Tier One Silver Inc. — Capital/Financing Update 2025

Mar 18, 2025

FORM 51-102F3

MATERIAL CHANGE REPORT

UNDER NATIONAL INSTRUMENT 51-102

Item 1 Name and Address of Company

Tier One Silver Inc. ("Tier One" or the "Company")

Suite 250 - #1300, 997 Seymour St.

Vancouver, British Columbia

Canada, V6B 3M1

Item 2 Date of Material Change

January 3, 2025

Item 3 News Release

A news release was issued by the Company via newswire services and filed on SEDAR+ on January 3, 2025.

Item 4 Summary of Material Change

The Company completed the first tranche of a non-brokered private placement (the "Offering"), on January 3, 2025, which the Company has now confirmed will be the only tranche. The terms of the Offering were originally announced on November 20, 2024, and amended terms were subsequently announced on December 19, 2024. The Company received gross proceeds of $388,749.98 in relation to the Offering through the issuance of 5,183,333 units (the "Units") at the offering price of $0.075 per Unit. Each Unit consists of one common share of the Company and one common share purchase warrant (a "Warrant").

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

The Company completed the Offering and raised $388,749.98 through the issuance of 5,183,333 Units at an offering price of $0.075 per Unit. The Company intends to use the proceeds, net of $12,825 of finder's fees, to fund general working capital.

The Warrants issued under the Offering are exercisable to purchase 5,183,333 common shares of the Company (the "Warrant Shares") at an exercise price of $0.15 per Warrant Share, for a period of three years, expiring January 3, 2028.

In connection with the Offering, the Company paid aggregate cash finder's fees of $12,825 and issued an aggregate of 171,000 non-transferable finder's warrants, with each finder's warrant exercisable for one common share of the Company at the exercise price of $0.15 for a period of three years, expiring January 3, 2028. The finder's fees and finder's warrants were paid to Haywood Securities Inc., Canaccord Genuity Corp., and Ventum Financial Corp., all of which are arm's length to the Company and who referred participating investors to the Offering.

All securities issued in connection with the Offering are subject to a statutory hold period expiring on May 4, 2025 in accordance with applicable securities legislation. The Offering was approved by the TSXV as of the date thereof.

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The securities referred to in this report have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and such securities may not be offered or sold within the United States, or to or for the account or benefit of any U.S. person or any person in the United States, absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements. This report does not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of the securities in the United States, or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Resales of the Units within the United States will be restricted in accordance with applicable law.

5.2 Disclosure for Restructuring Transactions

Not applicable.

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

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

Peter Dembicki
President and Chief Executive Officer
Telephone: (778) 729-0600

Item 9 Date of Report

March 14, 2025.