TIER ONE SILVER INC.

Suite 1630 – 1177 West Hastings Street Vancouver, British Columbia V6E 2K3 Telephone No.: (778) 729-0600 Fax No.: (778) 729-0650 Email: [email protected]

INFORMATION CIRCULAR as at June 13, 2023 (except as otherwise indicated)

This Information Circular ("Circular") is furnished in connection with the solicitation of proxies by the management of Tier One Silver Inc. for use at the annual general meeting (the "Meeting") of its holders ("Shareholders") of Common Shares (defined herein) to be held on August 2, 2023 at the time and place and for the purposes set forth in the accompanying notice of meeting ("Notice of Meeting").

In this Circular, references to "the Company", "we", "our" and "Tier One" refer to Tier One Silver Inc. and its subsidiaries, unless the context clearly indicates otherwise. "Common Shares" means common shares without par value in the capital of the Company. "Beneficial Shareholders" means voting shareholders who do not hold Common Shares in their own name (the shares are actually registered in the name of their banks or brokers) and "intermediaries" refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders. All dollar amounts in this Circular are expressed in Canadian dollars unless otherwise indicated.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, subject to the use of Notice-and-Access Provisions (as defined below) in relation to the delivery of the Circular, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. The Company will bear all costs of this solicitation. We have arranged for intermediaries to forward the meeting materials to beneficial owners of the Common Shares held of record by those intermediaries and we will reimburse the intermediaries for their reasonable fees and disbursements in that regard.

Notice-and-Access (Circular is Online, Notice is by Ordinary Mail)

Notice-and-Access means provisions ("Notice-and-Access Provisions") concerning the delivery of proxyrelated materials to Shareholders found in section 9.1.1. of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102"), in the case of Registered Shareholders, and section 2.7.1 of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54- 101"), in the case of Beneficial ("Non-Registered") Shareholders, which allow an issuer to deliver an information circular forming part of proxy-related materials to Shareholders via certain specified electronic means provided that the conditions of NI 51-102 and NI 54-101 are met.

Notice-and-Access Provisions are a mechanism which allows reporting issuers other than investment funds to choose to deliver proxy-related materials to registered holders and beneficial owners of securities by posting such materials on a non-SEDAR website (usually the reporting issuer's website and sometimes the transfer agent's website) rather than delivering such materials by mail. Notice-and-Access Provisions can be used to deliver materials for both special and general meetings. Reporting issuers may still choose to

continue to deliver such materials by mail, and beneficial owners are entitled to request delivery of a paper copy of the Circular at the reporting issuer's expense.

Use of Notice-and-Access Provisions reduces paper waste and mailing costs to the Company. To utilize Notice-and-Access Provisions to deliver proxy-related materials by posting an issuer's information circular (and if applicable, other materials) electronically on a website that is not SEDAR, the Company must send a notice to Shareholders, including Non-Registered Shareholders, indicating that the proxy-related materials have been posted on a website and explain how a Shareholder can access them or obtain from the Company, a paper copy of the information circular. This Circular has been posted in full on the Company's website at https://www.tieronesilver.com/investors/agm-materials/ and is also available for viewing under the Company's SEDAR profile at https://www.sedar.com/.

In order to use Notice-and-Access Provisions, a reporting issuer must set the record date for notice of the meeting to be on a date that is at least 40 days prior to the meeting in order to ensure there is sufficient time for the Circular to be posted on the applicable website and other materials to be delivered to Shareholders. The requirements of that notice, which require the Company to provide basic information about the Meeting and the matters to be voted on, explain how a Shareholder can obtain a paper copy of the Circular and any related financial statements and management's discussion & analysis ("MD&A"), and explain the Noticeand-Access Provisions process, have been built into the Notice of Meeting. The Notice of Meeting has been delivered to Shareholders by the Company, along with the applicable voting document (a form of proxy in the case of Registered Shareholders or a voting instruction form in the case of Non-Registered Holders).

The Company will not rely upon the use of 'stratification'. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of its information circular with the notice to be provided to Shareholders as described above. In relation to the Meeting, all Shareholders will receive the required documentation under the Notice-and-Access Provisions and all documents required to vote in respect of all matters to be voted on at the Meeting. No Shareholder will receive a paper copy of the Circular from the Company or any intermediary unless such Shareholder specifically requests the same.

This Circular is available for review at https://www.tieronesilver.com/investors/agm-materials/, being the website address to the Company's AGM page. Any Shareholder who wishes to obtain a paper copy of the Circular, should contact the Company at Suite 1630, 1177 West Hastings Street, Vancouver, British Columbia, V6E 2K3, or call Toll Free: 1-800-863-8655 or Tel: 778-729-0600, or by request by fax: 778-729-0650. A Shareholder may also use the toll-free number noted above to obtain additional information about Notice-and-Access Provisions. To ensure that a paper copy of the Circular can be delivered to a requesting Shareholder in time for them to review the Circular and return a proxy or voting instruction form prior to the Proxy Deadline, it is strongly suggested such Shareholder's request is received by the Company no later than July 19, 2023.

In accordance with the requirements of NI 54-101, the Company distributes copies of the Notice of Meeting and the form of proxy (collectively, the "Notice Package") to the depository and intermediaries for onward distribution to Beneficial Shareholders. The Company does not send the Notice Package directly to Beneficial (Non-Registered) Shareholders. Intermediaries are required to forward the Notice Package to all Beneficial Shareholders for whom they hold Common Shares unless such Beneficial Shareholders have waived the right to receive them.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy (the "Proxy") are officers and/or directors of the Company. If you are a Shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the Proxy, who need not be a

Shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy.

Voting by Proxyholder

The persons named in the Proxy will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

(a) each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors;
(b) any amendment to or variation of any matter identified therein; and
(c) any other matter that properly comes before the Meeting.

In respect of a matter for which a choice is not specified in the Proxy, the management appointee acting as a proxyholder will vote in favour of each matter identified in the Proxy and, if applicable, for the nominees of management for directors and auditors as identified in the Proxy.

Registered Shareholders

Registered Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered Shareholders who wish to submit a proxy may choose one of the following voting options:

(a) complete, date and sign the Proxy and return it to Computershare Investor Services Inc. ("Computershare"), by fax within North America at 1-866-249-7775, outside North America at (416) 263-9524, or by mail to the 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1 or by hand delivery at 3rd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9; or
(b) use a touch-tone phone to transmit voting choices to the toll-free number given in the Proxy. Registered Shareholders who choose this option must follow the instructions of the voice response system and refer to the enclosed proxy form for the toll-free number and the holder's 15-digit control number; or
(c) via the internet at Computershare's website, www.investorvote.com. Registered Shareholders must follow the instructions provided and refer to the enclosed proxy form for the holder's 15-digit control number.

In any case, Registered Shareholders must ensure the proxy is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting or the adjournment thereof. Failure to complete or deposit a proxy properly may result in its invalidation. The time limit for the deposit of proxies may be waived by the Company's board of directors (the "Board") at the discretion of the Board without notice.

Beneficial Shareholders

The following information is of significant importance to Shareholders who do not hold Common Shares in their own name. Beneficial Shareholders (or Non-Registered Shareholders) should note the only proxies that can be recognized and acted upon at the Meeting are those deposited by Registered

Shareholders (those whose names appear on the records of the Company as the registered holders of Common Shares) or as set out in the following disclosure.

If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares are not registered in the Shareholder's name on the records of the Company. Such Common Shares will more likely be registered under the names of intermediaries. In Canada the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms), and in the United States, under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of meetings of shareholders. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

There are two kinds of Beneficial Shareholders: Non-Objecting Beneficial Owners ("NOBOs") who do not object to the issuers of the securities they own knowing who they are; or Objecting Beneficial Owners ("OBOs") who object to their name being disclosed to the issuers of securities they own. The Notice Package with information on how to access proxy solicitation materials related to the Meeting is being mailed to all registered holders and all NOBOs. Broadridge Financial Solutions, Inc. ("Broadridge") will complete the mailing to all NOBO holders. As a result, NOBOs can expect to receive a scannable Voting Instruction Form ("VIF") from Broadridge. The VIF is to be completed and returned to Broadridge as set out in the instructions provided on the VIF. Broadridge will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the Common Shares represented by the VIFs they receive.

If you received a VIF, please return your VIF as specified in the request for voting instructions that was sent to you.

These securityholder materials are being sent to both registered and non-registered owners of the securities of the Company utilizing Notice-and-Access Provisions. If you are a non-registered owner, and the Company or its agent sent the securityholder materials directly to you, your name, address and information about your holdings of securities, were obtained in accordance with applicable securities regulatory requirements from the intermediary holding securities on your behalf.

Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure their Common Shares are voted at the Meeting.

The form of proxy supplied to you by your broker will be similar to the Proxy provided to Registered Shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote your Common Shares on your behalf. Most brokers delegate responsibility for obtaining instructions from clients to Broadridge in Canada and in the United States. Broadridge mails a VIF in lieu of a proxy provided by the Company. The VIF will name the same persons as the Company's Proxy to represent your Common Shares at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), other than any of the persons designated in the VIF, to represent your Common Shares at the Meeting and that person may be you. To exercise this right, insert the name of your desired representative (which may be you) in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge in accordance with Broadridge's instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions with respect to voting of the Common Shares to be represented at the Meeting and the appointment of any shareholder's representative. If you received a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in

accordance with its instructions, well in advance of the Meeting in order to have your Common Shares voted, or to have an alternate representative duly appointed to attend the Meeting and vote your Common Shares at the Meeting.

Notice to Shareholders in the United States

This solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of the Province of British Columbia, Canada and the securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the Business Corporations Act (British Columbia) (the "BCA"), as amended, certain of its directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a Registered Shareholder who has given a proxy may revoke it by:

(a) executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the Registered Shareholder or the Registered Shareholder's authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to Computershare or at the address of the registered office of the Company at 1500 Royal Centre, 1055 West Georgia Street, P. O. Box 11117, Vancouver, British Columbia, V6E 4N7, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law; or
(b) personally attending the Meeting and voting the Registered Shareholder's Common Shares.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

No director or executive officer of the Company, or any person who has held such a position since the beginning of the last completed financial year of the Company, nor any nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors and the resolution to continue the Company's share option plan in which such persons may participate.

FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company for the years ended December 31, 2022 and 2021, together with the auditor's report thereon and related MD&A will be tabled at the Meeting. These documents, which have been filed with the securities commissions or similar regulatory authority in all Provinces and Territories of Canada at https://www.sedar.com/ are incorporated by reference into this Circular.

Copies of documents incorporated herein by reference may also be obtained by a Shareholder upon request without charge from the Company's Corporate Secretary at Suite 1630, 1177 West Hastings Street, Vancouver, BC, V6E 2K3, Tel: (778) 729-0600, or toll free: 1-800-863-8655 or Fax: (778) 729-0650.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Board has fixed June 13, 2023 as the record date (the "Record Date") for determining persons entitled to receive notice of the Meeting. Only Shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

The Common Shares of the Company are listed for trading on the TSX Venture Exchange (the "TSXV") under the stock symbol "TSLV". The Company is authorized to issue an unlimited number of Common Shares without par value. As of the Record Date, there were 150,094,923 Common Shares issued and outstanding, each carrying the right to one vote. No group of shareholders has the right to elect a specified number of directors, nor is there cumulative or similar voting rights attached to the Common Shares.

To the knowledge of the directors and executive officers of the Company, there were no persons or corporations that beneficially owned, directly or indirectly, or exercised control or direction over, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Company as at the Record Date.

VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein. See "Election of Directors", "Appointment of Auditor" and the continuation of the rolling share option plan ("Particulars of Matters to be Acted Upon"). If there are more nominees for election as directors or for appointment of the Company's auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation.

ELECTION OF DIRECTORS

The Board has fixed the number of directors to be elected to the Board at seven (7). Unless a director's office is vacated earlier in accordance with the provisions of the BCA, each director elected will hold office until the conclusion of the next annual general meeting of the Company, or if no director is then elected, until a successor is elected.

Advance Notice Provision

On October 8, 2020, the Shareholders of the Company approved an alteration to the Company's Articles for the purpose of adopting advance notice provisions (the "Advance Notice Provision"). The Advance Notice Provision provides for advance notice to the Company in circumstances where nominations of persons for election to the Board are made by Shareholders of the Company other than pursuant to: (i) a requisition of a meeting made pursuant to the provisions of the BCA; or (ii) a shareholder proposal made pursuant to the provisions of the BCA.

The purpose of the Advance Notice Provision is to foster a variety of interests of the Shareholders and the Company by ensuring that all Shareholders, including those participating in a meeting by proxy rather than in person, receive adequate notice of the nominations to be considered at a Shareholder meeting and can thereby exercise their voting rights in an informed manner. Among other things, the Advance Notice Provision fixes a deadline by which holders of Common Shares must submit director nominations to the Company prior to any annual or special meeting of Shareholders and it sets forth the minimum information that a Shareholder must include in the notice to the Company for the notice to be in proper written form.

The Advance Notice Provision also requires all proposed director nominees to deliver a written representation and agreement that such candidate for nomination, if elected as a director of the Company, will comply with all applicable corporate governance, conflict of interest, confidentiality, share ownership, majority voting and insider trading policies and other policies and guidelines of the Company applicable to directors and in effect during such person's term in office as a director.

The foregoing is merely a summary of the Advance Notice Provision, is not comprehensive and is qualified by the full text of such provision, which is available in section 14.12 of the Company's Articles filed on October 13, 2020 under the Company's SEDAR profile at https://www.sedar.com/.

Director Nominees

The following disclosure sets out the names of management's nominees for election as director, all major offices and positions with the Company and any of its significant affiliates each now holds, each nominee's principal occupation, business or employment (for the five preceding years for any new director nominees), the period of time during which each nominee has been a director of the Company and the number of securities of the Company beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at the Record Date. The information as to securities beneficially owned or controlled has been furnished by the respective nominees.

Peter DembickiPresident, ChiefExecutive Officer("CEO") and DirectorBritish Columbia,CanadaDirector Since: January1, 2021	Mr. Dembicki serves as CEO, President and Director of the Company. Mr.Dembicki brings over 10 years of corporate finance and wealth managementexperience; dealing with high-net-worth individuals, corporations andinstitutional clientele. As a member of Canaccord Genuity Corp., he structuredand oversaw numerous multi-million dollar private, public and bought dealfinancings in the mining and natural resource sectors. Mr. Dembicki'sindustry designations include: Canadian Securities Course (CSC), ConductandPractices(CPH),andWealthManagementEssentials(WME).Throughout his tenure at Canaccord, he continuously added to his complianceand education credits, positioning himself above the industry standards ofcontinuing education. Mr. Dembicki is a Graduate of the University ofWashington in Seattle, with a degree in Communications.
	Board Committee Membership

Peter DembickiPresident, ChiefExecutive Officer("CEO") and DirectorBritish Columbia,CanadaDirector Since: January1, 2021

Mr. Dembicki serves as CEO, President and Director of the Company. Mr.Dembicki brings over 10 years of corporate finance and wealth managementexperience; dealing with high-net-worth individuals, corporations andinstitutional clientele. As a member of Canaccord Genuity Corp., he structuredand oversaw numerous multi-million dollar private, public and bought dealfinancings in the mining and natural resource sectors. Mr. Dembicki'sindustry designations include: Canadian Securities Course (CSC), ConductandPractices(CPH),andWealthManagementEssentials(WME).Throughout his tenure at Canaccord, he continuously added to his complianceand education credits, positioning himself above the industry standards ofcontinuing education. Mr. Dembicki is a Graduate of the University ofWashington in Seattle, with a degree in Communications.

Board Committee Membership

None
Securities Beneficially Owned or Controlled or Directed
Common Shares (#)Options (#)Warrants (#)
47,000	1,000,000	22,000

Ivan James BebekChair and DirectorBritish Columbia,CanadaDirector Since: July 23,2020		Mr. Bebek has over 20 years of
	Board Committee Membership
	None
Securities Beneficially Owned or Controlled or Directed
Common Shares (#)Options (#)		Warrants (#)
5,260,000	700,000N/A

Antonio ArribasDirectorTexas, USADirector Since: October9, 2020		Mr. Arribas serves as a Director of the Company. Mr. Arribas holds a BA andMSc in Geology from the Universidad de Salamanca and a PhD from theUniversity of Michigan. He is a world-renowned expert on Au-Cu-Agdeposits with over 20 years of experience in the mineral exploration industryacross multiple companies and geographic regions. Mr. Arribas has held avariety of positions including Vice President Geoscience at BHP BillitonMinerals Exploration in Singapore (2013), Senior Manager Geosciences atNewmont Mining Corp. in Denver, Colorado (2012), and ExplorationManager South America at Placer Dome Exploration in Reno, Nevada (2006).Mr. Arribas is a Professor in Economic Geology and holder of the Kenneth F.and Patricia Clark Distinguished Chair at the University of Texas at El Paso.In 2013, Mr. Arribas served as President of the Society of EconomicGeologists, Inc. (SEG), where he continues to be a member. Mr. Arribascurrently serves as a Director of Coppernico Metals IncBoard Committee Membership

	None
Securities Beneficially Owned or Controlled or Directed
Common Shares (#)	Options (#)Warrants (#)
26,100	200,000N/A

Steve CookDirectorBritish Columbia,CanadaDirector Since: October9, 2020
	Board Committee MembershipAudit Committee (Chair)Nomination, Governance and Compensation Committee

Securities Beneficially Owned or Controlled or Directed
Common Shares (#)Options (#)		Warrants (#)
1,199,074200,000		50,000

Jeffrey MasonDirectorBritish Columbia,CanadaDirector Since: October9, 2020	Mr. Mason serves as a Director of the Company. Mr. Mason is a CharteredProfessional Accountant ("CPA") and holds an Institute of CorporateDirectors, Director designation ("ICD.D"). He has extensive experience in theexploration, development, construction and operation of precious and basemetals projects in the Americas, Asia and Africa, including 15 years as aPrincipal, Board Director, and CFO for the Hunter Dickinson Inc. group ofcompanies. Mr. Mason began his career with Deloitte LLP as a CPA, followedby six years at Barrick Gold Corporation. Overall, Mr. Mason has served asCEO, CFO, Corporate Secretary and Board Director for over 20 publiccompanies listed on the TSX, TSXV, NYSE American and NASDAQ. Mostrecently, Mr. Mason was the Chair of the board and Interim CEO of GreatPanther Mining. Mr. Mason currently serves as Chair of the Board and aDirector of Wildpack Beverage Inc., and currently serves as a Director of FuryGold Mines Limited, Torq Resources Inc., and Coppernico Metals Inc
	Board Committee Membership
	Nomination, Governance and Compensation Committee (Chair)
Securities Beneficially Owned or Controlled or Directed
Common Shares (#)	Options (#)Warrants (#)
1,428,000	200,000221,000

Christina StrashekDirectorBritish Columbia,CanadaDirector Since: June21, 2021	Ms. Strashek serves as a Director of the Company. Ms. Strashek is a financeprofessional with 15 years of diversified capital markets experience, includingbuy-side and sell-side equity research and syndication. She is currently theDirector of Research at Tegus Inc. Ms. Strashek has a demonstrated aptitudefor company and industry analysis, as well as financial modeling, forecastingand valuation. Ms. Strashek has a CFA designation and an established historyof working in the investment management industry.Board Committee MembershipAudit Committee


Securities Beneficially Owned or Controlled or Directed
	Common Shares (#)Options (#)Warrants (#)
250	200,000N/A

Paul SunDirectorOntario, CanadaDirector Since: October9, 2020		Mr. Sun serves as a Director of the Company. Mr. Sun is a capital marketsprofessional and trained mining engineer with over 20 years of experience. Hehas held senior roles at investment banks including Scotia Capital, DesjardinsCapital Markets and Beacon Securities Inc., providing financial solutions fora range of companies from small start-ups to billion-dollar market-caporganizations. Mr. Sun has also held project and senior operationsmanagement positions at a number of private and publicly traded companiesand has built an extensive investor network. Mr. Sun acquired his Bachelor ofApplied Science and Engineering from the University of Toronto and hisMaster of Business Administration from the Schulich School of Business. Healso holds the Professional Engineer and Certified Financial Analystdesignations. Mr. Sun currently serves as CEO and Director of Eminent GoldCorp. and as CFO of Draganfly Inc.
		Board Committee Membership
		Audit CommitteeNomination, Governance and Compensation Committee
Securities Beneficially Owned or Controlled or Directed
Common Shares (#)		Options (#)	Warrants (#)
N/A	200,000N/A

None of the proposed nominees for election as a director of the Company are proposed for election pursuant to an arrangement or understanding between the nominee and any other person, except the directors and senior officers of the Company acting solely in such capacity.

Cease Trade Orders, Bankruptcy, Penalties and Sanctions

Except as set out below, no proposed director is, at the date of this Circular, or has been, within 10 years before the date of this Circular, a director, CEO or chief financial officer ("CFO") of any company (including the Company in respect of which this Circular is prepared) that:

(a) was subject to an order that was issued while the proposed director was acting in the capacity as director, CEO or CFO; or
(b) was subject to an order that was issued after the proposed director ceased to be a director, CEO or CFO and which resulted from an event that occurred while that person was acting in the capacity as director, CEO or CFO;
(c) while that 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; or has 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 proposed director;
(d) was 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
(e) was subject to any other penalties or sanctions imposed by a court or a regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Jeffrey R. Mason was a director from March 2015 to February 2017 of the online shoe retailer Shoes.com Technologies Inc., a private British Columbia company placed into receivership in February 2017. Mr. Mason resigned as interim CFO and director of the Shoes Private Companies in February 2017. Mr. Mason was a director of Red Eagle Mining Company, a TSX-listed company, from January 1, 2010, until his resignation on June 22, 2018. Red Eagle became bankrupt within a year of his departure.

APPOINTMENT OF AUDITOR

Deloitte LLP, Chartered Professional Accountants ("Deloitte"), 939 Granville Street, Vancouver, British Columbia, will be nominated at the Meeting for reappointment as auditor of the Company for the ensuing year. Pursuant to the Articles of the Company, the Board is authorized to set the auditor's remuneration. Deloitte has been auditor of the Company since August 28, 2020. Deloitte is independent with respect to the Company within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

National Instrument 52-110 – Audit Committees ("NI 52-110") of the Canadian Securities Administrators requires the Company, as a venture issuer, to disclose annually in its information circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor. Such disclosure is set forth below.

The Audit Committee's Charter

The Audit Committee has a charter (the "Audit Committee Charter"), which was approved by the Board on January 7, 2021, filed on SEDAR on June 4, 2021, and most recently reviewed by the Board on May 25, 2023. A copy of the Audit Committee Charter may be viewed on the Company's website at https://www.tieronesilver.com/company/corporate-governance/, and is also attached hereto as Schedule A.

Audit Committee Composition and Relevant Education and Experience

The Audit Committee currently consists of Steve Cook (Chairperson), Christina Strashek and Paul Sun, all of whom are independent members of the Audit Committee and are considered to be financially literate.

All of the Audit Committee members are experienced business professionals with experience in financial matters; each has a broad understanding of accounting principles used to prepare financial statements and varied experience as to general application of such accounting principles, as well as the internal controls and procedures necessary for financial reporting garnered from working in their individual fields of endeavour. In addition, each member of the Audit Committee has knowledge of the role of an audit committee in the realm of reporting companies.

Set out below is a description of the education and experience of each member of the Audit Committee that is relevant to the performance of their responsibilities as an Audit Committee member.

Steve Cook	Mr. Cook is a semi-retired tax lawyer with many years of financial experience andservice on audit committees.
ChristinaStrashek	Ms. Strashek is a finance professional with 15 years of diversified capital marketsexperience and holds a CFA designation.
Paul Sun	Mr. Sun is a corporate banker with many years of financial experience andexperience serving on audit committees.

Audit Committee Oversight

The Audit Committee has not made any recommendations to the Board to nominate or compensate any auditor other than Deloitte.

Non-Audit Services

The Company's auditor, Deloitte, has not provided any material non-audit services.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services, which are set out in the Audit Committee Charter.

Relationship with Auditor and External Auditor Service Fees

The Audit Committee considers its relationship with the Auditors to be good and there have been no disagreements. The Audit Committee has reviewed the non-audit tax services provided by Deloitte to the Company and is of the view that auditor independence has not been compromised as a consequence of such fees. Fees incurred with Deloitte for audit and non-audit services in the most recently completed financial year are as disclosed in the following table.

Nature of Services	Fees Paid and/or Accrued forDeloitte services providedduring the Year endedDecember 31, 2022	Fees Paid and/or Accrued forDeloitte services providedduring the Year endedDecember 31, 2021
Audit Fees(1)	$181,750	$151,000
Audit Related Fees	-	-
Tax Fees(2)	$3,839	$3,775
All Other Fees	-	-
Total	$185,589	$154,775

(1) "Audit Fees" include fees necessary to perform the annual audit and quarterly reviews of the Company's consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

(2) "Tax Fees" include fees for all tax services other than those included in "Audit Fees" and "Audit-Related Fees". This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

CORPORATE GOVERNANCE

Board Mandate

The Board has a formal mandate as outlined in the Company's corporate governance material, which can be accessed on the Company's website https://www.tieronesilver.com/company/corporate-governance/ (the "Corporate Governance Material"). The Corporate Governance Material contains the Board Guidelines document which mandate the Board to: (i) assume responsibility for the overall stewardship and development of the Company and monitoring of its business decisions, (ii) identify the principal risks and opportunities of the Company's business and ensure the implementation of appropriate systems to manage these risks, (iii) oversee ethical management and succession planning, including appointing, training and monitoring of senior management and directors, and (iv) oversee the integrity of the Company's internal financial controls and management information systems. The Corporate Governance Material includes written charters for each committee, a Code of Business Conduct and Ethics, policies dealing with issuance of news releases and disclosure documents, as well as share trading black-out periods. Further, in the Board Guidelines the Board encourages but does not require continuing education for all the Company's directors. A copy of the Corporate Governance Material is available prior to the Meeting upon request by contacting the Company directly at telephone: (778) 729-0600 or fax: (778) 729-0650 or via email to: [email protected].

Composition of the Board

Applicable governance policies require that a listed issuer's board of directors determine the status of each director as independent or not, based upon each director's interest in or other relationship with the Company. Applicable governance policies recommend that a board of directors be constituted with a majority of directors who qualify as independent directors (as defined below). A board of directors should

also examine its size with a view to determining the impact of the number of directors upon the effectiveness of the board of directors, and the board of directors should implement a system which enables an individual director to engage an outside advisor at the expense of the corporation in appropriate circumstances. The Company's policies allow for retention of independent advisors for members of the Board when they consider it advisable.

Under the policies, an "independent" director is one who "has no direct or indirect material relationship" with the Company. Generally speaking, a director is independent if he or she is free from any employment, business or other relationship which could, or could reasonably be expected to, materially interfere with the exercise of the director's independent judgment. A material relationship includes having been (or having a family member who has been) within the last three years, an employee or executive of the Company or employed by the Company's external auditor. Any individual who (or whose family members or partners) received directly or indirectly, any consulting, advisory, accounting or legal fee or investment banking compensation from the Company (other than compensation for acting as a director or as a part time chair or vice-chair) is deemed to have a material relationship with the Company.

The Board has proposed seven nominees for election to the office of director, of whom five of the nominees are considered to be "independent". The "independent" nominees are Antonio Arribas, Steve Cook, Jeffrey Mason, Christina Strashek and Paul Sun. These nominees will, if elected, be considered independent by virtue of their not being executive officers of the Company and having received no compensation other than in their role as directors. The non-independent directors (and the reasons for that status) are: Peter Dembicki, President and CEO of the Company; and Ivan Bebek, who was within the last three years, Executive Chair of the Company's former parent company, Auryn Resources Inc. (now Fury Gold Mines Limited) until the Company was spun out and management was reappointed on October 9, 2020.

The Board has a Nomination, Governance and Compensation Committee (the "NGC Committee") (see Nomination, Governance and Compensation Committee below) that formalizes the process of ensuring the Company has high calibre directors and proper director succession planning. The NGC Committee has considered and recommended re-election of the current directors listed above.

The Board monitors activities of senior management through regular meetings and discussions among the Board and between the Board and senior management. The Board is of the view that its communication policy between senior management, members of the Board and shareholders is good. The Board is satisfied with the integrity of the Company's internal control and financial management information systems.

Other Directorships

Name of Director	Name of Reporting Issuer	Exchange Listed
Ivan Bebek	Coppernico Metals Inc.	N/A
Antonio Arribas	Coppernico Metals Inc.	N/A
Steve Cook	Fury Gold Mines Limited	TSX, NYSE
	Coppernico Metals Inc.	N/A
	Torq Resources Inc.	TSXV
Jeffrey Mason	Fury Gold Mines Limited	TSX, NYSE
	Torq Resources Inc.	TSXV
	Coppernico Metals Inc.	N/A
	Wildpack Beverage Inc.	TSXV

The directors are currently serving on other boards of reporting companies (or equivalent) as set out below:

Name of Director	Name of Reporting Issuer	Exchange Listed
Paul Sun	Eminent Gold Corporation	TSXV

Committees of the Board

Applicable regulatory governance policies require that (i) committees of the Board be composed of at least a majority of independent directors, (ii) the Board expressly assumes responsibility, or assigns responsibility to a committee of directors for the development of the Company's approach to governance issues, (iii) the Board's audit committee be composed of a majority of independent directors, and the role of the audit committee be specifically defined and must include the responsibility to oversee management's system of internal controls, (iv) the audit committee has direct access to the Company's external auditor, and (v) the Board appoint a committee, composed of a majority of independent directors, responsible for proposing new nominees to the Board and for assessing directors on an ongoing basis.

Audit Committee

The primary responsibility of the Audit Committee is that of oversight of the financial reporting process on behalf of the Board. This includes oversight responsibility for financial reporting and continuous disclosure, oversight of external audit activities, oversight of financial risk and financial management control, and oversight responsibility for compliance with tax and securities laws and regulations as well as whistle blowing procedures. The Audit Committee is also responsible for the other matters as set out in the Charter of the Audit Committee and/or such other matters as may be directed by the Board from time to time. The Audit Committee should exercise continuous oversight of developments in these areas. For other information related to the Audit Committee, including its current members, see Audit Committee and Relationship with Auditor above.

Nomination, Governance & Compensation Committee

The NGC Committee currently consists of Jeffrey Mason (Chairperson), Steve Cook and Paul Sun, all of whom are independent directors. The NGC Committee Charters, which consist of the Nomination and Governance Committee Charter and the Compensation Committee Charter, are included in the Corporate Governance Material available on the Company's website.

The NGC Committee is responsible for identifying new candidates for election to the Board, for developing and recommending to the Board the Company's approach to corporate governance, and for assisting members of the Board in carrying out their duties. The NGC Committee also reviews all new and modified rules and policies applicable to governance of listed corporations to assure that the Company remains in full compliance with such requirements as are applicable to the Company.

In conducting its nominating function, the NGC Committee evaluates and recommends to the Board the size of the Board and certain persons as nominees for the position of director of the Company. The Company has formal procedures for assessing the effectiveness of Board committees as well as the Board as a whole. This function is carried out at least annually under the direction of the NGC Committee and those assessments are then provided to the Board.

In conducting its compensation function, the NGC Committee will review, on an annual basis, the cash compensation, performance and overall compensation package of each officer, including the NEOs. It then submits to the Board recommendations with respect to basic salary, bonus and participation in share compensation arrangements for such individuals. In considering officers other than the CEO, the NGC Committee takes into account the recommendation of the CEO.

The Company does not have a formal compensation program with sets benchmarks, however, the Company does have a compensation program, which seeks to reward an officer's current and future expected performance. Individual performance, in connection with the achievement of corporate milestones and objectives, is also reviewed for all officers and the Board monitors the Company's compensation policy.

Board Decisions

Good governance policies require the Board of a listed corporation, together with its CEO, to develop position descriptions for the Board and for the CEO, including the definition of limits to management's responsibilities. Any responsibility, which is not delegated to senior management or to a Board committee, remains with the full Board. The Company has developed and observes such delegation policies.

Recruitment of New Directors and Assessment of Board Performance

The Board informally assesses the effectiveness of the Board and its committees, and the contribution of individual directors. The Board provides a general orientation program for new directors and regularly reviews the adequacy and form of compensation for directors to balance the compensation with the responsibilities and risks involved in being an effective director. This work is done by the Nomination, Governance & Compensation Committee.

Orientation and Continuing Education

The Company has traditionally retained experienced mining people as directors and hence the orientation needed is minimized. When new directors are appointed, they are provided with governance information and information regarding the business and operations of the Company, which includes: access to board information packages and minutes from recent Board meetings, and opportunities for meetings and discussion with senior management and other directors. Board meetings generally include written and oral presentations by the Company's senior management and project staff.

Ethical Business Conduct

The Board adopted a formal Code of Business Conduct and Ethics policy, which is contained in the Corporate Governance Material. The Board also believes that the fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director's participation in decisions of the Board in which the director has an interest are sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board's duties effectively and to maintain a diversity of views and experience. The NGC Committee recommended to the Board, the appointment of the seven director nominees listed above for election this year. See Nomination, Governance & Compensation Committee above.

Other Committees

In addition to the Audit Committee and the NGC Committee, the Company has established the Health, Safety, Environment, Communities & Technical Committee (the "HSEC & Technical Committee"), which is a management committee with Board participation, comprised of one director, Mr. Arribas (Chair),

together with Christian Rios, Senior Vice President ("SVP") of Exploration. The function of the HSEC & Technical Committee is to monitor and review the technical, community, environmental, health and safety policies, principles, practices and processes, corporate social responsibility practices, and monitor and review current and future regulatory issues relating to sustainable development, environmental, health and safety, and corporate social responsibility matters. Michael Henrichsen, former Chief Geologist of the Company, was a member of the HSEC & Technical Committee until he resigned from the Company with an effective date of January 27, 2023.

Assessments

The Board informally monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and its committees. The NGC Committee oversees an annual formal assessment of the effectiveness of the Board and its two main committees namely the Audit Committee and the NGC Committee, as well as the HSEC & Technical Committee.

Representation of Women on the Board and Senior Management

The Company adopted a formal Board and Senior Management Diversity Policy on August 25, 2021, which outlines the Company's commitment to be diverse for which diversity includes, but is not limited to, business experience, geography, age, gender, ethnicity and aboriginal status. The directors ascribe to the view that diversity helps to broaden perspectives by promoting the inclusion of different viewpoints and ideas, mitigates against groupthink and ensures that the Company has the opportunity to benefit from all available talent. The promotion of a diverse board of directors and senior management makes prudent business sense and makes for better corporate governance. The implementation of the policy is monitored by the NGC Committee and the NGC Committee measures the effectiveness of the policy through Board evaluation.

The Board presently has one woman director of seven (14.3%) and the Company aims to maintain a Board composition in which at least one member is a woman and anticipates that this figure will increase over time as male directors retire. The Company presently has one (33.3%) woman in an executive officer position (of three such executive positions) namely its CFO. The Board and the Company have not adopted any firm targets regarding women in executive officer or directorship positions.

STATEMENT OF EXECUTIVE COMPENSATION

General

The Company is a "venture issuer" as defined by securities laws and reports its executive compensation as such. For the purposes of this Statement of Executive Compensation:

"compensation securities" includes stock options, convertible securities, exchangeable securities and similar instruments including share appreciation rights, deferred share units and restricted share units granted or issued by the company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the company or any of its subsidiaries;

"NEO" or "named executive officer" means each of the following individuals:

(a) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as CEO, including an individual performing functions similar to a CEO;

(b) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as CFO, including an individual performing functions similar to a CFO;
(c) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, for that financial year; and
(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year.

At December 31, 2022, the NEOs of the Company were Peter Dembicki, President, CEO and a director, and Stacy Rowa, CFO. The directors of the Company who were not NEOs during fiscal 2022 were Antonio Arribas, Ivan Bebek, Steve Cook, Jeffrey R. Mason, Christina Strashek and Paul Sun.

Oversight and Description of Director and NEO Compensation

The Board assumes responsibility for reviewing and monitoring the long-range compensation strategy for the senior management of the Company although the NGC Committee guides it into this role. The Company's NGC Committee receives independent competitive market information on compensation levels for executives.

The Board assesses the Company's compensation plans and programs for its executive officers to ensure alignment with the Company's business plan and to evaluate the potential risks associated with those plans and programs. The Board has concluded that the compensation policies and practices do not create any risks that are reasonably likely to have a material adverse effect on the Company. The Board considers the risks associated with executive compensation and corporate incentive plans when designing and reviewing such plans and programs.

Philosophy and Objectives

The compensation program for senior management of the Company is designed within this context with a view that the level and form of compensation achieves certain objectives, including

a) attracting and retaining qualified executives;
b) motivating the short and long-term performance of these executives; and
c) better aligning their interests with those of the Company's shareholders.

In compensating its senior management, the Company has employed a combination of base salary and equity participation through its share option plan. Recommendations for senior management compensation are presented to the Board for review. The NGC Committee is tasked with the responsibility of, among other things, recommending to the Board compensation policies and guidelines for the Company and for implementing and overseeing compensation policies approved by the Board. See "Nomination, Governance & Compensation Committee" above.

Base Salary or Consulting Fees

In the Company's view, paying base salaries which are reasonable in relation to the level of service expected while remaining competitive in the markets in which the Company operates is a first step to attracting and

retaining qualified and effective executives. In determining the base salary of an executive officer, the Board considers the following factors:

the particular responsibilities related to the position;
salaries paid by other companies in the mineral exploration industry which were similar in size as the Company;
the experience level of the executive officer;
the amount of time and commitment which the executive officer devotes to the Company; and
the executive officer's overall performance and performance in relation to the achievement of corporate milestones and objectives.

Competitive salary information on comparable companies within the industry is compiled from a variety of sources, including surveys conducted by independent consultants and national and international publications. The Company's peer group, which includes but is not limited to, Silver Mountain Resources Inc., Golden Tag Resources Ltd, Regency Silver Corp., and Sable Resources Ltd., is determined by identifying mineral exploration issuers listed on the TSXV with comparable market capitalizations

Bonus Incentive Compensation

The Company's objective is to achieve certain strategic objectives and milestones. The Board considers executive bonus compensation dependent upon the Company meeting those strategic objectives and milestones and sufficient cash resources being available for the grant of bonuses. The Board approves executive bonus compensation dependent upon compensation levels based on recommendations of the NGC Committee. Such recommendations are generally based on information provided by issuers that are similar in size and scope to the Company's operations.

Equity Participation

The Company believes that encouraging its executives and employees to become shareholders is the best way of aligning their interests with those of its Shareholders. Equity participation is accomplished through the Company's share option plan.

Options are generally granted annually, as well as at other times of the year, to individuals who are commencing employment with the Company. Options are granted taking into account a number of factors including, but not limited to, the number and term of Options previously granted, base salary and bonuses, and competitive factors. Option exercise prices are set in accordance with TSXV rules. The number and terms of Option grants are reviewed and recommended by the NGC Committee and determined at the sole discretion of the Board. See "Particulars of Matters to be Acted Upon" for details of the share option plan.

Given the evolving nature of the Company's business as a mineral exploration company, the Board continues to review and redesign the overall compensation plan for senior management so as to continue to address the objectives identified above.

Risks of Compensation Practices

The NGC Committee has assessed the Company's compensation policies and practices to ensure alignment with the Company's business plan and to evaluate the potential risks associated with those policies and practices. The NGC Committee has concluded that given the nature of the Company's business and the role of the NGC Committee in overseeing the Company's executive compensation practices, the compensation policies and practices do not serve to encourage any NEO or individual at a principal business unit or

division to take inappropriate or excessive risks, and no risks were identified arising from the Company's compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

Prohibited Activities

Certain types of trades in securities of the Company, by Company personnel can raise particular concerns about potential breaches of applicable securities law or that the interests of the persons making the trade are not aligned with those of the Company. NEOs and directors are prohibited at any time from, directly or indirectly, undertaking any of the following activities:

a) speculating in securities of the Company, which may include buying with the intention of quickly reselling such securities, or selling securities of the Company with the intention of quickly buying such securities (other than in connection with the acquisition and sale of shares issued under the Company's share option plan or any other Company benefit plan or arrangement);
b) buying the Company's securities on margin;
c) short selling a security of the Company or any other arrangement that results in a gain only if the value of the Company's securities declines in the future;
d) selling a "call option" giving the holder an option to purchase securities of the Company; and
e) buying a "put option" giving the holder an option to sell securities of the Company.

For the year ended December 31, 2022, no NEO or director, directly or indirectly, employed a strategy to hedge or offset a decrease in market value of equity securities granted as compensation or held.

Director and NEO Compensation

The following table of compensation, excluding options and compensation securities, provides a summary of the compensation paid by the Company to NEOs and directors of the Company for the two most recently completed financial years ended December 31, 2022 and December 31, 2021. Options and compensation securities are disclosed under the heading "Share Options and Other Compensation Securities". All directors and NEO's served throughout 2022 except where noted.

Name and position	Year	Salary,Consulting Fee,Retainer orCommission($)	Bonus($)	Value of all OtherCompensation($)	TotalCompensation($)
Peter DembickiPresident, CEO and DirectorBritish Columbia, Canada	20222021	240,000240,000	Nil(1)Nil	10,193(2)4,369	250,193244,369
Stacy Rowa(3)(4)	2022	177,936	Nil(1)	7,544(2)	185,480
CFO	2021	77,083	Nil	3,631	80,714
Elizabeth Senez(3)	2022	N/A	N/A	N/A	Nil
Former Interim CFO	2021	53,333	22,000	Nil	75,333
David Smithson(5)	2022	53,181	Nil	Nil	53,181
Former SVP, Exploration	2021	166,667	Nil	1,653	168,320
Shawn Wallace(6)	2022	35,529	Nil	Nil	35,529
Former Co-Chair, Director & CEO	2021	75,000	Nil	Nil	75,000
Ivan James Bebek	2022	75,000	Nil	Nil	75,000
Chair & Director	2021	75,000	Nil	Nil	75,000
Steve Cook	2022	27,500	Nil	Nil	27,500
Director	2021	15,000	Nil	Nil	15,000

Table of Compensation excluding Compensation Securities
---------------------------------------------------------

Jeffrey Mason	2022	15,000	Nil	Nil	15,000
Director	2021	15,000	Nil	Nil	15,000
Christina Strashek	2022	15,000	Nil	Nil	15,000
Director	2021	7,958	N/A	N/A	7,958
Antonio Arribas	2022	15,000	Nil	Nil	15,000
Director	2021	15,000	Nil	Nil	15,000
Paul Sun	2022	15,000	Nil	Nil	15,000
Director	2021	15,000	Nil	Nil	15,000

Notes:

(1) As of the date of this Circular, no bonus has been paid or accrued for 2022 as the Company's annual review process typically occurs in the following year. Any bonus which may in the future be paid or accrued will be shown in the year it is approved, even if the bonus involves some consideration of the 2022 calendar year performance.
(2) Other compensation for Mr. Dembicki and Ms. Rowa includes parking and executive health coverage which are provided as part of their executive compensation packages.
(3) Ms. Senez acted as interim CFO effective October 9, 2020 through Aug 1, 2021 when Ms. Rowa returned from parental leave.
(4) Effective April 1, 2022, Ms. Rowa began providing services under a secondment employment arrangement between the Company and UMS. The compensation shown includes those amounts paid to her by the Company and by UMS in relation to her work as the Company's CFO.
(5) Mr. Smithson resigned from the Company for personal reasons with an effective date of March 8, 2022. Upon Mr. Smithson's resignation, Christian Rios took over the role as SVP, Exploration.
(6) Mr. Wallace was appointed a director of the Company effective July 23, 2020 and was appointed President & CEO on October 9, 2020. Upon Mr. Dembicki joining the Company on January 1, 2021, Mr. Wallace resigned as President & CEO and was appointed Co-Chair together with Ivan Bebek. Mr. Wallace retired as a Director and Co-Chair of the Company on June 21, 2022 but remains as a Board Advisor.
(7) Mr. Cook was appointed as the Company's representative on the UMS board of directors and receives an additional director fee from the Company of $12,500 for this role.

Share Options and Other Compensation Securities

The Company has a share option plan dated for reference February 11, 2021, as amended May 31, 2022 (the "Plan"), which was last approved by Shareholders at the Company's annual general meeting held on August 4, 2022. See "Securities Authorized For Issuance Under Equity Compensation Plans" below for more details of the Share Option Plan.

There were no options or other share-based awards granted to NEOs and directors of the Company during the most recently completed financial year ended December 31, 2022.

As at December 31, 2022, the total number of option-based awards held by each NEO or director was as follows:

Name and position	Number ofcompensation securities heldat December 31, 2022
Peter Dembicki,	1,000,000
President, CEO and Director
Stacy Rowa	350,000
CFO
Ivan James Bebek	700,000
Chair & Director
Steve Cook	200,000
Director
Jeffrey Mason	200,000
Director
Christina Strashek	200,000
Director
Antonio Arribas	200,000
Director
Paul Sun	200,000
Director

At December 31, 2022, there were 7,195,000 options outstanding. Each option entitles the holder to one Common Share on exercise. Options granted vest as to 12.5% every three months to a total of two years from the date of grant.

Exercise of Compensation Securities by Directors and NEOs

There were no compensation securities exercised by any director or NEO of the Company during the financial year ended December 31, 2022.

Employment, Consulting and Management Agreements

Peter Dembicki

Mr. Dembicki serves as President and CEO of the Company. Pursuant to an executive employment agreement dated January 1, 2021, Mr. Dembicki is entitled to a base salary, which is $240,000 per annum, and is entitled to participate in the Company's share option plan and in the Company's group benefit plan(s), as the Company makes available.

The Company may terminate Mr. Dembicki without just cause by providing one year's notice of termination (or in the Company's sole discretion, base salary and benefits continuation in lieu of notice), plus an additional one months' notice of termination per each completed year of service, up to a maximum of six additional months, for a total of 18 months' notice of termination (or in the Company's sole discretion, base salary and benefits continuation in lieu thereof).

In the event Mr. Dembicki resigns for good reason or is terminated without just cause within 24 months after a change in control, he will be entitled to:

a) a payment equal to two times the aggregate of his then base annual salary and annual bonus;
b) payment of any accrued vacation pay and a pro-rated annual bonus to the date of termination;
c) immediate vesting of any unvested securities such as options.

The Company shall continue at its cost the benefits then in effect for Mr. Dembicki until the earlier of 24 months from the date of termination or Mr. Dembicki's receipt of new benefits from a new employer.

Stacy Rowa

Ms. Rowa serves as part-time CFO of the Company on a secondment basis. On April 1, 2022, Ms. Rowa's executive employment agreement with the Company was terminated and replaced by a secondment agreement with UMS as discussed below in "Management Contracts and UMS Shared Services Agreement".

In the event the Company were to terminate Ms. Rowa's secondment without just cause, there is no termination payment due from the Company unless UMS concurrently terminates Ms. Rowa's employment agreement (or within six months). In such a situation, the Company would be required to reimburse UMS for its agreed share (based on an annual allocation of time) of the termination payment which is 12 months (the "Notice Period") base secondment compensation. The Company is also required to continue any benefits during the Notice Period or payment in lieu thereof. Any outstanding Company share options shall continue to vest and be exercisable over the Notice Period and Ms. Rowa will only cease to be a qualified service provider for the purposes of the Company's share option plan at the end of the applicable Notice Period.

In the event of a change of control of the Company, followed by termination of the secondment, or resignation by Ms. Rowa for good reason, within 12 months, the Company will pay a lump sum termination fee. In the case of Ms. Rowa, the termination fee is calculated as approximately 24 months of secondment payment made by the Company to UMS for Ms. Rowa's services plus a bonus for the year of termination prorated to the date of termination.

Termination Payments

If a triggering event (either termination without cause or qualifying termination following a change of control event) took place on the last business day of the Company's most recently completed financial year, the following gross payments would have become payable:

NEO	Gross termination benefit	Gross change of control benefit
Peter Dembicki	$ 301,270	$ 511,463
Stacy Rowa	$ 185,480	$ 283,795

Management Contracts and Universal Mineral Services Ltd. ("UMS") Shared Services Agreement

There are no management functions of the Company which are to any substantial degree performed by a person or company other than the directors or executive officers of the Company. The Company shares some administrative personnel services under a shared services agreement ("Shared Services Agreement") with UMS but these services are in support of the management personnel disclosed herein and not in lieu of them. The Company owns a 25% share interest in UMS which it acquired for nominal consideration. The remaining 75% of UMS is owned equally by three other junior resource issuers, namely Coppernico Metals Inc., Fury Gold Mines Limited, and Torq Resources Inc. who share a head office location in Vancouver, BC. UMS provides administrative, geological, accounting and other advisory services to the Company on an ongoing, full cost recovery basis. Management believes that having these services available through UMS, on a shared and as-needed basis, allows the Company to maintain a more efficient and cost-effective corporate overhead structure by hiring fewer full-time employees and engaging

outside professional advisory firms less frequently. The agreement has an indefinite term and can be terminated by either party upon providing 180 days' notice although the Company will, in the event of termination of the shared services arrangements, remain liable for its share of the UMS premises lease unless and until a replacement subtenant is found. Under the Shared Services Agreement, the Company's CFO is employed by UMS and has entered into a secondment employment arrangement between the Company and UMS. As indirect service providers to the Company, employees of UMS are eligible for participation in the Company's current option plan.

As described in Note 10 to the annual financial statements and Item 8 to the MD&A for the financial year ended December 31, 2022, as filed under the Company's SEDAR profile at https://www.sedar.com/, during 2022 the Company paid UMS a total of $2.2 million for the services of shared geological, administrative personnel and CFO services, and shared premises (2021 amount: $1.8 million).

Pension Disclosure

The Company does not have a pension plan that provides for payments or benefits to the NEOs at, following, or connection with retirement.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Share Option Plan

The only equity compensation plan the Company has in place is the Plan, as defined above under "Share Options and Other Compensation Securities", which is administered by the Board and the NGC Committee. The purpose of the Plan is to advance the interests of the Company by encouraging the directors, employees and consultants of the Company and of its subsidiaries or affiliates, if any, by providing them with the opportunity, through Options, to acquire Common Shares in the capital of the Company, thereby increasing their proprietary interest in the Company, encouraging them to remain associated with the Company and furnishing them with additional incentive in their efforts on behalf of the Company in the conduct of its affairs.

The number of Common Shares issuable under the Plan, together with all of the Company's other share compensation arrangements (of which there are currently none), may not exceed 10% of the total number of issued and outstanding Common Shares from time to time. All options expire on a date not later than 10 years after the date of grant of such option. See Particulars of Matters to be Acted Upon below, which includes the proposed shareholder resolution to approve the Plan for continuation.

The material terms of the Plan are set forth below. Capitalized terms used but not otherwise defined below shall have the meanings ascribed to such terms in the Plan.

1. Persons who are eligible for options must be a "Service Provider" to the Company meaning generally, officers, directors, employees and consultants (including employees of the Company's shared services provider, UMS);
1. Options granted under the Plan are non-assignable and non-transferable and may be made exercisable for a period of up to 10 years from the effective date, the term to expiry being subject to the discretion of the Board;
1. For options granted to Service Providers, the Company must ensure that the proposed optionee is a bona fide Service Provider of the Company or its affiliates;
1. An option granted to any Service Provider will expire 90 days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the optionee at any time prior to expiry of the option), after the date the optionee ceases to be employed by or provide services to the Company, but only to the extent that such option was vested at the date the optionee ceased to be so employed by or to provide services to the Company;
1. If an optionee dies, any vested option held by him or her at the date of death will become exercisable by the optionee's lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such optionee and the date of expiration of the term otherwise applicable to such option;
1. In the case of an optionee being dismissed from employment or service for cause, such optionee's options, whether or not vested at the date of dismissal, will immediately terminate without right to exercise same;
1. The exercise price of each option will be set by the Board on the effective date of the option and will not be less than the Discounted Market Price (as defined by TSXV, meaning generally the current market price less certain permitted discounts) however, the Company does not apply allowable price discounts when granting options;
1. Vesting of options shall be at the discretion of the Board, and will generally be subject to the Service Provider remaining employed by or continuing to provide services to the Company or its affiliates for certain periods of time, and, in certain cases in the discretion of the Board, achieving certain milestones including receiving a satisfactory performance review by the Company; and
1. The Board has the discretion to amend (subject to TSXV acceptance), suspend, terminate or discontinue the Plan with respect to all Plan shares in respect of options which have not yet been granted under the Plan.

Plan Limitations

The Plan is subject to the following restrictions:

(a) The Company must not grant an option to a director, employee, consultant, or consultant company (the "Service Provider") in any 12-month period that exceeds 5% of the outstanding Common Shares, unless the Company has obtained approval to do so by a majority of the votes cast by the shareholders of the Company eligible to vote at a shareholders' meeting, excluding votes attaching to Common Shares beneficially owned by Insiders and their Associates ("Disinterested Shareholder Approval");
(b) The aggregate number of options granted to a Service Provider conducting Investor Relations Activities in any 12-month period must not exceed 2% of the outstanding Common Shares calculated at the date of grant, without the prior consent of the TSXV;
(c) The Company must not grant an option to a Consultant in any 12-month period that exceeds 2% of the outstanding Common Shares calculated at the date of grant of the option, without the prior consent of the TSXV;
(d) The number of optioned Common Shares issued to Insiders in any 12-month period must not exceed 10% of the outstanding Common Shares (in the event that the Plan is amended to reserve for issuance

of more than 10% of the outstanding Common Shares) unless the Company has first obtained Disinterested Shareholder Approval to do so;

(e) The exercise price of an option previously granted to an Insider must not be reduced, unless the Company has first obtained Disinterested Shareholder Approval to do so;
(f) The Plan sets a fixed number of options for US taxpayer Service Proiders which are intended to qualify as "Incentive Stock Options ("ISOs" ) for US tax purposes. No ISOs may be granted to any United States employee who owns, at the time of such grant, more than 10% of the Common Shares, unless those ISOs are granted at an exercise price of at least 110% of the fair market value of the Common Shares and such ISOs cannot be exercised more than five years from the date of such grant;
(g) The aggregate maximum number of Common Shares that may be issued pursuant to ISOs is 1,500,000 Common Shares; and
(h) Holders of Common Shares acquired pursuant to the exercise of an ISO who sell such Common Shares on or before the later of (a) the date that is two years after the date of grant of such ISO, or (b) the date that is one year after the date of exercise of such ISO, must immediately notify the Company in writing of such disposition and may be subject to income tax withholding by the Company on compensation income.

A copy of the Plan is available on SEDAR at www.sedar.com filed on June 12, 2023 and will also be available for inspection at the Meeting.

The following table sets forth securities of the Company that are authorized for issuance under equity compensation plans as at the end of the Company's most recently completed financial year, being December 31, 2022.

Plan Category	Number of CommonShares to be issued uponexercise of outstandingoptions and rights(a)	Weighted-average exerciseprice of outstandingoptions and rights(b)	Number of Common Sharesremaining available for issuanceunder equity compensationplans (excluding securitiesreflected in column (a))(c)
Equity Compensation Plan (ShareOption Plan) approved bysecurityholders	7,195,000	$1.01	6,758,092
Equity Compensation Plan notapproved by securityholders	n/a	n/a	n/a
Total	7,195,000	$1.01	6,758,092

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No directors, proposed nominees for election as directors, executive officers or their respective associates or affiliates, or other management of the Company were indebted to the Company as of the end of the most recently completed financial year or as at the date hereof.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person of the Company, proposed director of the Company, or associate or affiliate of any informed person or proposed director have any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction

which has materially affected or would materially affect the Company or any of its subsidiaries, except as potential participants in the share option plan, if continuation is approved, as disclosed under the headings "Executive Compensation" and "Particulars of Matters to be Acted Upon".

PARTICULARS OF MATTERS TO BE ACTED UPON

Other than the mandatory annual matters of electing directors and appointing auditors, the only other business proposed by the Board is a vote to approve continuation of the Plan as described below. Management is not aware of any other matters that might arise from the floor of the meeting and does not expect any other matters to arise.

Continuation of Share Option Plan

Share Option Plan

The Plan is described above under "Securities Authorized For Issuance Under Equity Compensation Plans". The purpose of the Plan is to allow the Company flexibility to attract and maintain the services of executives, employees and other service providers in competition with other companies in the industry, and to provide incentive to the Company's directors, executives, employees and other eligible service providers to act in the best interests of the Company.

The Plan is a rolling share option plan pursuant to which options to purchase Common Shares totaling a maximum of 10% of the Common Shares outstanding from time to time may be granted.

To comply with TSXV policies concerning "rolling" option plans, the Plan must be approved annually by the Shareholders of the Company to continue to grant options pursuant to the Plan. At the Meeting, shareholders will be asked to pass an ordinary resolution to approve the Plan for continuation until the next annual general meeting of the Company.

As at the Record Date, there were 150,094,923 Common Shares issued and outstanding. Accordingly, under the Plan the Company has the authority to grant options to purchase up to 15,009,492 Common Shares. At the date of this Circular, options to purchase an aggregate of 7,185,625 Common Shares are granted and outstanding under the Plan, representing approximately 4.79% of the outstanding Common Shares, leaving options remaining available for grant pursuant to the Plan to purchase an aggregate of 7,823,867 Common Shares being a further 5.21% of the outstanding Common Shares.

At the Meeting, Shareholders will be asked to consider and vote on an ordinary resolution to approve the Plan for continuation until the next annual general meeting of the Company, with or without variation, as follows:

"RESOLVED as an ordinary resolution that the Company's 10% rolling Share Option Plan dated for reference February 11, 2021, as amended May 31, 2022, be and is hereby approved for continuation until the next annual general meeting of the Company."

To pass this ordinary resolution a simple majority of the votes cast on the resolution at the Meeting of the Company's shareholders, in person or represented by proxy, is required.

The Board unanimously recommends shareholders vote FOR the above ordinary resolution to approve continuation of the Plan. Proxies received in favour of management will be voted in favour of the above resolution unless the shareholder has specified in the Proxy that his or her Common Shares be voted against such resolution.

A copy of the Plan is available on the Company's profile at SEDAR.com. A Shareholder may also obtain a copy of the Plan by contacting the Company's Corporate Secretary at Suite 1630, 1177 West Hastings Street, Vancouver, BC, V6E 2K3, or by Tel: (778) 729-0600 or by Fax: (778) 729-0650.

ADDITIONAL INFORMATION

Financial information is provided in the audited financial statements of the Company for the year ended December 31, 2022 and in the related management discussion and analysis as filed on SEDAR at https://www.sedar.com/. See also the Company's 2022 Annual Information Form filed at https://www.sedar.com/ on March 20, 2023.

Additional information relating to the Company is filed under its SEDAR profile at https://www.sedar.com/ and upon request from the Company's Corporate Secretary at Suite 1630, 1177 West Hastings Street, Vancouver, BC, V6E 2K3, Tel: (778) 729-0600, or toll free: 1-800-863-8655 or Fax: (778) 729-0650. Copies of documents will be provided free of charge to security holders of the Company. The Company may require the payment of a reasonable charge from any person or company who is not a security holder of the Company, who requests a copy of any such document.

OTHER MATTERS

The Board is not aware of any other matters which it anticipates will come before the Meeting as of the date of mailing of this Circular.

The contents of this Circular and its distribution to Shareholders have been approved by the Board.

DATED at Vancouver, British Columbia as at June 19, 2023.

BY ORDER OF THE BOARD

/s/ "Peter Dembicki"

Peter Dembicki President and Chief Executive Officer

____________________________

Schedule A

TIER ONE SILVER INC. (Formerly known as Tier One Metals Inc.)

CHARTER OF THE AUDIT COMMITTEE

(effective January 7, 2021) (Reviewed on May 25, 2023)

1. PURPOSE AND PRIMARY RESPONSIBILITY

1.1 This charter (the "Charter") sets out the Audit Committee's purpose, composition, member qualification, member appointment and removal, responsibilities, operations, manner of reporting to the Board of Directors (the "Board") of Tier One Metals Inc. (the "Company"), annual evaluation and compliance with this charter.

1.2 The primary responsibility of the Audit Committee is that of oversight of the financial reporting process on behalf of the Board. This includes oversight responsibility for financial reporting and continuous disclosure, oversight of external audit activities, oversight of financial risk and financial management control, and oversight responsibility for compliance with tax and securities laws and regulations as well as whistle blowing procedures. The Audit Committee is also responsible for the other matters as set out in this charter and/or such other matters as may be directed by the Board from time to time. The Audit Committee should exercise continuous oversight of developments in these areas.

2. MEMBERSHIP

2.1 The majority of the members of the Audit Committee must be an independent director of the Company as defined in sections 1.4 and 1.5 of National Instrument 52 110 – Audit Committees ("NI 52-110"), provided that should the Company become listed on a more senior exchange, each member of the Audit Committee will also satisfy the independence requirements of such exchange.

2.2 The Audit Committee will consist of at least three members, all of whom shall be financially literate, provided that an Audit Committee member who is not financially literate may be appointed to the Audit Committee if such member becomes financially literate within a reasonable period of time following his or her appointment. Upon graduating to a more senior stock exchange, if required under the rules or policies of such exchange, the Audit Committee will consist of at least three members, all of whom shall meet the experience and financial literacy requirements of such exchange and of NI 52- 110.

2.3 The members of the Audit Committee will be appointed annually (and from time to time thereafter to fill vacancies on the Audit Committee) by the Board. An Audit Committee member may be removed or replaced at any time at the discretion of the Board and will cease to be a member of the Audit Committee on ceasing to be an independent director.

2.4 The Chair of the Audit Committee will be appointed by the Board.

3. AUTHORITY

3.1 In addition to all authority required to carry out the duties and responsibilities included in this charter, the Audit Committee has specific authority to:

(a) engage, set and pay the compensation for independent counsel and other advisors as it determines necessary to carry out its duties and responsibilities, and any such consultants or professional advisors so retained by the Audit Committee will report directly to the Audit Committee;

(b) communicate directly with management and any internal auditor, and with the external auditor without management involvement; and

(c) incur ordinary administrative expenses that are necessary or appropriate in carrying out its duties, which expenses will be paid for by the Company.

3.2 In order to give effect to the authority of the Audit Committee set forth in Section 3.1, the Company will fund the Audit Committee in amounts determined by the Audit Committee as required to enable the Audit Committee to:

(a) discharge its responsibilities as outlined in this Charter, and
(b) pay compensation to any advisors engaged by the Audit Committee.

4. DUTIES AND RESPONSIBILITIES

4.1 The duties and responsibilities of the Audit Committee include:

(a) recommending to the Board the external auditor to be nominated by the Board;

(b) recommending to the Board the compensation of the external auditor to be paid by the Company in connection with (i) preparing and issuing the audit report on the Company's financial statements, and (ii) performing other audit, review or attestation services;

(c) reviewing the external auditor's annual audit plan, fee schedule and any related services proposals (including meeting with the external auditor to discuss any deviations from or changes to the original audit plan, as well as to ensure that no management restrictions have been placed on the scope and extent of the audit examinations by the external auditor or the reporting of their findings to the Audit Committee);

(d) overseeing the work of the external auditor;

(e) ensuring that the external auditor is independent by:

(i) receiving a report annually from the external auditors with respect to their independence, such report to include disclosure of all engagements (and fees related thereto) for non-audit services provided to Company; and

(ii) requiring the independent auditor to provide to the Company annually formal written statements delineating all relationships between the auditor and the Company, consistent with applicable CPAB and PCAOB requirements, and actively engage with the independent auditor regarding ensuring independence of auditor

(f) ensuring that the external auditor is in good standing with the Canadian Public Accountability Board and, if the Company is listed on a U.S. Exchange or is otherwise subject to the reporting requirements of the Exchange Act, the U.S. Public Company Accounting Oversight Board, by receiving, at least annually, a report by the external auditor on the audit firm's internal quality control processes and procedures, such report to include any material issues raised by the most recent internal quality control review, or peer review, of the firm, or any governmental or professional authorities of the firm within the preceding five years, and any steps taken to deal with such issues;

(g) ensuring that the external auditor meets the rotation requirements for partners and staff assigned to the Company's annual audit by receiving a report annually from the external auditors setting out the status of each professional with respect to the appropriate regulatory rotation requirements and plans to transition new partners and staff onto the audit engagement as various audit team members' rotation periods expire;

(h) reviewing and discussing with management and the external auditor the annual audited and quarterly unaudited financial statements and related Management Discussion and Analysis ("MD&A"), including the appropriateness of the Company's accounting policies, disclosures (including material transactions with related parties), reserves, key estimates and judgements (including changes or variations thereto) and obtaining reasonable assurance that the financial statements are presented fairly in accordance with IFRS and the MD&A is in compliance with appropriate regulatory requirements;

(i) reviewing and discussing with management and the external auditor major issues regarding accounting principles and financial statement presentation including any significant changes in the selection or application of accounting principles to be observed in the preparation of the financial statements of the Company and its subsidiaries;

(j) reviewing and discussing with management and the external auditor the external auditor's written communications to the Audit Committee in accordance with generally accepted auditing standards and other applicable regulatory requirements arising from the annual audit and quarterly review engagements;

(k) reviewing and discussing with management and the external auditor all earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies prior to such information being disclosed;

(l) reviewing the external auditor's report to the shareholders on the Company's annual financial statements;

(m) reporting on and recommending to the Board the approval of the annual financial statements and the external auditor's report on those financial statements, the quarterly unaudited financial statements, and the related MD&A and press releases for such financial statements, prior to the dissemination of these documents to shareholders, regulators, analysts and the public;

(n) satisfying itself on a regular basis through reports from management and related reports, if any, from the external auditors, that adequate procedures are in place for the review of the Company's disclosure of financial information extracted or derived from the Company's financial statements that such information is fairly presented;

(o) overseeing the adequacy of the Company's system of internal accounting controls and obtaining from management and the external auditor summaries and recommendations for improvement of such internal controls and processes, together with reviewing management's remediation of identified weaknesses;

(p) reviewing with management and the external auditors the integrity of disclosure controls and internal controls over financial reporting;

(q) reviewing and monitoring the processes in place to identify and manage the principal risks that could impact the financial reporting of the Company and assessing, 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;

(r) satisfying itself that management has developed and implemented a system to ensure that the Company meets its continuous disclosure obligations through the receipt of regular reports from management and the Company's legal advisors on the functioning of the disclosure compliance system, (including any significant instances of non-compliance with such system) in order to satisfy itself that such system may be reasonably relied upon;

(s) resolving disputes between management and the external auditor regarding financial reporting;

(t) establishing procedures for:

(i) the receipt, retention and treatment of complaints received by the Company from employees and others regarding accounting, internal accounting controls or auditing matters and questionable practises relating thereto; and

(ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

(u) reviewing and approving the Company's hiring policies with respect to partners or employees (or former partners or employees) of either a former or the present external auditor;

(v) pre-approving all non-audit services to be provided to the Company or any subsidiaries by the Company's external auditor (the Chair of the Audit Committee has the authority to pre-approve in between regularly scheduled Audit Committee meetings any non-audit service of less than $50,000, however such approval will be presented to the Audit Committee at the next scheduled meeting for formal approval);

(w) overseeing compliance with regulatory authority requirements for disclosure of external auditor services and Audit Committee activities;

(x) establishing procedures for:

(i) reviewing the adequacy of the Company's insurance coverage, including the Directors' and Officers' insurance coverage;

(ii) reviewing activities, organizational structure, and qualifications of the Chief Financial Officer ("CFO") and the staff in the financial reporting area and ensuring that

matters related to succession planning within the Company are raised for consideration at the Board;

(iii) obtaining reasonable assurance as to the integrity of the Chief Executive Officer ("CEO") and other senior management and that the CEO and other senior management strive to create a culture of integrity throughout the Company;

(iv) reviewing fraud prevention policies and programs, and monitoring their implementation;

(v) reviewing regular reports from management and others (e.g., external auditors, legal counsel) with respect to the Company's compliance with laws and regulations having a material impact on the financial statements including:

(A) Tax and financial reporting laws and regulations;
(B) Legal withholding requirements;
(C) Environmental protection laws and regulations;
(D) Treaty, contractual or consultation obligations with indigenous and local communities; and

(E) Other laws and regulations, both domestic and foreign where applicable, which may expose directors to liability.

4.2 A regular part of Audit Committee meetings involves the appropriate orientation of new members as well as the continuous education of all members. Items to be discussed include specific business issues as well as new accounting and securities legislation that may impact the organization. The Chair of the Audit Committee will regularly canvass the Audit Committee members for continuous education needs and in conjunction with the Board education program, arrange for such education to be provided to the Audit Committee on a timely basis.

4.3 On an annual basis the Audit Committee shall review and assess the adequacy of this charter taking into account all applicable legislative and regulatory requirements as well as any best practice guidelines recommended by regulators or stock exchanges with whom the Company has a reporting relationship and, if appropriate, recommend changes to the Audit Committee charter to the Board for its approval.

5. MEETINGS

5.1 The quorum for a meeting of the Audit Committee is a majority of the members of the Audit Committee.

5.2 The Chair of the Audit Committee shall be responsible for leadership of the Audit Committee, including scheduling and presiding over meetings, preparing agendas, overseeing the preparation of briefing documents to circulate during the meetings as well as pre-meeting materials, and making regular reports to the Board. The Chair of the Audit Committee will also maintain regular liaison with the CEO, CFO, and the lead external audit partner.

5.3 The Audit Committee will meet as often as required to discharge its duties and responsibilities under this Charter, which meetings will be held at least quarterly.

5.4 The Audit Committee will meet in camera separately with each of the CEO and the CFO of the Company at least annually to review the financial affairs of the Company.

5.5 The Audit Committee will meet with the external auditor of the Company in camera at least once each year, at such time(s) as it deems appropriate, to review the external auditor's examination and report.

5.6 The external auditor must be given reasonable notice of, and has the right to appear before and to be heard at, each meeting of the Audit Committee.

5.7 Each of the Chair of the Audit Committee, members of the Audit Committee, Chair of the Board, external auditor, CEO, CFO or secretary shall be entitled to request that the Chair of the Audit Committee call a meeting which shall be held within 48 hours of receipt of such request to consider any matter that such individual believes should be brought to the attention of the Board or the shareholders.

6. REPORTS

6.1 The Audit Committee will report, at least annually, to the Board regarding the Audit Committee's examinations and recommendations.

6.2 The Audit Committee will report its activities to the Board to be incorporated as a part of the minutes of the Board meeting at which those activities are reported.

7. MINUTES

7.1 The Audit Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

8. ANNUAL PERFORMANCE EVALUATION

8.1 The Board will conduct an annual performance evaluation of the Audit Committee, taking into account the Charter, to determine the effectiveness of the Committee.

TIER ONE SILVER INC.

AUDIT COMMITTEE CHECKLIST

Members of the Audit Committee: ________________________________________________

	Duties and Responsibilities	Frequency
1	will meet in camera separately with each of the CEO andthe CFO of the Company at least annually to review thefinancial affairs of the Company
2	will meet with the external auditor of the Company incamera at least once each year, at such time(s) as deemedappropriate, to review the external auditor's examinationand report
3	At least annually will report to the Board regarding theAudit Committee's examinations and recommendations,and will report its activities to the Board to beincorporated as part of the minutes of the Board at whichthose activities are reported
4	recommending to the Board the external auditor to benominated by the Board	Annually
5	recommending to the Board the compensation of theexternal auditor to be paid by the Company in connectionwith:
	(i)preparing and issuing the audit report on theCompany's financial statements; and
	(ii)performing other audit, review or attestationservices
6	reviewing the external auditor's annual audit plan, feeschedule and any related services proposals (includingmeeting with the external auditor to discuss any deviationsfrom or changes to the original audit plan, as well as toensure that no management restrictions have been placedon the scope and extent of the audit examinations by theexternal auditor or the reporting of their findings to theAudit Committee)
7	ensuring that the external auditor is independent by:
	(i)receiving a report annually from the externalauditors with respect to their independence, suchreport to include disclosure of all engagements

	(and fees related thereto) for non-audit servicesprovided to Company; and
	(ii)requiring the independent auditor to provide to theCompany annually formal written statementsdelineating all relationships between the auditorand the Company, consistent with applicableCPAB and PCAOB requirements, and activelyengage with the independent auditor regardingensuring independence of auditor
8	ensuring that the external auditor is in good standing withthe Canadian Public Accountability Board and, if theCompany is listed on a U.S. Exchange or is otherwisesubject to the reporting requirements of the Exchange Act,the U.S. Public Company Accounting Oversight Board, byreceiving, at least annually, a report by the externalauditor on the audit firm's internal quality controlprocesses and procedures, such report to include anymaterial issues raised by the most recent internal qualitycontrol review, or peer review, of the firm, or anygovernmental or professional authorities of the firmwithin the preceding five years, and any steps taken todeal with such issues	Annually
9	ensuring that the external auditor meets the rotationrequirements for partners and staff assigned to theCompany's annual audit by receiving a report annuallyfrom the external auditors setting out the status of eachprofessional with respect to the appropriate regulatoryrotation requirements and plans to transition new partnersand staff onto the audit engagement as various audit teammembers' rotation periods expire
10	reviewing the external auditor's report to the shareholderson the Company's annual financial statements
11	overseeing the adequacy of the Company's system ofinternal accounting controls and obtaining frommanagement and the external auditor summaries andrecommendations for improvement of such internalcontrols and processes, together with reviewingmanagement's remediation of identified weaknesses
12	reviewing with management and the external auditors theintegrity of disclosure controls and internal controls overfinancial reporting
13	establishing procedures for:

	(i)	the receipt, retention and treatment of complaintsreceived by the Company from employees andothers regarding accounting, internal accountingcontrols or auditing matters and questionablepractises relating thereto; and
		(ii) the confidential, anonymous submission byemployees of the Company of concerns regardingquestionable accounting or auditing matters.
		(iii) the resolution of all matters arising frominformation received under paragraphs (i) or (ii)
14		establishing procedures for:
	(i)	reviewing the adequacy of the Company'sinsurance coverage, including the Directors'and Officers' insurance coverage;	Annually
	(ii)	reviewing activities, organizational structure,and qualifications of the Chief FinancialOfficer ("CFO") and the staff in the financialreporting area and ensuring that mattersrelated to succession planning within theCompany are raised for consideration at theBoard;
	(iii)	obtaining reasonable assurance as to theintegrity of the Chief Executive Officer("CEO") and other senior management andthat the CEO and other senior managementstrive to create a culture of integritythroughout the Company;
	(iv)	reviewing fraud prevention policies andprograms, and monitoring theirimplementation;
	(v)	reviewing regular reports from managementand others (e.g., external auditors, legalcounsel) with respect to the Company'scompliance with laws and regulations havinga material impact on the financial statementsincluding:
		a.Tax and financial reporting laws andregulations;

	b.Legal withholding requirements;
	c.Environmental protection laws andregulations;
	d.Treaty, contractual or consultationobligations with indigenous and localcommunities; and	Annually
	e.Other laws and regulations (bothdomestic and foreign where applicable)which may expose directors to liability.
15	On an annual basis the Audit Committee shall reviewand assess the adequacy of this charter taking intoaccount all applicable legislative and regulatoryrequirements as well as any best practice guidelinesrecommended by regulators or stock exchanges withwhom the Company has a reporting relationship and, ifappropriate, recommend changes to the AuditCommittee charter to the Board for its approval

	Duties and Responsibilities	Frequency
1	The Audit Committee will meet as often as required todischarge its duties and responsibilities, which meetingswill be held at least quarterly
2	overseeing the work of the external auditor
3	reviewing and discussing with management and theexternal auditor the annual audited and quarterlyunaudited financial statements and related ManagementDiscussion and Analysis ("MD&A"), including theappropriateness of the Company's accounting policies,disclosures (including material transactions with relatedparties), reserves, key estimates and judgements(including changes or variations thereto) and obtainingreasonable assurance that the financial statements arepresented fairly in accordance with IFRS and the MD&Ais in compliance with appropriate regulatory requirements	Quarterly
4	reviewing and discussing with management and theexternal auditor major issues regarding accountingprinciples and financial statement presentation includingany significant changes in the selection or application ofaccounting principles to be observed in the preparation ofthe financial statements of the Company and itssubsidiaries

5	reviewing and discussing with management and theexternal auditor the external auditor's writtencommunications to the Audit Committee in accordancewith generally accepted auditing standards and otherapplicable regulatory requirements arising from the annualaudit and quarterly review engagements
6	reviewing and discussing with management and theexternal auditor all earnings press releases, as well asfinancial information and earnings guidance provided toanalysts and rating agencies prior to such informationbeing disclosed
7	reporting on and recommending to the Board the approvalof the annual financial statements and the externalauditor's report on those financial statements, thequarterly unaudited financial statements, and the relatedMD&A and press releases for such financial statements,prior to the dissemination of these documents toshareholders, regulators, analysts and the public
8	satisfying itself on a regular basis through reports frommanagement and related reports, if any, from the externalauditors, that adequate procedures are in place for thereview of the Company's disclosure of financialinformation extracted or derived from the Company'sfinancial statements that such information is fairlypresented
9	reviewing and monitoring the processes in place toidentify and manage the principal risks that could impactthe financial reporting of the Company and assessing, aspart of its internal controls responsibility, the effectivenessof the over-all process for identifying principal businessrisks and report thereon to the Board	Quarterly
10	satisfying itself that management has developed andimplemented a system to ensure that the Company meetsits continuous disclosure obligations through the receipt ofregular reports from management and the Company'slegal advisors on the functioning of the disclosurecompliance system, (including any significant instances ofnon-compliance with such system) in order to satisfy itselfthat such system may be reasonably relied upon
11	overseeing compliance with regulatory authorityrequirements for disclosure of external auditor servicesand Audit Committee activities

12	A regular part of Audit Committee meetings involves the
	appropriate orientation of new members as well as the
	continuous education of all members. Items to be
	discussed include specific business issues as well as new
	accounting and securities legislation that may impact the
	organization. The Chair of the Audit Committee will
	regularly canvass the Audit Committee members for
	continuous education needs and in conjunction with the
	Board education program, arrange for such education to
	be provided to the Audit Committee on a timely basis.

	Duties and Responsibilities	Frequency
1	resolving disputes between management and the externalauditor regarding financial reporting
2	reviewing and approving the Company's hiring policieswith respect to partners or employees (or former partnersor employees) of either a former or the present externalauditor	As Needed
3	pre-approving all non-audit services to be provided to theCompany or any subsidiaries by the Company's externalauditor (the Chair of the Audit Committee has theauthority to pre-approve in between regularly scheduledAudit Committee meetings any non-audit service of lessthan $50,000, however such approval will be presented tothe Audit Committee at the next scheduled meeting forformal approval)
4	monitoring the "whistle-blower" program established bythe Company to ensure its effective operation and theresolution of any issues arising thereunder

DATED as of the _______ Day of _______________

CHAIRPERSON

AI assistant

Tier One Silver Inc. — AGM Information 2023

47967_rns_2023-06-21_0056f4b5-3e9c-4f73-8fc6-c734afbcd0c1.pdf

TIER ONE SILVER INC.

Suite 1630 – 1177 West Hastings Street Vancouver, British Columbia V6E 2K3 Telephone No.: (778) 729-0600 Fax No.: (778) 729-0650 Email: [email protected]

INFORMATION CIRCULAR as at June 13, 2023 (except as otherwise indicated)

GENERAL PROXY INFORMATION

Solicitation of Proxies

Notice-and-Access (Circular is Online, Notice is by Ordinary Mail)

Appointment of Proxyholders

Voting by Proxyholder

Registered Shareholders

Beneficial Shareholders

Notice to Shareholders in the United States

Revocation of Proxies

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

FINANCIAL STATEMENTS

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

VOTES NECESSARY TO PASS RESOLUTIONS

ELECTION OF DIRECTORS

Advance Notice Provision

Director Nominees

Cease Trade Orders, Bankruptcy, Penalties and Sanctions

APPOINTMENT OF AUDITOR

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

The Audit Committee's Charter

Audit Committee Composition and Relevant Education and Experience

Audit Committee Oversight

Non-Audit Services

Pre-Approval Policies and Procedures

Relationship with Auditor and External Auditor Service Fees

CORPORATE GOVERNANCE

Board Mandate

Composition of the Board

Other Directorships

Committees of the Board

Audit Committee

Nomination, Governance & Compensation Committee

Board Decisions

Recruitment of New Directors and Assessment of Board Performance

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Other Committees

Assessments

Representation of Women on the Board and Senior Management

STATEMENT OF EXECUTIVE COMPENSATION

General

Oversight and Description of Director and NEO Compensation

Philosophy and Objectives

Base Salary or Consulting Fees

Bonus Incentive Compensation

Equity Participation

Risks of Compensation Practices

Prohibited Activities

Director and NEO Compensation

Share Options and Other Compensation Securities

Exercise of Compensation Securities by Directors and NEOs

Employment, Consulting and Management Agreements

Peter Dembicki

Stacy Rowa

Termination Payments

Management Contracts and Universal Mineral Services Ltd. ("UMS") Shared Services Agreement

Pension Disclosure

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Share Option Plan

Plan Limitations

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

PARTICULARS OF MATTERS TO BE ACTED UPON

Continuation of Share Option Plan

Share Option Plan

ADDITIONAL INFORMATION

OTHER MATTERS

BY ORDER OF THE BOARD

Schedule A

TIER ONE SILVER INC. (Formerly known as Tier One Metals Inc.)

CHARTER OF THE AUDIT COMMITTEE

1. PURPOSE AND PRIMARY RESPONSIBILITY

2. MEMBERSHIP

Tier One Silver Inc. AGM Information 2023