016
150,000 Common
Shares
Retired businessman; director of Thunder
Mountain Gold Inc.; and former CFO and
Senior VP of Hecla Mining Company.
Robert McLeod(2)(3)
British Columbia,
Canada
Director
February
18, 2020
40,000 Common Shares President, CEO and director of Blackwolf
Copper and Gold (a mineral resource
exploration company); past President, CEO
and Director of IDM Mining Ltd.
Forrester (Tim)
Clark(1)(4)(6)
Massachusetts, United
States
Director
February
25, 2022
Nil CEO & Director of Fury Gold Mines Ltd. (a
mineral resource exploration and development
company); Managing Director at BMO Capital
June 2014 to December 2020.
Michael Henrichsen(3)(6)
British Columbia,
Canada
Director
February
25, 2022
Nil Consulting geologist; SVP Exploration at Fury
Gold Mines Ltd. (a mineral resource
exploration and development company), Chief
Geologist at Torq Resources Inc., Chief
Geologist at Sombrero Resources Inc., Chief
Geologist at Tier One Metals Inc., Director,
President & Secretary at RV Mineral
Exploration Consulting Ltd
Ann Fehr
British Columbia,
Canada
CFO and Corporate
Secretary
March 1,
2020
Nil Consultant at Fehr & Associates (a registered
CPA accounting practice) , including holding a
part time CFO position for Dolly Varden Silver
Corporation since March 2020.

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Name, Jurisdiction of
Residence, and Present
Office Held
Since Number of Common
Shares Beneficially
Owned, Directly or
Indirectly, or Over
Which Control or
Direction Is Exercised
Principal Occupation During the Past Five
Years
Robert Van Egmond(3)
,
P.Geo
British Columbia,
Canada
VP, Exploration
January
1, 2017
Nil VP, Exploration (formerly Chief Geologist) at
Dolly Varden Silver Corporation

Notes:

  • (1) Member of the Audit Committee
  • (2) Member of the Nominating and Governance Committee
  • (3) Member of the ESG & Safety Committee
  • (4) Member of the Compensation Committee
  • (5) Nominated to the Board by Hecla pursuant to an Ancillary Rights Agreement between the Company and Hecla
  • (6) Nominated to the Board by Fury pursuant to the Investor Rights Agreement.

As at the date of this AIF, the Company's directors and executive officers as a group beneficially own, directly or indirectly, or exercise control or direction over an aggregate of 340,000 Common Shares, representing 0.15% of the issued and outstanding Common Shares.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Except as set forth below, to the knowledge of management, no director or executive officer of the Company is, as of the date of this AIF, or was, within the 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company that was the subject of a cease trade order, an order similar to a cease trade order or an order that denied the company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days, that was issued: (i) while such person was acting in that capacity; or (ii) after such person was acting in such capacity and which resulted from an event that occurred while that person was acting in such capacity.

Except as set forth below, to the knowledge of management, no director or executive officer of the Company, or shareholder holding a sufficient number of securities to affect materially the control of the Company is, as of the date of this AIF, or has been, within 10 years before the date hereof, a director or executive officer of any company that, while such 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.

To the knowledge of management, no director or executive officer of the Company, or shareholder holding a sufficient number of securities to affect materially the control of the Company has, within the 10 years before the date of this AIF, 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 director, executive officer or shareholder.

To the knowledge of management, no director or executive officer of the Company, or shareholder holding a sufficient number of securities to affect materially the control of the Company has been subject to 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 has been subject to 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.

The British Columbia Securities Commission, as principal regulator, issued a management cease trade order against Track X Holdings Inc., a Company of which Darren Devine was acting as a director, on January 29, 2020 in connection with the late filing of the company's financial statements, management's discussion and analysis and officer's certifications for the year ended September 30, 2019, the quarter

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ended December 31, 2019 and the quarter ended March 31, 2020. The management cease trade order was revoked on May 7, 2020 in connection with the completion of the filing of the financial statements.

The British Columbia Securities Commission, as principal regulator, issued a management cease trade order against Chakana Copper Corp., a Company of which Darren Devine was acting as directors, on October 1, 2019 in connection with the late filing of the company's annual financial statements, management's discussion and analysis and officer's certifications for the year ended May 31, 2019. The management cease trade order was revoked on November 19, 2019 in connection with the completion of the annual filings.

The British Columbia Securities Commission, as principal regulator, issued a management cease trade order against Aequus Pharmaceuticals Inc. a Company of which Ann Fehr was acting as an officer, on May 9, 2022 in connection with the late filing of the company's annual financial statements, management's discussion and analysis and officer's certifications for the year ended December 31, 2021. The annual filings were filed June 30, 2022, and the management cease trade order was revoked on July 7, 2022. The delayed filing resulted from late responses from an unrelated third party audit requests, which delayed its audit procedure.

On January 11, 2016, Arch Coal, Inc, a company of which Mr. Sabala was acting as director, and substantially all of its wholly owned domestic subsidiaries filed voluntary petitions for reorganization collectively under Chapter 11 of Title 11 of the U.S. Code in the United States Bankruptcy Court for the Eastern District of Missouri. On October 5, 2016, Arch Coal emerged from Chapter 11.

Conflicts of Interest

To the best of the Company's knowledge, except as otherwise noted in this AIF, there are no existing or potential conflicts of interest among the Company, its directors, officers, or other members of management of the Company except that certain of the directors, officers and other members of management serve as directors, officers and members of management of other public companies and therefore it is possible that a conflict may arise between their duties as a director, officer or member of management of such other companies and their duties as a director, officer or member of management of the Company.

The directors and officers of the Company are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and requiring disclosure by directors and officers of conflicts of interest and the Company will rely upon such laws in respect of any directors' or officers' conflicts of interest or in respect of any breaches of duty to any of its directors and officers. All such conflicts must be disclosed by such directors or officers in accordance with British Columbia corporate law.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

There are no legal proceedings or regulatory actions to which the Company is a party, or to which any of its projects are subject, nor are there any such proceedings known or contemplated, that are of a material nature.

AUDIT COMMITTEE INFORMATION

Audit Committee Charter

The charter of the Audit Committee is attached as Schedule "A" to this AIF.

Composition of the Audit Committee and Independence

The Audit Committee is composed of James Sabala (Chair), Darren Devine, and Tim Clark. Each of Messrs. Sabala, Devine and Clark are "independent" and all of the members of the Audit Committee are "financially literate" within the meanings ascribed thereto in NI 52-110.

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Relevant Education and Experience

Each of the members of the Audit Committee has had several years of experience as a senior executive and a member of the board of directors of significant business enterprises in which he has assumed substantial financial and operational responsibility. In the course of these duties, the members have gained a reasonable understanding of the accounting principles used by the Company; an ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; experience analysing and evaluating financial statements that present a breadth and level of complexity of issues that can reasonably be expected to be raised by the Company's financial statements, or experience actively supervising one or more individuals engaged in such activities; and an understanding of internal controls and procedures for financial reporting.

The following chart summarizes each of the Audit Committee member's relevant education and experience.

Member Independent/ Not
Independent
Financially Literate/ Not
Financially Literate
Relevant Education and Experience
James Sabala Independent Financially Literate Previously served as CFO for Hecla.
Darren Devine Independent Financially Literate Principal of CDM Capital Partners, a firm that
provides corporate finance advisory services
Tim Clark Independent Financially Literate Previously served as member of the Audit
Committee for Fury; holds MBA in finance and
accounting.

Reliance on Certain Exemptions

Since the commencement of the Company's most recently completed financial year, the Company has determined that it intends to continue to rely on the exemptions contained in Section 2.4 of NI 52-110. Section 2.4 providesan exemption from the requirement that the Audit Committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total amount of fees payable to the auditor in the fiscal year in which the non-audit services wereprovided. The Company has not relied, and does not intend to rely, on Part 8 of NI 52-110. Part 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

Under Section 5 (b)(c) and (d) of Form 51-110F2, the Company has not relied on any of the following exemptions:

  • (i) the exemption in subsection 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer),
  • (ii) the exemption in subsection 6.1.1(5) (Events Outside Control of Member), and
  • (iii) the exemption in subsection 6.1.1(6) (Death, Incapacity or Resignation).

Audit Committee Oversight

Since the commencement of the Company's most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

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Pre-Approval Policies and Procedures

The Company has a procedure to bring to the Audit Committee any requests in advance of the engagement of non-audit services. The Audit Committee will review the engagement of non-audit services as required if they will exceed 5% of the total fees payable to the auditor.

External Auditor Service Fees

The following table provides information about the fees billed to the Company, for professional services rendered by Davidson & Company LLP, Chartered Professional Accountants, during the financial years ended December 31, 2021 and 2020:

2021 2020
(\$) (\$)
Audit Fees(1) 30,000 30,000
Audit Related Fees(2) 0 0
Tax Fees(3) 0 0
All Other Fees(4) 409 366
Total:(5) 30,409 30,366

Notes:

  • (1) Audit fees were for professional services rendered by the Company's auditors for the audit of the Company's annual consolidated financial statements.
  • (2) Audit related fees were for services related to limited procedures performed by the Company's auditors related to interim reports as well as services provided in connection with statutory and regulatory filings.
  • (3) Tax fees are for tax compliance, tax advice and tax planning.
  • (4) All other fees for services performed by the Company's auditors.
  • (5) These fees only represent professional services rendered and do not include any out-of-pocket disbursements or fees associated with filings made on the Company's behalf. These additional costs are not material as compared to the total professional services fees for each year.

Exemption

The Company is relying on the exemption provided in Section 6.1 of NI 52-110 by virtue of the fact that it is a venture issuer. Section 6.1 exempts the Company from the requirements of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations) of NI 52-110 and allows for the short form of disclosure of audit committee procedures set out in Form 52-110F2 and disclosed in this AIF.

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Except as set out herein, no director or executive officer of the Company, and to the knowledge of Dolly Varden, no person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10 percent of the outstanding voting securities of Dolly Varden, and no associate or affiliate of the foregoing, has any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current financial year that has materially affected or is reasonably expected to materially affect Dolly Varden.

TRANSFER AGENTS AND REGISTRARS

The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc. at its principal office at 510 Burrard Street, 3rd Floor, Vancouver, BC, Canada, V6C 3B9.

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MATERIAL CONTRACTS

Except for contracts made in the ordinary course of business, the following are the only material contracts entered into by the Company since the beginning of the most recently completed financial year or before the beginning of the most recently completed financial year for any material contract that is still in effect:

  • Warrant Indenture between Dolly Varden and Computershare Trust Company of Canada ("Computershare Trust") dated August 21, 2020, by which Computershare Trust agrees to act as warrant agent for Dolly Varden's issuance of up to 7,983,198 Warrants (as defined therein).
  • Ancillary Rights Agreement between Dolly Varden and Hecla dated September 4, 2012, pursuant to which Hecla was granted certain nomination rights, pre-emptive rights and a right of first offer.
  • Share Purchase Agreement between the Company and Fury dated December 6, 2021, with respect to the acquisition by the Company of all the issued and outstanding shares of Homestake.
  • Investor Rights Agreement between the Company and Fury dated February 25, 2022, pursuant to which, among other things, Fury has the right to appoint up to two nominees to the Dolly Varden board provided it maintains ownership of a certain proportion of the issued and outstanding Common Shares.
  • The Agency Agreement among the Company and the Agents dated March 31, 2022 by which the parties agree to act as agents for Dolly Varden in respect to the Offering.

Material contracts not in the ordinary course of business are available under Dolly Varden's profile on the SEDAR website at www.sedar.com.

INTERESTS OF EXPERTS

Names of Experts

The current auditor of the Company is Davidson & Company LLP, Chartered Professional Accountants.

All scientific and technical information relating to the Dolly Varden Project contained in this AIF is solely derived from the Dolly Varden Project Report, prepared by Andrew J. Turner, B.Sc, P.Geol. and Steven J. Nicholls, BA.Sc., MAIG, each of whom is an independent "Qualified Person" as defined in NI 43-101.

All scientific and technical information relating to the Homestake Ridge Project contained in this AIF is solely derived from the Homestake Ridge Project Report, prepared by MineFill Services, Dr. David Stone, P.Eng., Andrew Turner, P.Geol., and Rachelle Hough, P.Geo., each of whom is an independent "Qualified Person" as defined in NI 43-101, are the Qualified Persons who certify the Homestake Ridge Project Report.

Interests of Experts

Davidson & Company LLP is independent of the Company within meaning of the Rules of Professional Conduct of the Institute of Chartered Professional Accountants of British Columbia.

To the knowledge of the Company, as of the date hereof, none of Andrew J. Turner, Steven J. Nicholls, MineFill Services, David Stone, Rachelle Hough nor any of their "designated professionals" as defined in NI 51-102, hold any beneficial interest in, directly or indirectly, Common Shares, or securities convertible into Common Shares, equal to or greater than one percent (1%) of the issued and outstanding Common Shares, nor any other property of the Company or any of its associates or affiliates.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found on SEDAR at www.sedar.com.

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Additional information, including directors' and officers' remuneration and indebtedness, principal holders of the Company's securities and securities authorized for issuance under equity compensation plans is contained in the Company's management proxy circular for the general and special meeting of its shareholders held on June 22, 2022.

Additional financial information is provided in the Company's audited financial statements and management discussion and analysis for the financial year ended December 31, 2021. Copies of the above referenced documents may be obtained upon request from the Company's head office or may be viewed under the Company's profile on SEDAR at www.sedar.com.

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SCHEDULE "A" Audit Committee Charter

Objectives

The Audit Committee will assist the Board of Directors in fulfilling its oversight responsibilities for:

    1. the financial reporting process;
    1. the system of internal control over financial reporting;
    1. the audit process;
    1. compliance with legal and regulatory requirements; and
    1. the processes for identifying, evaluating and managing the company's principal risks impacting financial reporting.

Membership

The Board of Directors shall appoint annually from among its members an Audit Committee to hold office for the ensuing year or until their successors are elected or appointed.

The Audit Committee shall be composed of at least three directors, and not more than five directors, at least a majority of whom shall be "independent" and "financially literate" (as such terms are defined in National Instrument 52-110 – Audit Committees).

The Board of Directors may from time to time designate one of the members of the Audit Committee to be the Committee Chair and, unless otherwise determined by the Board, the Secretary of the Corporation shall be the Secretary of the Audit Committee.

Meetings and Participation

The Audit Committee shall meet at least once per quarter, or more frequently as circumstances dictate. Any member of the Audit Committee or the external auditor may call a meeting of the Audit Committee. The auditors shall be entitled to attend all meetings and be heard thereat. Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials. The agenda will be set by the Audit Committee Chair in consultation with other members of the Audit Committee, the Board of Directors and senior management. No business may be transacted by the Audit Committee except at a meeting of its members at which a quorum of the Audit Committee is present. A quorum for meetings of the Audit Committee is a majority of its Members.

The Audit Committee shall keep minutes of its meetings in which shall be recorded all action taken by it, which minutes shall be approved by Audit Committee members and available as soon as possible to the Board of Directors.

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Duties, Powers, and Responsibilities

The Audit Committee is hereby delegated the following duties and powers, without limiting these duties and powers, the Audit Committee shall:

(a) Financial Reporting

  • Review and recommend for approval to the Board of Directors the annual Financial Statements and the annual MD&A.
  • Review the Annual Report, if prepared, for consistency with the financial disclosure referenced in the annual Financial Statements.
  • Be satisfied as to the adequacy of procedures in place for the review of the Corporation's public disclosure of financial information extracted or derived from annual or quarterly financial statements and periodically assess the adequacy of such procedures.
  • Review and approve quarterly financial statements and the quarterly MD&A.
  • Review significant issues affecting financial reports.
  • Review emerging IFRS developments and changes to accounting policies that could affect the financial disclosures of the Corporation.
  • Understand how management develops interim financial information and the nature and extent of external audit involvement.
  • In review of the annual and quarterly financial statements, discuss the quality of the Corporation's accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements.
  • Review and approve any earnings guidance to be provided by the Corporation.

(b) Internal and Disclosure Controls

  • Consider the effectiveness of the Corporation's internal controls over financial reporting and related information technology security and control.
  • Review and approve corporate signing authorities and modifications thereto.
  • Review with the auditors any issues or concerns related to any internal control systems in the process of the audit.
  • Review the plan and scope of the annual audit with respect to planned reliance and testing of controls and major points contained in the auditor's management letter resulting from control evaluation and testing.
  • Establish and maintain complaint procedures regarding accounting, internal accounting controls or auditing matters and the confidential anonymous submission by employees of concerns regarding questionable accounting or auditing matters. Such procedures are appended hereto as Appendix A.
  • Review with management, external auditors and legal counsel any material litigation claims or other contingencies, including tax assessments, and adequacy of financial provisions, that could materially affect financial reporting.

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  • Review with the Chief Executive Officer and the Chief Financial Officer the Corporation's disclosure controls and procedures, including any significant deficiencies in, or material noncompliance with, such controls and procedures.
  • Discuss with the Chief Executive Officer and the Chief Financial Officer all elements of certification required pursuant to National Instrument 52-109.
  • Approve all material related party transactions in advance; materiality is set at \$1 for such matters.

(c) External Audit

  • Oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report or performing such other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditor regarding financial reporting.
  • Review and approve the audit plans, scope and proposed audit fees.
  • Annually review the independence of the external auditors by receiving a report from the independent auditor detailing all relationships between them and the Corporation.
  • Discuss with the auditors the results of the audit, any changes in accounting policies or practices and their impact on the financials, as well as any items that might significantly impact financial results.
  • Receive a report from the auditors on critical accounting policies and practices to be used, all alternative treatments of financial information within IFRS that have been

discussed with management, including the ramifications of the use of such alternative treatments, and the treatment preferred by the auditor.

  • Receive an annual report from the auditors describing the audit firm's internal qualitycontrol procedures, and material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more audits carried out by the firm, and any steps taken to deal with any such issues.
  • Ensure regular rotation of the lead partner and reviewing partner.
  • Evaluate the performance of the external auditor and the lead partner annually.
  • Recommend to the Board of Directors: (i) the external auditor to be nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Corporation, and (ii) the compensation of the external auditor.
  • Separately meet with the auditors, apart from management, at least once a year.

(d) Non-Audit Services

Pre-approve all non-audit services to be provided to the Corporation or its subsidiary entities by the external auditor. Pre-approval may be granted by any one member of the Audit Committee. The preapproval requirement is waived with respect to the provision of non-audit services if: o The aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent

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of the total amount of fees paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided;

o Such services were not recognized by the Company at the time of the engagement to be nonaudit services; and

o Such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Committee. Provided pre-approval of the non-audit services is presented to the Committee's first scheduled meeting following such approval, such authority may be delegated by the Committee to one or more independent members of the Committee.

(e) Risk Management

  • Review and monitor the processes in place to identify and manage the principal risks that could impact the financial reporting of the Corporation.
  • Ensure that Directors and Officers insurance is in place.
  • Review and approve corporate investment policies.
  • Assess, as part of its internal controls responsibility, the effectiveness of the over-all process for identifying principal business risks and report thereon to the Board of Directors.

(f) Other Responsibilities and Matters

  • Report through its Chair to the Board of Directors following meetings of the Audit Committee.
  • Review annually the adequacy of the Charter and confirm that all responsibilities have been carried out.
  • Evaluate the Audit Committee's and individual member's performance on a regular basis and report annually to the Board the result of its annual self-assessment.
  • Review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Corporation.
  • Discuss the Corporation's compliance with tax and financial reporting laws and regulation, if and when issues arise.
  • Establish and maintain complaint procedures for the confidential anonymous submission of concerns regarding any questionable Corporate matters.

Authority

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The Audit Committee has the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties and to set and pay the compensation for any advisors employed by the Audit Committee at the cost of the Corporation without obtaining approval of the Board of Directors, based on its sole judgment and discretion. The Audit Committee has the authority to communicate directly with the internal and external auditors of the Corporation.

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Appendix A - To Audit Committee Charter

Procedures for the Submission of Complaints or Concerns Regarding Accounting, Internal Accounting Controls or Auditing Matters

    1. The Corporation shall forward to the Audit Committee of the Board of Directors any complaints that it has received regarding accounting, internal accounting controls, or auditing matters.
    1. Any employee of the Corporation may submit, on a confidential, anonymous basis if the employee so desires, any concerns by sending such concerns in writing and forwarding them in a sealed envelope to:

Attention: Chair of the Audit Committee

Dolly Varden Silver Corporation Suite 1130 – 1055 W Hastings Street

Vancouver, British Columbia, V6E 2E9

The envelope is to be clearly marked, "To be opened by the Audit Committee only."

Any such envelopes shall be forwarded promptly to the Chair of the Audit Committee.

    1. Contact information including a phone number and e-mail address shall be published for the Chair of the Audit Committee on the Corporation's website for those people wishing to contact the Chair directly.
    1. At each of its meetings following the receipt of any information pursuant to this Appendix, the Audit Committee shall review and consider any such complaints or concerns and take any action that it deems appropriate in the circumstances.
    1. The Audit Committee shall retain any such complaints or concerns along with the material gathered to support its actions for a period of no less than seven years. Such records will be held on behalf of the Audit Committee by the Audit Committee Secretary.
  • Appendix A shall appear on the Corporation's website as part of this Charter.

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