F-10/A

As filed with the Securities and Exchange Commission on December 11, 2019

Registration No. 333-235332

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2 TO

FORM F-10

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SILVERCREST METALS INC.

(Exact name of Registrant as specified in its charter)

British Columbia, Canada

(Province or other jurisdiction of incorporation or organization)

1040

(Primary Standard Industrial Classification Code Number, if applicable)

N/A

(I.R.S. Employer Identification No., if applicable)

570 Granville Street, Suite 501

Vancouver, British Columbia

Canada V6C 3P1

(604) 694-1730

(Address and telephone number of Registrant’s principal executive offices)

CT Corporation System

1015 15^th Street N.W., Suite 1000

Washington, DC 20005

(202) 572-3100

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Copies to:

Anne Yong SilverCrest Metals Inc. 570 Granville Street Suite 501 Vancouver, British Columbia Canada, V6C 3P1 Tel: (604) 694-1730 Adam M. Givertz Christopher J. Cummings Paul, Weiss, Rifkind, Wharton & Garrison LLP Toronto-Dominion Centre 77 King Street West, Suite 3100 Toronto, Ontario Canada, M5K 1J3 Tel: (416) 504-0520 Graeme Martindale Borden Ladner Gervais LLP 1200 Waterfront Centre 200 Burrard St., P.O. Box 48600 Vancouver, British Columbia Canada V7X 1T2 Tel: (604) 640-4179 Bernard Poznanski Koffman Kalef LLP 885 W Georgia St., 19^th floor Vancouver, British Columbia Canada, V6C 3H4 Tel: (604) 891-3606 James Guttman Kenneth Sam Dorsey & Whitney LLP TD Canada Trust Tower Brookfield Place, 161 Bay Street, Suite 4310 Toronto, Ontario Canada, M5J 2S1 Tel: (416) 367-7376

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective.

Province of British Columbia, Canada

(Principal jurisdiction regulating this offering)

It is proposed that this filing shall become effective (check appropriate box below):

A.	☒	upon filing with the Commission pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).
B.	☐	at some future date (check the appropriate box below):
	1.	☐	pursuant to Rule 467(b) on (                    ) at (                    ) (designate a time not sooner than 7 calendar days after filing).
	2.	☐	pursuant to Rule 467(b) on (                    ) at (                    ) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on (                    ).
	3.	☐	pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
	4.	☐	after the filing of the next amendment to this Form (if preliminary material is being filed).

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box.  ☐

PART I

INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

I-1

SHORT FORM PROSPECTUS

New Issue December 11, 2019

SILVERCREST METALS INC.

$80,080,000

11,000,000 Common Shares

SilverCrest Metals Inc. (the “Company”) is filing this short form prospectus (this “Prospectus”) to qualify the distribution (the “Offering”) of 11,000,000 common shares of the Company (each an “Offered Share”) at a price of $7.28 per Offered Share (the “Offering Price”). The Offered Shares will be sold pursuant to an underwriting agreement dated as of December 3, 2019 (the “Underwriting Agreement”) among the Company, National Bank Financial Inc. (the “Lead Underwriter”), Desjardins Securities Inc. (“Desjardins”) and Scotia Capital Inc. (collectively with the Lead Underwriter and Desjardins, the “Co-Lead Underwriters”) and Eight Capital, Canaccord Genuity Corp., PI Financial Corp., RBC Dominion Securities Inc., Cormark Securities Inc., BMO Nesbitt Burns Inc., Beacon Securities Limited and Roth Capital Partners, LLC (each, including the Co-Lead Underwriters, an “Underwriter” and collectively the “Underwriters”). The Offering Price was determined by negotiation between the Company and the Lead Underwriter, on behalf of the Underwriters, with reference to the prevailing market price of the issued and outstanding common shares of the Company (the “Common Shares”). See “Plan of Distribution”.

The outstanding Common Shares are listed for trading on the Toronto Stock Exchange (“TSX”) under the symbol “SIL” and in the United States on the NYSE American LLC (the “NYSE American”) under the symbol “SILV”. On December 2, 2019, the last trading day prior to the announcement of the Offering, the closing price of the Common Shares on the TSX was $7.64 and on NYSE American was U.S.$5.72. On December 10, 2019, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSX was $8.12 and on NYSE American was U.S.$6.18. The TSX has conditionally approved the listing on the TSX of the Offered Shares issuable under this Prospectus (including the Over-Allotment Shares issuable on the exercise of the Over-Allotment Option (each capitalized term as defined below)), subject to the Company fulfilling all of the listing requirements of the TSX. The Company has applied to list on the NYSE American the Offered Shares issuable under this Prospectus (including the Over-Allotment Shares issuable on the exercise of the Over-Allotment Option). Listing will be subject to the Company fulfilling all of the listing requirements of the NYSE American.

Price: $7.28 per Offered Share

	Price to the Public		Underwriters’ Commission(1)		Net Proceeds to the Company(2)
Per Offered Share	$	7.28	$	0.364	$	6.916
Total(3)	$	80,080,000	$	4,004,000	$	76,076,000

(1) The Company has agreed to pay the Underwriters a cash commission (the “Underwriters’ Commission”) equal to 5.0% of the gross proceeds of the Offering, provided that the Underwriters’ Commission will be 2.5% in respect of up to $5,000,000 of gross proceeds from Offered Shares sold to pre-identified purchasers agreed upon between the Company and the Lead Underwriter (the “President’s List”). The total Underwriters’ Commission set out above assumes no sales to the President’s List under the Offering. See “Plan of Distribution”.

(2) After deducting the Underwriters’ Commission, but before deducting expenses of the Offering, including expenses in connection with the preparation and filing of this Prospectus, which are estimated to be $650,000 and which will be paid from the proceeds of the Offering and assuming no sales to the President’s List.

(3) The Company has granted the Underwriters an over-allotment option (the “Over-Allotment Option”), exercisable by the Underwriters in whole or in part, at their sole discretion, upon giving written notice to the Company at any time and from time to time up to 30 days after the Closing Date (as defined below), to purchase up to an additional 1,650,000 Common Shares (the “Over-Allotment Shares”), to cover over-allotments, if any, and for market stabilization purposes. A purchaser who acquires Over-Allotment Shares issuable on the exercise of the Over-Allotment Option acquires those securities under this Prospectus regardless of whether the over-allotment position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. If the Over-Allotment Option is exercised in full (assuming no sales to the President’s List), the total “Price to the Public”, “Underwriters’ Commission” and “Net Proceeds to the Company” will be $92,092,000, $4,604,600 and $87,487,400, respectively. See “Plan of Distribution”. This Prospectus qualifies the distribution of the Offered Shares offered for sale pursuant to the Offering, the grant of the Over-Allotment Option and the distribution of the Over-Allotment Shares issuable pursuant to the exercise of the Over-Allotment Option.

Unless the context otherwise requires, references in this Prospectus to Offered Shares include Over-Allotment Shares.

Subject to applicable laws, the Underwriters may, in connection with the Offering, effect transactions intended to stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. The Underwriters propose to initially offer the Offered Shares at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Offered Shares at the Offering Price, the Underwriters may subsequently reduce the selling price of the Offered Shares to purchasers. See “Plan of Distribution”.

The Underwriters, as principals, conditionally offer the Offered Shares, subject to prior sale, if, as and when issued by the Company and accepted by the Underwriters in accordance with the terms and conditions contained in the Underwriting Agreement referred to under “Plan of Distribution”.

The following table sets forth the number of Over-Allotment Shares issuable under the Over-Allotment Option.

Underwriters’ position	Maximum size or number of securities available	Exercise period or acquisition date	Exercise price or average acquisition price
Total Over-Allotment Shares issuable under Over-Allotment Option	1,650,000 Over-Allotment Shares	Up to 30 days after Closing Date	$7.28 per Over-Allotment Share

Subscriptions for the Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. It is expected that the closing of the Offering (the “Closing”) will take place on or about December 18, 2019, or such other date as may be agreed upon by the Company and the Underwriters, but in any event not later than 42 days following the date of a final receipt for this Prospectus (the “Closing Date”).

No certificate evidencing the Offered Shares distributed under this Prospectus will be issued to purchasers under this Prospectus, except in certain limited circumstances. The Offered Shares are expected to be deposited electronically with CDS Clearing and Depository Services Inc. (“CDS”) on the Closing Date through the non-certificated inventory system of CDS. Purchasers of Offered Shares under this Prospectus will receive only a customer confirmation from the Underwriters or other registered dealer who is a CDS Participant (as defined below) and from or through whom a beneficial interest in the Offered Shares is purchased. See “Plan of Distribution”.

Investment in the Offered Shares being offered is highly speculative and involves significant risks that you should consider before purchasing such Offered Shares. You should carefully review the risks outlined in this Prospectus and in the documents incorporated by reference in this Prospectus, as well as the information under “Cautionary Note Regarding Forward-Looking Statements” and consider such risks and information in connection with an investment in the Offered Shares. See “Risk Factors”.

Investors should rely only on the information contained in or incorporated by reference into this Prospectus. Neither the Company nor the Underwriters has authorized anyone to provide investors with different information. Information contained on the Company’s website shall not be deemed to be a part of this Prospectus or incorporated by reference herein and should not be relied upon by prospective investors for the purpose of determining whether to invest in the Offered Shares. Neither the Company nor the Underwriters are making an offer of the Offered Shares in any jurisdiction where the offer or sale is not permitted. Investors should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the face page of this Prospectus. The Company’s business, operating results, financial condition and prospects may have changed since the date of this Prospectus. The Company does not undertake to update the information contained or incorporated by reference herein, except as required by applicable securities laws.

This Offering is made by a Canadian issuer that is permitted, under the multi-jurisdictional disclosure system adopted by the United States and Canada, to prepare this short form prospectus in accordance with Canadian disclosure requirements. Purchasers of the Offered Shares should be aware that such requirements are different from those of the United States. Financial statements incorporated herein by reference have been prepared in accordance with the International Accounting Standards Board’s International Financial Reporting Standards (“IFRS”) and may be subject to foreign auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies.

Purchasers of the Offered Shares should be aware that the acquisition of the Offered Shares may have tax consequences both in the United States and in Canada. Such consequences for purchasers who are resident in, or citizens of, the United States or who are resident in Canada may not be described fully herein. Prospective purchasers are advised to consult their own tax advisors regarding the application of Canadian or United States federal income tax laws to their particular circumstances, as well as any other provincial, state, foreign and other tax consequences of acquiring, holding or disposing of the Offered Shares and related securities. See “Certain United States Federal Tax Considerations”.

The enforcement by investors of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that the Company is incorporated under the laws of a province of Canada, that all of its officers and directors are not residents of the United States, that some or all of the underwriters or experts named herein are not residents of the United States, and that a substantial portion of the assets of the Company and said persons are located outside the United States. See “Enforceability of Civil Liabilities Against Non-U.S. Persons”.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE OFFERED SHARES NOR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS SHORT FORM PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Roth Capital Partners, LLC is not registered as an investment dealer in any Canadian jurisdiction and, accordingly, will only sell or solicit offers to purchase the Offered Shares, directly or indirectly, into the United States and will not, directly or indirectly, sell or solicit offers to purchase the Offered Shares in Canada.

The Company is neither a “connected issuer” nor a “related issuer” of the Underwriters as defined in National Instrument 33-105—Underwriting Conflicts.

The Company’s head office is located at Suite 501—570 Granville Street, Vancouver, British Columbia V6C 3P1 and its registered office is located at 19th Floor, 885 West Georgia Street, Vancouver, British Columbia V6C 3H4.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	1
CAUTIONARY NOTE TO U.S. INVESTORS REGARDING PREPARATION OF FINANCIAL INFORMATION	2
CAUTIONARY NOTE TO U.S. INVESTORS REGARDING THE USE OF MINERAL RESOURCE ESTIMATES	3
ENFORCEABILITY OF CIVIL LIABILITIES AGAINST NON-U.S. PERSONS	3
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION	4
DOCUMENTS INCORPORATED BY REFERENCE	4
MARKETING MATERIALS	6
WHERE YOU CAN FIND MORE INFORMATION	6
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT	7
ELIGIBILITY FOR INVESTMENT	7
SUMMARY BUSINESS OF THE COMPANY	7
RECENT DEVELOPMENTS	8
CONSOLIDATED CAPITALIZATION	9
USE OF PROCEEDS	9
DESCRIPTION OF SECURITIES DISTRIBUTED	11
PLAN OF DISTRIBUTION	11
PRIOR SALES	14
TRADING PRICE AND VOLUME	16
CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS	17
INTEREST OF EXPERTS	25
RISK FACTORS	25
MATERIAL CONTRACTS	34
LEGAL MATTERS	34
AUDITOR, TRANSFER AGENT AND REGISTRAR	34
APPENDIX A—Executive Summary from the Las Chispas Preliminary Economic Assessment	A-1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus contains or incorporates by reference “forward-looking statements” within the meaning of applicable Canadian and U.S. securities legislation. These forward-looking statements are made as of the date of this Prospectus or, in the case of documents incorporated by reference herein, as of the date of such documents and, except as required under applicable securities legislation, the Company does not intend and does not assume any obligation to update these forward-looking statements if circumstances or management’s beliefs, expectations or opinions change. Such forward-looking statements concern the Company’s anticipated results and developments in the Company’s operations in future periods, planned exploration and development of its properties, planned expenditures and plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on expectations of future performance, including silver and gold production and planned work programs. In addition, these statements include, but are not limited to the Company’s application to list on the TSX and NYSE American the Offered Shares, the proposed use of proceeds of the Offering, the expectation that the Offering will close and the timing of the Closing, the future price of commodities, the estimation of mineral resources, the realization of mineral resource estimates, the timing and amount of estimated future production, costs of production, capital expenditures, costs and timing of the development of new deposits, timing of completion of technical reports and studies, success of exploration and development activities and mining operations, permitting time lines, currency fluctuations, requirements for additional capital, government regulation of exploration and production operations, environmental risks, unanticipated reclamation expenses, title disputes or claims, completion of acquisitions and their potential impact on the Company and its operations, limitations on insurance coverage; maintenance of adequate internal control over financial reporting; and the timing and possible outcome of litigation. In certain

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cases, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.

Forward-looking statements are made based upon certain assumptions and other important factors that, while considered reasonable by the Company, are inherently subject to significant business economic, competitive, political and social uncertainties and contingencies. The Company has made assumptions based on many of these factors which include, without limitation, present and future business strategies, the environment in which the Company will operate in the future, including the price of silver and gold, anticipated cost and the ability to achieve goals. Certain important factors that could cause actual results, performances or achievements to differ materially from those in the forward-looking statements include, among others, volatility in the price of silver and gold, discrepancies between actual estimated production, mineral resources and metallurgical recovery, mining operational and development risks, regulatory restrictions, activities by governmental authorities and changes in legislation, community relations, the speculative nature of mineral exploration, the global economic climate, loss of key employees, additional funding requirements and defective title to mineral claims or property. While the Company has attempted to identify important factors that could cause actual actions, events or results to differ from those described in forward-looking statements, there may be factors that cause actions, events or results not to be as anticipated, estimated or intended.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements, including those disclosed in this Prospectus under “Risk Factors” as well as those factors disclosed under “Description of Business—Risk Factors” in the Company’s AIF (as defined below under “Documents Incorporated by Reference”) which is incorporated by reference herein and including, without limitation: volatility in market price of the Common Shares; changes to the intended use of proceeds of the Offering and timing and closing of the Offering; the timing and content of work programs; results of exploration activities; the interpretation of drilling results and other geological data; reliability of mineral resource estimates; receipt, maintenance and security of permits and mineral property titles; enforceability of contractual interests in mineral properties; environmental and other regulatory risks; compliance with changing environmental regulations; dependence on local community relationships; risks of local violence; reliability of costs estimates; project cost overruns or unanticipated costs and expenses; precious metals price fluctuations; fluctuations in the foreign exchange rate (particularly the Mexican peso, Canadian dollar and United States dollar); uncertainty in the Company’s ability to fund the exploration and development of its mineral properties or the completion of further exploration programs; uncertainty as to whether the Company’s exploration programs will result in the discovery, development or production of commercially viable ore bodies or yield reserves; risks related to mineral properties being subject to prior unregistered agreements, transfers, claims and other defects in title; uncertainty in the ability to obtain financing if required; maintaining adequate internal control over financial reporting; dependence on key personnel; and general market and industry conditions. This list is not exhaustive of the factors that may affect the Company’s forward-looking statements. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking statements. The Company’s forward-looking statements are based on beliefs, expectations and opinions of management on the date the statements are made. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

CAUTIONARY NOTE TO U.S. INVESTORS REGARDING PREPARATION OF FINANCIAL INFORMATION

As a Canadian company, the Company prepares its financial statements in accordance with IFRS. Consequently, all of the financial statements and financial information of the Company included or incorporated herein is prepared in accordance with IFRS, which is materially different than financial statements and financial information prepared in accordance with U.S. generally accepted accounting principles.

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CAUTIONARY NOTE TO U.S. INVESTORS REGARDING THE USE OF MINERAL RESOURCE ESTIMATES

The Company is subject to the reporting requirements of the applicable Canadian securities laws, and as a result reports the mineral resources of the projects it has an interest in according to Canadian standards. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101—Standards of Disclosure for Mineral Projects (“NI 43-101”) and are different from U.S. reporting standards under Industry Guide 7. The definitions of NI 43-101 are adopted from those given by the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”). U.S. reporting requirements are currently governed by Industry Guide 7. This Prospectus includes or incorporates by reference estimates of mineral resources reported in accordance with NI 43-101. These reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but embody different approaches and definitions. The Company reports estimates of “mineral resources” in accordance with NI 43-101. While the terms “Mineral Resource”, “Indicated Mineral Resource” and “Inferred Mineral Resource” are recognized by NI 43-101, they are not defined terms under Industry Guide 7 and, generally, U.S. companies reporting pursuant to Industry Guide 7 have historically not been permitted to report estimates of mineral resources of any category in documents filed with the SEC. As such, certain information included or incorporated by reference in this Prospectus concerning descriptions of mineralization and estimates of mineral resources under Canadian standards is not comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of the SEC pursuant to Industry Guide 7. Readers are cautioned not to assume that all or any part of Indicated Mineral Resources will ever be converted into mineral reserves recognized under NI 43-101 or Industry Guide 7. Readers are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable. The quantity and grade or quality of Inferred Mineral Resources are estimated on the basis of limited geological evidence and sampling, and geological evidence is sufficient to imply but not verify geological and grade or quality continuity. Accordingly, a reader cannot assume that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, Inferred Mineral Resources must not be included in the economic analysis, production schedules, or estimated mine life in any publicly disclosed pre-feasibility or feasibility studies and can only be used in economic studies as provided under NI 43-101.

ENFORCEABILITY OF CIVIL LIABILITIES AGAINST NON-U.S. PERSONS

The Company is incorporated under and governed by the Business Corporations Act (British Columbia). All of the Company’s directors and officers, and some or all of the underwriters or experts named in this Prospectus, are residents of Canada or otherwise reside outside of the United States, and a substantial portion of their assets, and a substantial portion of the Company’s assets, are located outside the United States. The Company has appointed an agent for service of process in the United States, but it may be difficult for holders of Common Shares who reside in the United States to effect service within the United States upon those directors, officers and experts who are not residents of the United States. It may also be difficult for holders of Common Shares who reside in the United States to realize in the United States upon judgments of courts of the United States predicated upon the Company’s civil liability and the civil liability of the Company’s directors and officers and experts under the United States federal securities laws. A final and conclusive in personam judgment of a United States court predicated solely upon civil liability under United States federal securities laws may be enforceable in British Columbia; however, a British Columbia court will enforce any such judgment only if several conditions are met. Those conditions include, among other things: (a) the British Columbia court has territorial competence and does not decline to exercise that territorial competence or, if it lacks territorial competence, exercises its discretion to hear the action; (b) the United States court in which the judgment was obtained had jurisdiction as recognized by the British Columbia court, (c) the judgment is not void or voidable under the laws of the United States court and was not obtained by fraud or in a manner contrary to the rules of natural justice; (d) if obtained by default, there is no manifest error on the face of the judgment; (e) the enforcement of the judgment is not contrary to public policy and does not constitute, directly or indirectly, the enforcement of laws characterized by a British Columbia

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court as being a revenue, expropriatory, penal or similar law; and (f) the action to enforce the judgment is commenced and maintained in accordance with the procedural requirements of, and within the applicable limitation periods under, British Columbia law. Furthermore, the British Columbia court may stay or decline to hear the action to enforce a judgment of a United States court pending an appeal or if there is any subsisting judgment in any jurisdiction relating to the same cause of action. The enforceability of a judgment of a foreign court is subject to, among other things, applicable bankruptcy, insolvency, moratorium, arrangement, winding-up and other similar laws generally affecting the enforcement of rights of creditors and the general principles of equity. However, there is substantial doubt whether an action could be brought in Canada in the first instance on the basis of liability predicated solely upon United States federal securities laws.

The Company filed with the SEC, concurrently with the Company’s registration statement on Form F-10 of which this Prospectus forms a part, an appointment of agent for service of process on Form F-X. Under the Form F-X, the Company appointed CT Corporation System as its agent for service of process in the United States in connection with any investigation or administrative proceeding conducted by the SEC and any civil suit or action brought against or involving the Company in a United States court arising out of or related to or concerning the Offering.

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

References to “$” in this Prospectus are to Canadian dollars, unless otherwise indicated. References to “U.S.$” in this Prospectus are to United States dollars. On December 10, 2019, the Bank of Canada daily average rate of exchange for Canadian dollars and United States dollars was $1.00 = U.S.$0.7557 or U.S.$1.00 = $1.3233.

The following table sets forth, for each period indicated, the low and high exchange rates for United States dollar expressed in Canadian dollars, the exchange rate at the end of such period and the average of such exchange rates for each day during such period, based on the rate of exchange as reported by the Bank of Canada for the conversion of one United States dollar into Canadian dollars:

	Year Ended December 31,						Nine Months Ended September 30,
	2018		2017		2016		2019		2018
	($)		($)		($)		($)		($)
Low		1.2288		1.2128		1.2544		1.3038		1.2288
High		1.3642		1.3743		1.4589		1.3600		1.3310
Period End		1.3642		1.2545		1.3427		1.3243		1.2945
Average		1.2957		1.2986		1.3248		1.3292		1.2876

DOCUMENTS INCORPORATED BY REFERENCE

The following documents of the Company, filed with, or furnished to, the securities regulatory authorities in the jurisdictions in Canada in which the Company is a reporting issuer, and with the SEC, are specifically incorporated by reference into, and form an integral part of, this Prospectus:

1. the annual information form of the Company for the year ended December 31, 2018 (the “AIF”);

2. the amended audited annual consolidated financial statements of the Company for the year ended December 31, 2018 and the auditor’s report thereon;

3. the management’s discussion and analysis of financial condition and results of operations of the Company for the year ended December 31, 2018;

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4. the information circular dated April 12, 2019 with respect to the Company’s annual general meeting of shareholders held on May 30, 2019;

5. the interim consolidated financial statements of the Company for the nine months ended September 30, 2019;

6. the interim management’s discussion and analysis of financial condition and results of operations of the Company for the nine months ended September 30, 2019;

7. the material change report dated January 17, 2019 of the Company with respect to the completion of a non-brokered private placement of 100,000 units at $2.92 per unit for gross proceeds of $292,000;

8. the material change report dated July 24, 2019 of the Company with respect to the announcement of the “August Prospectus Offering” and the “SSR Private Placement” (each as defined under “Recent Developments”);

9. the material change report dated August 19, 2019 of the Company with respect to the completion of the August Prospectus Offering;

10. the material change report dated August 19, 2019 of the Company with respect to the completion of the SSR Private Placement;

11. the material change report dated December 9, 2019 of the Company with respect to the announcement of the Offering;

12. the technical report entitled “Technical Report and Preliminary Economic Assessment for the Las Chispas Property, Sonora, Mexico”, effective May 15, 2019, as amended and dated July 19, 2019, prepared by James Barr, P.Geo., Hassan Ghaffari, P.Eng. and Mark Horan, P.Eng. (the “Las Chispas Preliminary Economic Assessment”); and

13. the template version of the marketing materials for the Offering dated December 3, 2019.

Certain terms capitalized but not defined herein have the meanings ascribed to them in the AIF as the context may require.

All documents of the type referred to in section 11.1 of Form 44-101F1 of National Instrument 44-101—Short Form Prospectus Distributions filed by the Company with the securities commissions or similar regulatory authorities in the applicable provinces of Canada after the date of this Prospectus, and before the termination of the Offering, are deemed to be incorporated by reference into this Prospectus. In addition, any similar documents filed or furnished by the Company with the SEC in its periodic reports on Form 6-K or annual reports on Form 40-F and any other documents filed with or furnished to the SEC pursuant to Section 13(a), 13(c) or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), in each case after the date of this Prospectus, shall be deemed to be incorporated by reference into this Prospectus and the registration statement of which this Prospectus forms a part if and to the extent expressly provided in such reports. To the extent that any document or information incorporated by reference into this Prospectus is included in a report that is filed with or furnished to the SEC on Form 40-F, 20-F, 10-K, 10-Q, 8-K or 6-K (or any respective successor form), such document or information shall also be deemed to be incorporated by reference as an exhibit to the registration statement of which this Prospectus forms a part.

Documents referenced in any of the documents incorporated by reference in this Prospectus but not expressly incorporated by reference therein or herein and not otherwise required to be incorporated by reference therein or in this Prospectus are not incorporated by reference in this Prospectus.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not constitute a part of this Prospectus, except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a

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prior statement or include any other information set forth in the document that contains the statement that it modifies or supersedes. The making of such a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of the Company at Suite 501—570 Granville Street, Vancouver, British Columbia V6C 3P1, telephone: 1-604-694-1730 or toll free: 1-866-691-1730, and are also available electronically at www.sedar.com.

MARKETING MATERIALS

Any “template version” of any “marketing materials” (as defined in National Instrument 41-101—General Prospectus Requirements) that are utilized by the Underwriters in connection with the Offering are not part of this Prospectus to the extent that the contents of template version of the marketing materials have been modified or superseded by a statement contained in this Prospectus. Any template version of any other marketing materials filed on SEDAR at www.sedar.com after the date of this Prospectus but before the termination of the distribution under the Offering (including any amendments to, or an amended version of, the marketing materials) is deemed to be incorporated by reference in this Prospectus.

WHERE YOU CAN FIND MORE INFORMATION

The Company has filed with the SEC, under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), a registration statement on Form F-10 relating to the Offered Shares. This Prospectus does not contain all of the information contained in the registration statement, certain items of which are contained in the exhibits to the registration statement as permitted by the rules and regulations of the SEC. Statements included in this Prospectus or the documents incorporated by reference herein about the contents of any contract, agreement or other document referred to are not necessarily complete, and in each instance, prospective investors should refer to the exhibits for a complete description of the matter involved. Each such statement is qualified in its entirety by such reference.

The Company will provide to each person to whom this Prospectus is delivered, without charge, upon request to the Chief Financial Officer of the Company at Suite 501—570 Granville Street, Vancouver, British Columbia, Canada V6C 3P1, telephone: 1-604-694-1730 or toll free: 1-866-691-1730, copies of the documents incorporated by reference in this Prospectus. The Company does not incorporate by reference in this Prospectus any of the information on, or accessible through, its website.

The Company files certain reports with, and furnishes other information to, each of the SEC and certain securities commissions or similar regulatory authorities of Canada. Under a multi-jurisdictional disclosure system adopted by the United States and Canada, such reports and other information may be prepared in accordance with the disclosure requirements of the securities regulatory authorities in the applicable provinces of Canada, which requirements are different from those of the United States. As a foreign private issuer, the Company is exempt from the rules under the U.S. Exchange Act prescribing the furnishing and content of proxy statements, and the Company’s officers and directors are exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the U.S. Exchange Act. The Company’s reports and other information filed or furnished with or to the SEC are available from the SEC’s Electronic Document Gathering and Retrieval System (“EDGAR”) at www.sec.gov, as well as from commercial document retrieval services. The Company’s Canadian filings are available on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com. Unless specifically incorporated by reference herein, documents filed or furnished by the Company on SEDAR or EDGAR are neither incorporated in nor part of this Prospectus.

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DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

In addition to the documents specified in this Prospectus under “Documents Incorporated by Reference”, the Underwriting Agreement, the consents of the auditor, experts who authored technical reports on the Company’s mineral properties (N. Eric Fier, CPG, P.Eng, James Barr, P.Geo., Hassan Ghaffari, P.Eng., Mark Horan, P.Eng. and Tetra Tech Canada Inc.) and legal counsel, and the powers of attorney from the directors and certain officers of the Company, have been or will be filed with the SEC as part of the registration statement of which this Prospectus forms a part.

ELIGIBILITY FOR INVESTMENT

In the opinion of Koffman Kalef LLP, counsel to the Company, based on the provisions of the Income Tax Act (Canada) and the regulations thereunder (collectively, the “Tax Act”) in force as of the date hereof and all proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof, the Offered Shares, if issued on the date hereof, will be qualified investments for a trust governed by a registered retirement savings plan (“RRSP”), a registered retirement income fund (“RRIF”), a registered education savings plan (“RESP”), a deferred profit sharing plan, a registered disability savings plan (“RDSP”) and a tax-free savings account (“TFSA”) as each of those terms is defined in the Tax Act provided that the Offered Shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes the TSX).

Notwithstanding that the Offered Shares may be a qualified investment for a trust governed by an RRSP, RRIF, RESP, RDSP, or TFSA (each, a “Registered Plan”), the annuitant of an RRSP or RRIF, the subscriber under an RESP or the holder of a TFSA or RDSP, as the case may be, (the “Controlling Individual”) will be subject to a penalty tax in respect of Offered Shares held in the Registered Plan if the Offered Shares are a “prohibited investment” (as defined in the Tax Act) for the particular Registered Plan. The Offered Shares will be a “prohibited investment” for a Registered Plan if the Controlling Individual (i) does not deal at arm’s length with the Company for purposes of the Tax Act, or (ii) has a “significant interest” (as defined in subsection 207.01(4) of the Tax Act) in the Company. Generally, a Controlling Individual will not be considered to have a “significant interest” in the Company provided that the Controlling Individual, together with persons with whom the Controlling Individual does not deal at arm’s length, does not own, directly or indirectly, at any time in the year 10% or more of the issued shares of any class of the Company or of any corporation related to the Company (for purposes of the Tax Act). In addition, the Offered Shares will not be a “prohibited investment” if the Offered Shares are “excluded property” as defined in the Tax Act for a Registered Plan.

Purchasers of Offered Shares should consult their own advisors to ensure that the Offered Shares would not be a prohibited investment in their particular circumstances.

SUMMARY BUSINESS OF THE COMPANY

The Company is a Canadian precious metals exploration company headquartered in Vancouver, British Columbia, that is focused on making new discoveries and value-added acquisitions, and targeting production in Mexico’s historic precious metal districts. The Company’s ongoing initiative is to increase its asset base by acquiring and developing substantial precious metal resources, and ultimately to operate high grade silver and/or gold mines in Mexico. The Company’s principal focus is currently its Las Chispas property (“Las Chispas”), which is located approximately 180 kilometres northeast of Hermosillo, Sonora, Mexico. Las Chispas is in a prolific mining area with nearby precious metal producers, and consists of 28 concessions totalling approximately 1,401 hectares.

The Company has a portfolio of three other mineral exploration properties, which are the Cruz de Mayo Property (Sonora, Mexico), Angel de Plata Property (Sonora, Mexico) and Estacion Llano Property (Sonora, Mexico).

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Further information regarding the business of the Company, its operations and its mineral properties can be found in the AIF and the materials incorporated by reference into this Prospectus. See “Documents Incorporated by Reference”.

RECENT DEVELOPMENTS

August Prospectus Offering

On August 15, 2019, the Company completed a public offering of 4,326,300 Common Shares at $5.85 per Common Share for gross proceeds of $25,308,855 pursuant to the Company’s prospectus dated August 7, 2019 (the “August Prospectus Offering”). The August Prospectus Offering was led by the Lead Underwriter and Desjardins on behalf of a syndicate of underwriters that included Cormark Securities Inc., PI Financial Corp., RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., Eight Capital, Beacon Securities Limited, Roth Capital Partners, LLC and Scotia Capital Inc. The Company paid the underwriters an aggregate cash commission of $1,252,942.

The following table compares the estimated and actual use of net proceeds from the August Prospectus Offering (other than working capital) to November 30, 2019:

Description of expenditure	Estimated cost (Cdn.$)(1)		Estimated cost (U.S.$)		Actual and accrued expenditures to November 30, 2019 (Cdn.$)(2)		Actual and accrued expenditures to November 30, 2019 (U.S.$)
Feasibility study		4,638,550		3,500,000		843,053		634,399
In-fill and expansion drilling		5,301,200		4,000,000		4,745,288		3,570,839
Underground exploration and development		5,963,850		4,500,000		3,172,914		2,387,624
Permitting and water rights		1,325,300		1,000,000		0		0

(1) Based on the exchange rate of U.S.$1.00 = $1.3253 as at August 6, 2019 used in the prospectus for the August Prospectus Offering.

(2) Based on the exchange rate of U.S.$1.00 = $1.3289 as at November 29, 2019.

SSR Mining Private Placement

In connection with the August Prospectus Offering, SSR Mining Inc. (“SSR Mining”) elected to exercise its right to maintain its pro rata ownership interest of up to 9.9% of the outstanding Common Shares of the Company pursuant to an agreement dated November 28, 2018 between the Company and SSR Mining (the “SSR Agreement”). Accordingly, SSR Mining purchased pursuant to a separate non-brokered private placement (the “SSR Private Placement”) 780,000 Common Shares at $5.85 per Common Share for aggregate gross proceeds to the Company of $4,563,000.

In connection with the Offering, SSR Mining also has the right to maintain its pro rata ownership interest of up to 9.9% of the outstanding Common Shares of the Company pursuant to the SSR Agreement. The Company has agreed to extend the time period during which SSR Mining must exercise such right to 45 days from the date that the Company gives SSR Mining notice of the Offering.

Preliminary Economic Assessment

The Las Chispas Preliminary Economic Assessment with an effective date of May 15, 2019 was prepared for the Company by James Barr, P.Geo., Hassan Ghaffari, P.Eng. and Mark Horan, P.Eng., each of whom is a “qualified person” and “independent”, as such terms are defined in NI 43-101. Attached as Appendix A to this Prospectus is the extracted summary section from the Las Chispas Preliminary Economic Assessment which is subject to any updated information contained elsewhere in this Prospectus. The Las Chispas Preliminary Economic Assessment

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is incorporated by reference herein and, for full technical details, reference should be made to the complete text of the Las Chispas Preliminary Economic Assessment.

The summary of the Las Chispas Preliminary Economic Assessment set out in Appendix A to this Prospectus does not purport to be a complete summary of Las Chispas and is subject to all the assumptions, qualifications and procedures set out in the Las Chispas Preliminary Economic Assessment and is qualified in its entirety with reference to the full text of the Las Chispas Preliminary Economic Assessment. Readers should read the summary in conjunction with the Las Chispas Preliminary Economic Assessment.

Las Chispas Property Updates

In the months of June and August 2019, the Company exercised its options to acquire the remaining optioned Las Chispas mineral concessions totalling 432.34 hectares and now owns 100% of all of the previously optioned Las Chispas mineral concessions.

In August 2019, the Company was granted a general explosives permit which allows the use of explosives on site in designated areas and is for life-of-mine duration on condition that standard policies are followed and conditions are met.

In August 2019, the Company acquired water rights with sufficient volumes to support the operation of a mine at Las Chispas, as outlined in the Las Chispas Preliminary Economic Assessment.

CONSOLIDATED CAPITALIZATION

As at September 30, 2019, the date of the Company’s most recently filed financial statements, there were 91,895,615 issued and outstanding Common Shares, outstanding warrants to purchase an aggregate of 2,965,401 Common Shares at prices ranging from $1.45 to $4.03 per Common Share and outstanding options to purchase an aggregate of 7,967,500 Common Shares at prices ranging from $0.16 to $8.21 per Common Share. Except as otherwise disclosed herein, there have been no material changes in the share and loan capital on a consolidated basis since September 30, 2019.

The following table shows the effect of the Offering on the issued capital of the Company. The following table should be read in conjunction with the Company’s most recently filed financial statements incorporated by reference in this Prospectus:

Designation of security	Amount authorized		Outstanding as at September 30, 2019		Outstanding as at September 30, 2019 after completion of the Offering(1)		Outstanding as at September 30, 2019 after completion of the Offering and assuming exercise of the Over-Allotment Option(1)
Common Shares		unlimited		91,895,615 shares		104,425,015 shares		106,075,015 shares

(1) Includes 1,529,400 Common Shares issued upon the exercise of stock options and share purchase warrants during the period from October 1, 2019 to December 10, 2019.

USE OF PROCEEDS

Assuming that there is no exercise of the Over-Allotment Option, the Company expects to receive $75,426,000 in net proceeds from the Offering after deducting the maximum Underwriters’ Commission (assuming no sales to the President’s List) and the estimated expenses of the Offering of $650,000.

If the Over-Allotment Option is exercised in full, the Company expects to receive $86,837,400 in net proceeds after deducting the maximum Underwriters’ Commission (assuming no sales to the President’s List) and the estimated expenses of the Offering of $650,000.

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The Company intends to use the estimated net proceeds of $75,426,000 (approximately U.S.$56,999,428) from the Offering (before giving effect to any exercise of the Over-Allotment Option) as follows:

Description of expenditure	Estimated cost (Cdn.$)		Estimated cost (U.S.$)(1)
For Las Chispas Property
Exploration infill and expansion drilling		30,000,000		22,671,000
Underground exploration and development		30,000,000		22,671,000
Surface infrastructure, permitting and development work		3,000,000		2,267,100
Road construction and access		1,000,000		755,700
Geophysics, environmental and sustainability		1,000,000		755,700
Prospective local property acquisitions and related exploration work		4,000,000		3,022,800
General working capital and administrative expenses		6,426,000		4,856,128
Total		75,426,000		56,999,428

(1) Based on the exchange rate of $1.00 to U.S.$0.7557 referred to under “Currency Presentation and Exchange Rate Information”.

The Company is an exploration company and does not anticipate receiving any cash flow from operating activities in future periods. As of November 30, 2019, the Company’s estimated cash and cash equivalent is approximately $32.9 million and working capital is approximately $25.3 million. From December 31, 2018 to November 30, 2019, the Company’s working capital decreased by $17.8 million, primarily from cash used in operating activities of $8.5 million and cash used in exploration and evaluation assets of $39.1 million, offset by cash received from Common Share issuances of $32.4 million.

If the Over-Allotment Option is exercised, any additional net proceeds from the Offering would be allocated to general working capital.

Although the Company intends to use the net proceeds from the Offering as set forth above, the actual allocation of the net proceeds may vary depending on future developments in the Company’s mineral properties or unforeseen events.

The Company is in the business of mineral exploration, has had no history of revenue or earnings and has had negative operating cash flow from its operating activities during both its most recently completed financial year and to date. See “Risk Factors—Certain Risks Relating to the Company”.

Business Objectives and Milestones

The Company is a Canadian precious metals exploration company that is focused on new discoveries, value-added acquisitions and targeting production in Mexico’s precious metal districts. The Company’s ongoing initiative is to increase its asset base by acquiring and developing substantial precious metal resources, and ultimately operating high grade silver and/or gold mines in Mexico.

For the last three fiscal years, the Company has been focused on its exploration program at Las Chispas located in the State of Sonora, Mexico. The Las Chispas Preliminary Economic Assessment is based on the Company’s February 2019 mineral resource estimate. The ongoing program at Las Chispas is expected to be completed by the first half of 2020 and will include the following activities:

• completion of a feasibility study with site work by the first half of 2020. Site work includes metallurgical testing, geotechnical work and analysis, trade-off mining studies, ongoing environmental baseline work, tailings characterization, tailings underground backfill study and additional survey work;

• expansion and infill drilling on multiple precious metal epithermal veins primarily on the high-grade Babicanora veins to support potential resource expansion and reserve estimation in a feasibility study;

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• in the first half of 2019, the construction of an exploration decline (Santa Rosa Decline, 4.5 metre by 4.0 metre) into the high-grade Area 51 zone of the Babicanora Vein was completed with a total length of 586 metres intersecting the Babicanora Vein. As of early November 2019, approximately 2,000 metres of underground development has been completed with 450 metres on the strike of the vein excavating an estimated 15,000 tonnes of mineralized material stockpiled on the surface for future processing. An estimated 500 metres of further underground development including infrastructure with 200 additional metres of vein drifting is planned by the end of 2019. Surface stockpiling of mineralized material for a total of approximately 20,000 tonnes is planned for 2019. In the first half of 2020, the Company anticipates an estimated 2,500 metres of development, including in-vein drifting and stockpiling;

• on July 17, 2019, the Company received its operating permit (“MIA”) for Las Chispas for development, construction and operation of a 3,000 tonnes per day (maximum capacity) underground mine, conventional processing plant and subsequent dry stack tailings. The MIA is conditional on 30 standard requirements by the Secretaria de Medio Ambiente y Recuros Naturales designed to protect and monitor the environment, use of best management practices with respect to the environment, which requirements must be completed before construction and for life-of-mine. Work related to these requirements is planned and budgeted for the remainder of 2019 and the first half of 2020 and the associated costs have been reflected in the use of proceeds; and

• as outlined in the Las Chispas Preliminary Economic Assessment, 22 typical permits and requirements are necessary to start operations. Two of these permits, including the MIA (which is the most significant permit), have been obtained. The remaining construction and operating permits should be obtained over the next two years, some before construction and the remainder before operations. Associated costs have been reflected in the use of proceeds.

Subject to completion of a successful feasibility study, the Company anticipates making a mine construction decision in mid-2020 with conceptual ground breaking in the second half of 2020 and initial production targeted for late 2021.

DESCRIPTION OF SECURITIES DISTRIBUTED

Common Shares

The Company is authorized to issue an unlimited number of Common Shares without par value. As at December 10, 2019, there were 93,425,015 Common Shares issued and outstanding. As of the Closing Date of the Offering, and assuming that the Offering is fully subscribed and that no further Common Shares are issued upon the exercise of outstanding options or warrants, the Company will have 104,425,015 Common Shares issued and outstanding (106,075,015 Common Shares if the Over-Allotment Option is exercised in full).

Each Common Share ranks equally with all other Common Shares with respect to distribution of assets upon dissolution, liquidation or winding-up of the Company and payment of dividends. The holders of Common Shares are entitled to one vote for each share on all matters to be voted on by such holders and are entitled to receive pro rata such dividends as may be declared by the board of directors of the Company. The holders of Common Shares have no pre-emptive or conversion rights. The rights attaching to the Common Shares can only be modified by the affirmative vote of at least two-thirds of the votes cast at a meeting of shareholders called for that purpose.

PLAN OF DISTRIBUTION

Pursuant to the Underwriting Agreement dated as of December 3, 2019 between the Company and the Underwriters, the Company has agreed to sell, and the Underwriters have severally and not jointly, nor jointly and severally, agreed to purchase, as principals, on the Closing Date, all but not less than all of the 11,000,000 Offered Shares at the Offering Price, payable in cash to the Company against delivery of the Offered Shares, subject to compliance with all of the necessary legal requirements and to the conditions contained in the

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Underwriting Agreement. The obligations of the Underwriters under the Underwriting Agreement are several, and not joint, nor joint and several, and may be terminated at their discretion on the basis of a material adverse change to the Company that is expected to have a material adverse effect on the market price of the Company’s Common Shares, a major financial occurrence that is expected to materially adversely affect the markets or business of the Company, an order to cease or suspend trading in any securities of the Company that has not been withdrawn, a proceeding which prevents or restricts trading of the securities of the Company or adversely affects or will adversely affect the financial markets or the business of the Company, and may also be terminated upon the occurrence of certain other stated events. The Underwriters are, however, obligated to take up and pay for all of the Offered Shares if any of the Offered Shares are purchased under the Underwriting Agreement; provided that if any Underwriter fails to purchase the pro rata percentage of Offered Shares it agreed to acquire under the Underwriting Agreement, such number of Offered Shares is greater than 5% of the aggregate number of Offered Shares, and the remaining Underwriters do not exercise their right to acquire such Offered Shares, then the remaining Underwriters not in default shall be relieved of all obligations to the Company arising from such default. The Offering Price and other terms of the Offering were determined by arms’ length negotiation between the Company and the Lead Underwriter.

The Company has granted to the Underwriters the Over-Allotment Option, exercisable from time to time up to 30 days after the Closing Date in whole or in part, at the sole discretion of the Underwriters, to purchase the Over-Allotment Shares, at the Offering Price, to cover over-allotments, if any, and for market stabilization purposes. A person who acquires Over-Allotment Shares issuable upon exercise of the Over-Allotment Option acquires such Over-Allotment Shares under this Prospectus regardless of whether the over-allotment position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

The total gross proceeds payable in cash to the Company against delivery of the Offered Shares will be $80,080,000 ($92,092,000 if the Over-Allotment Option is exercised in full). The Company has agreed to pay a cash commission to the Underwriters in the amount equal to up to 5.0% of the gross proceeds of the Offering including gross proceeds realized on the sale of Over-Allotment Shares, if any, in consideration for services rendered, provided that the Underwriters’ Commission will be 2.5% in respect of up to $5,000,000 of gross proceeds from Offered Shares sold to purchasers on the President’s List. In addition, the Company has agreed to reimburse the Underwriters for expenses relating to clearance of the Offering with the Financial Industry Regulatory Authority, Inc., or FINRA, in an amount up to U.S.$20,000.

This Prospectus qualifies the distribution of the Offered Shares offered for sale pursuant to the Offering, the grant of the Over-Allotment Option, and the distribution of the Over-Allotment Shares issuable pursuant to the exercise of the Over-Allotment Option.

The Offered Shares will be offered concurrently in the United States and in all the provinces of Canada other than Québec pursuant to the multi-jurisdictional disclosure system adopted by the SEC and the securities regulatory authorities in Canada. The Offered Shares will be offered in the United States and Canada through the Underwriters or their affiliates who are registered to offer the Offered Shares for sale in the United States and such provinces of Canada, as applicable, and such other registered dealers as may be designated by the Underwriters. No Offered Shares will be offered or sold in any jurisdiction except by or through brokers or dealers duly registered under the applicable securities laws of that jurisdiction, or in circumstances where an exemption from such registered dealer requirements is available.

Subscriptions for the Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. It is anticipated that the Offered Shares will be delivered under the book-based system through CDS or its nominee and deposited in electronic form with CDS on the Closing Date. A purchaser of Offered Shares will receive only a customer confirmation from the registered dealer, broker, bank or other financial institution (each a “CDS Participant”) through which the Offered Shares are purchased. Unless a request for a certificate is made to the Company, no purchaser of Offered Shares will receive a certificate or other instrument from the Company, the Underwriters or CDS

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evidencing that person’s interest in or ownership of any Offered Shares, or will be shown on the records maintained by CDS, except through an agent that is a CDS Participant.

The Underwriters propose to initially offer the Offered Shares at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Offered Shares at the Offering Price, the Underwriters may subsequently reduce the selling price of the Offered Shares to purchasers. If the selling price is reduced, the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by the purchasers for the Offered Shares is less than the proceeds paid by the Underwriters to the Company.

The Common Shares are listed for trading on the TSX and NYSE American. The TSX has conditionally approved the listing on the TSX of the Offered Shares issuable under this Prospectus (including the Over-Allotment Shares issuable on the exercise of the Over-Allotment Option), subject to the Company fulfilling all of the listing requirements of the TSX. The Company has applied to list on the NYSE American the Offered Shares issuable under this Prospectus (including the Over-Allotment Shares issuable on the exercise of the Over-Allotment Option). Listing will be subject to the Company fulfilling all of the listing requirements of the NYSE American.

Pursuant to the rules and policy statements of certain Canadian securities regulators, the Underwriters may not, at any time during the period ending on the date the selling process for the Offered Shares ends and all stabilization arrangements relating to the Offered Shares are terminated, bid for or purchase Common Shares for their own account or for accounts over which they exercise control or direction. The foregoing restrictions are subject to certain exceptions including a bid for or purchase of Common Shares: (i) if the bid or purchase relates to market stabilization or market balancing activities and is made through the facilities of a recognized stock exchange, in accordance with the Universal Market Integrity Rules of the Investment Industry Regulatory Organization of Canada; (ii) made for or on behalf of a client, other than certain prescribed clients, provided that the client’s order was not solicited by the Underwriters, or if the client’s order was solicited, the solicitation occurred before the commencement of a prescribed restricted period; and (iii) to cover a short position entered into prior to the commencement of a prescribed restricted period. The Underwriters may engage in market stabilization or market balancing activities on the TSX or NYSE American where the bid for or purchase of Common Shares is for the purpose of maintaining a fair and orderly market in the Common Shares, subject to price limitations applicable to such bids or purchases. Such transactions, if commenced, may be discontinued at any time.

The Company has agreed to indemnify each of the Underwriters and their affiliates and their respective directors, officers, employees and agents against certain liabilities and expenses.

The Company has agreed with the Underwriters not to, directly or indirectly, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or agree to, or announce any intention to, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, any additional Common Shares or any securities convertible or exchangeable into Common Shares, other than pursuant to (i) the exercise of the Over-Allotment Option or (ii) the grant or exercise of stock options and other similar issuances pursuant to any stock option plan or similar share compensation arrangements in place prior to the Closing Date, until 90 days after the Closing Date, without the prior written consent of the Lead Underwriter, such consent not be unreasonably withheld.

It is expected that delivery of the Offered Shares will be made against payment therefor on or about the Closing Date specified on the cover page of this Prospectus, which will not be two business days following the date of the Prospectus (this settlement cycle being referred to as “T+2”). Under Rule 15c6-1 of the U.S. Exchange Act, trades in the secondary market are generally required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade their Offered Shares prior to the Closing Date will be required, by virtue of the fact that the Offered Shares will not settle in T+2, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Offered Shares who wish to trade their Offered Shares prior to the Closing Date should consult their own advisors.

Roth Capital Partners, LLC is not registered as an investment dealer in any Canadian jurisdiction and, accordingly, will only sell or solicit offers to purchase the Offered Shares, directly or indirectly, into the United States and will not, directly or indirectly, sell or solicit offers to purchase the Offered Shares in Canada.

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Notice to Investors in the European Economic Area

The expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

In relation to each Member State of the European Economic Area (“Member State”), with effect from and including the date on which the Prospectus Regulation is directly effective in all Member States, the Offered Shares may not be offered or sold to the public in that Member State prior to the publication of a prospectus in relation to the Offered Shares which has been approved by the competent authority in that Member State or, where appropriate, approved in another Member State and notified to the applicable competent authority in that Member State, all in accordance with the Prospectus Regulation, except that the Offered Shares may be offered to the public in that Member State at any time:

• to persons or entities that are “qualified investors” as defined in the Prospectus Regulation;

• to fewer than 150 natural or legal persons (other than “qualified investors”), as permitted under the Prospectus Regulation, in each case subject to obtaining the prior consent of the Underwriters for any such offer; or

• in any circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offering of Offered Shares shall result in a requirement for the publication of a prospectus by the Company or the Underwriters pursuant to Article 3 of the Prospectus Regulation or to supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

In the case of any Offered Shares being offered to a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the Offered Shares acquired by it in the Offering have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Offered Shares to the public other than their offer or resale in a Member State to “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation or in circumstances in which the prior consent of the Underwriters has been obtained to each such proposed offer or resale. The Company, the Underwriters and their respective affiliates will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement.

For the purposes of this provision, the expression an “offer of Offered Shares to the public” in relation to any Offered Shares in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Shares to be offered so as to enable an investor to decide to purchase or subscribe for the Offered Shares.

PRIOR SALES

The following table sets out details of all Common Shares issued by the Company during the 12 months prior to the date of this Prospectus

Date	Number of Common Shares		Issue Price per Common Share		Reason for issuance
January 7, 2019		90,000	$	0.16	Stock option exercise
January 10, 2019		100,000	$	2.92	Private Placement
January 24, 2019		47,500	$	1.45	Warrant exercise
January 29, 2019		40,000	$	1.88	Stock option exercise
January 31, 2019		50,000	$	1.45	Warrant exercise
February 4, 2019		50,000	$	0.16	Stock option exercise
February 6, 2019		11,905	$	1.45	Warrant exercise
February 19, 2019		40,000	$	1.94	Stock option exercise
February 22, 2019		37,500	$	2.37	Stock option exercise
February 27, 2019		18,000	$	1.45	Warrant exercise
February 28, 2019		25,000	$	0.16	Stock option exercise

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Date	Number of Common Shares		Issue Price per Common Share		Reason for issuance
March 14, 2019		2,000	$	1.45	Warrant exercise
March 20, 2019		15,000	$	1.45	Warrant exercise
March 21, 2019		12,500	$	2.37	Stock option exercise
March 28, 2019		75,000	$	2.30	Stock option exercise
May 1, 2019		132,550	$	1.45	Warrant exercise
May 2, 2019		142,450	$	1.45	Warrant exercise
May 21, 2019		25,000	$	2.30	Stock option exercise
May 27, 2019		11,800	$	1.45	Warrant exercise
May 28, 2019		8,759	$	1.45	Warrant exercise
June 6, 2019		3,440	$	1.45	Warrant exercise
July 11, 2019		12,000	$	1.45	Warrant exercise
July 24, 2019		75,000	$	2.30	Stock option exercise
July 29, 2019		12,500	$	1.94	Stock option exercise
July 29, 2019		7,500	$	3.24	Stock option exercise
August 2, 2019		32,500	$	1.88	Stock option exercise
August 2, 2019		12,500	$	1.94	Stock option exercise
August 7, 2019		175,000	$	0.16	Stock option exercise
August 7, 2019		24,000	$	0.45	Warrant exercise
August 12, 2019		331,700	$	0.45	Warrant exercise
August 15, 2019		4,326,300	$	5.85	August Prospectus Offering
August 16, 2019		780,000	$	5.85	SSR Private Placement
August 16, 2019		75,000	$	2.30	Stock option exercise
August 22, 2019		43,300	$	1.45	Warrant exercise
September 5, 2019		13,000	$	1.45	Warrant exercise
September 9, 2019		34,500	$	1.45	Warrant exercise
September 12, 2019		95,000	$	1.45	Warrant exercise
September 19, 2019		47,500	$	1.45	Warrant exercise
October 8, 2019		21,500	$	1.45	Warrant exercise
October 8, 2019		10,000	$	2.30	Stock option exercise
October 24, 2019		225,900	$	2.29	Warrant exercise
November 1, 2019		12,000	$	1.45	Warrant exercise
November 5, 2019		301,000	$	1.45	Warrant exercise
November 6, 2019		24,000	$	1.45	Warrant exercise
November 20, 2019		12,000	$	1.45	Warrant exercise
November 22, 2019		187,000	$	1.45	Warrant exercise
November 25, 2019		24,000	$	1.45	Warrant exercise
November 26, 2019		20,000	$	1.45	Warrant exercise
November 29, 2019		2,500	$	1.45	Warrant exercise
December 2, 2019		12,000	$	1.45	Warrant exercise
December 3, 2019		12,000	$	1.45	Warrant exercise
December 5, 2019		527,500	$	1.45	Warrant exercise
December 10, 2019		138,000	$	1.45	Warrant exercise

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The following table sets out details of all securities convertible or exercisable into Common Shares that were issued or granted by the Company during the 12 months prior to the date of this Prospectus.

Date of Grant	Type of Security Issued	Number of Common Shares issuable upon exercise or conversion		Exercise or conversion price per Common Share
December 14, 2018	Stock options		1,582,500	$	3.24
January 10, 2019	Warrants		50,000	$	4.03
May 30, 2019	Stock options		150,000	$	4.54
September 4, 2019	Stock options		975,000	$	8.21
October 17, 2019	Stock options		7,500	$	7.89

TRADING PRICE AND VOLUME

The following table sets forth the monthly high and low prices and trading volumes of the Company’s Common Shares for the months indicated on the TSX Venture Exchange until August 29, 2019 and thereafter on the TSX to which the Company graduated:

Month	High ($)		Low ($)		Volume
December 2018		4.05		3.05		1,921,866
January 2019		4.89		3.73		3,273,800
February 2019		5.02		4.70		2,027,600
March 2019		4.97		4.34		1,942,900
April 2019		4.75		4.10		1,738,000
May 2019		4.78		3.99		4,270,980
June 2019		5.40		4.50		3,030,800
July 2019		7.24		4.87		5,146,000
August 2019		8.70		6.00		4,757,900
September 2019		8.73		6.67		5,099,800
October 2019		8.35		6.78		4,445,400
November 2019		7.94		6.88		8,691,600
December 2019 (to December 10)		8.25		7.35		3,480,100

The following table sets forth the monthly high and low prices and trading volumes of the Company’s Common Shares for the months indicated on the NYSE American:

Month	High (U.S.$)		Low (U.S.$)		Volume
December 2018		2.96		2.25		1,313,100
January 2019		3.72		2.76		1,822,500
February 2019		3.89		3.54		1,670,900
March 2019		3.80		3.23		1,440,400
April 2019		3.60		3.05		1,213,100
May 2019		3.74		2.96		1,398,529
June 2019		4.30		3.26		1,629,400
July 2019		5.65		3.74		3,883,400
August 2019		6.69		4.90		7,512,800
September 2019		6.55		5.05		7,360,200
October 2019		6.25		5.10		4,812,200
November 2019		5.97		5.21		6,419,400
December 2019 (to December 10)		6.21		5.54		3,067,200

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CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS

The following is a general summary of certain U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) arising from and relating to the acquisition, ownership and disposition of the Offered Shares acquired pursuant to this Prospectus.

This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. Holder as a result of the acquisition of common shares pursuant to this offering. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences to such U.S. Holder, including specific tax consequences to a U.S. Holder under an applicable tax treaty. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any U.S. Holder. This summary does not address the U.S. federal net investment income, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences to U.S. Holders of the acquisition, ownership, and disposition of Offered Shares. In addition, except as specifically set forth below, this summary does not discuss applicable tax reporting requirements. Each prospective U.S. Holder is urged to consult its own tax advisor regarding the U.S. federal, U.S. federal net investment income, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences relating to the acquisition, ownership and disposition of Offered Shares.

No opinion from legal counsel or ruling from the Internal Revenue Service (the “IRS”) has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the ownership and disposition of Offered Shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the positions taken in this summary.

THE FOLLOWING SUMMARY IS FOR GENERAL INFORMATION ONLY AND IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY HOLDER OR PROSPECTIVE HOLDER OF SHARES AND NO OPINION OR REPRESENTATION WITH RESPECT TO THE U.S. FEDERAL INCOME TAX CONSEQUENCES TO ANY SUCH HOLDER OR PROSPECTIVE HOLDER IS MADE. PROSPECTIVE HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR CONSEQUENCES TO THEM UNDER U.S. FEDERAL, STATE AND LOCAL, AND APPLICABLE FOREIGN, TAX LAWS OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF SHARES.

Scope of this Summary

Authorities

This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations (whether final, temporary, or proposed) promulgated under the Code, published rulings of the IRS, published administrative positions of the IRS, U.S. court decisions, and the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, that are in effect and available, as of the date of this document. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied retroactively. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.

U.S. Holders

For purposes of this summary, the term “U.S. Holder” means a beneficial owner of Offered Shares acquired pursuant to this Prospectus that is for U.S. federal income tax purposes:

• a citizen or individual resident of the United States;

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• a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) organized under the laws of the United States, any state thereof or the District of Columbia;

• an estate whose income is subject to U.S. federal income taxation regardless of its source; or

• a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

This summary does not address the U.S. federal income tax considerations applicable to U.S. Holders that are subject to special provisions under the Code, including U.S. Holders that: (a) are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) are financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) are brokers or dealers in securities or currencies or U.S. Holders that are traders in securities that elect to apply a mark-to-market accounting method; (d) have a “functional currency” other than the U.S. dollar; (e) own Offered Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other integrated transaction; (f) acquired Offered Shares in connection with the exercise of employee stock options or otherwise as compensation for services; (g) hold Offered Shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes); (h) are partnerships and other pass-through entities (and investors in such partnerships and entities); (i) are required to accelerate the recognition of any item of gross income with respect to Offered Shares as a result of such income being recognized on an applicable financial statement; (j) own, have owned or will own (directly, indirectly, or by attribution) 10% or more of the total combined voting power or value of the Company’s outstanding shares; (k) are U.S. expatriates or former long-term residents of the U.S.; (l) are subject to taxing jurisdictions other than, or in addition to, the United States; or (m) are subject to the alternative minimum tax. U.S. Holders that are subject to special provisions under the Code, including U.S. Holders described immediately above, are urged to consult their own tax advisors regarding the U.S. federal, U.S. federal net investment income, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences relating to the acquisition, ownership and disposition of Offered Shares.

If an entity or arrangement that is classified as a partnership (or other “pass-through” entity) for U.S. federal income tax purposes holds Offered Shares, the U.S. federal income tax consequences to such entity or arrangement and the owners of such entity or arrangement generally will depend on the activities of such entity or arrangement and the status of such partners (or other owners). This summary does not address the tax consequences to any such entity or arrangement or partner (or other owner). Partners (or other owners) of entities or arrangements that are classified as partnerships for U.S. federal income tax purposes are urged to consult their own tax advisor regarding the U.S. federal income tax consequences arising from and relating to the acquisition, ownership, and disposition of Offered Shares.

Passive Foreign Investment Company Rules

If the Company is considered a “passive foreign investment company” within the meaning of Section 1297 of the Code (a “PFIC”) at any time during a U.S. Holder’s holding period, the following sections will generally describe certain potentially adverse U.S. federal income tax consequences to U.S. Holders of the acquisition, ownership, and disposition of Offered Shares.

The Company believes that it was classified as a PFIC for its prior tax year, and based on current business plans and financial expectations, the Company expects that it may be a PFIC for its current tax year and may be a PFIC in future tax years. No opinion of legal counsel or ruling from the IRS concerning the status of the Company as a PFIC has been obtained or is currently planned to be requested. The determination of whether any corporation was, or will be, a PFIC for a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a

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PFIC for any tax year depends on the assets and income of such corporation over the course of each such tax year and, as a result, the Company’s PFIC status for the current year and future years cannot be predicted with certainty as of the date of this Prospectus. Accordingly, there can be no assurance that the IRS will not challenge any PFIC determination made by the Company. Each U.S. Holder is urged to consult its own tax advisor regarding the Company’s status as a PFIC and the PFIC status of each non-U.S. subsidiary of the Company.

In any year in which the Company is classified as a PFIC, a U.S. Holder will be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require. In addition to penalties, a failure to satisfy such reporting requirements may result in an extension of the time period during which the IRS can assess a tax. U.S. Holders are urged to consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS Form 8621 annually.

The Company generally will be a PFIC for any tax year in which (a) 75% or more of the gross income of the Company for such tax year is passive income (the “PFIC income test”) or (b) 50% or more of the value of the assets of the Company either produce passive income or are held for the production of passive income, based on the quarterly average of the fair market value of such assets (the “PFIC asset test”). “Gross income” generally includes sales revenues less the cost of goods sold, plus income from investments and from incidental or outside operations or sources, and “passive income” generally includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions. Active business gains arising from the sale of commodities generally are excluded from passive income if substantially all of a foreign corporation’s commodities are stock in trade or inventory, depreciable property used in a trade or business, or supplies regularly used or consumed in the ordinary course of its trade or business, and certain other requirements are satisfied.

For purposes of the PFIC income test and PFIC asset test described above, if the Company owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another corporation, the Company will be treated as if it (a) held a proportionate share of the assets of such other corporation and (b) received directly a proportionate share of the income of such other corporation. In addition, for purposes of the PFIC income test and PFIC asset test described above, “passive income” does not include any interest, dividends, rents, or royalties that are received or accrued by the Company from a “related person” (as defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to the income of such related person that is not passive income.

Under certain attribution rules, if the Company is a PFIC, U.S. Holders will be deemed to own their proportionate share of any of the Company’s subsidiaries which is also a PFIC (a “Subsidiary PFIC”), and will generally be subject to U.S. federal income tax under the “Default PFIC Rules Under Section 1291 of the Code” discussed below on their proportionate share of any (i) distribution on the shares of a Subsidiary PFIC and (ii) disposition or deemed disposition of shares of a Subsidiary PFIC, both as if such U.S. Holders directly held the shares of such Subsidiary PFIC. Accordingly, U.S. Holders should be aware that they could be subject to tax under the PFIC rules even if no distributions are received and no redemptions or other dispositions of Offered Shares are made. In addition, U.S. Holders may be subject to U.S. federal income tax on any indirect gain realized on the stock of a Subsidiary PFIC on the sale or disposition of Offered Shares.

Default PFIC Rules Under Section 1291 of the Code

If the Company is a PFIC, the U.S. federal income tax consequences to a U.S. Holder of the purchase of Offered Shares and the acquisition, ownership, and disposition of Offered Shares will depend on whether such U.S. Holder makes a “qualified electing fund” or “QEF” election under Section 1295 of the Code (a “QEF Election”) or makes a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market Election”) with respect to Offered Shares. A U.S. Holder that does not make either a QEF Election or a Mark-to-Market Election (a “Non-Electing U.S. Holder”) will be taxable as described below.

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A Non-Electing U.S. Holder will be subject to the rules of Section 1291 of the Code with respect to (a) any gain recognized on the sale or other taxable disposition of Offered Shares and (b) any excess distribution received on the Offered Shares. A distribution generally will be an “excess distribution” to the extent that such distribution (together with all other distributions received in the current tax year) exceeds 125% of the average distributions received during the three preceding tax years (or during a U.S. Holder’s holding period for the Offered Shares, if shorter).

Under Section 1291 of the Code, any gain recognized on the sale, exchange or other taxable disposition of Offered Shares of a PFIC (including an indirect disposition of shares of a Subsidiary PFIC), and any “excess distribution” received on such Offered Shares (or a distribution by a Subsidiary PFIC to its shareholder that is deemed to be received by a U.S. Holder) must be ratably allocated to each day in a Non-Electing U.S. Holder’s holding period for the Offered Shares. The amount of any such gain or excess distribution allocated to the tax year of disposition or distribution of the excess distribution and to years before the entity became a PFIC, if any, would be taxed as ordinary income (and not eligible for certain preferential tax rates, as discussed below). The amounts allocated to any other tax year would be subject to U.S. federal income tax at the highest tax rate applicable to ordinary income in each such year, and an interest charge would be imposed on the tax liability for each such year, calculated as if such tax liability had been due in each such year. A Non-Electing U.S. Holder that is not a corporation must treat any such interest paid as “personal interest,” which is not deductible.

If the Company is a PFIC for any tax year during which a Non-Electing U.S. Holder holds Offered Shares, it will continue to be treated as a PFIC with respect to such Non-Electing U.S. Holder, regardless of whether it ceases to be a PFIC in one or more subsequent tax years. If the Company ceases to be a PFIC, a Non-Electing U.S. Holder may terminate this deemed PFIC status with respect to Offered Shares by electing to recognize gain (which will be taxed under the rules of Section 1291 of the Code as discussed above) as if such Offered Shares were sold on the last day of the last tax year for which the Company was a PFIC.

QEF Election

A U.S. Holder that makes a QEF Election for the first tax year in which its holding period of its Offered Shares begins generally will not be subject to the rules of Section 1291 of the Code discussed above with respect to its Offered Shares. However, a U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share of (a) the Company’s net capital gain, which will be taxed as long-term capital gain to such U.S. Holder, and (b) the Company’s ordinary earnings, which will be taxed as ordinary income to such U.S. Holder. Generally, “net capital gain” is the excess of (a) net long-term capital gain over (b) net short-term capital loss, and “ordinary earnings” are the excess of (a) “earnings and profits” over (b) net capital gain. A U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such amounts for each tax year in which the Company is a PFIC, regardless of whether such amounts are actually distributed to such U.S. Holder by the Company. However, for any tax year in which the Company is a PFIC and has no net income or gain, U.S. Holders that have made a QEF Election would not have any income inclusions as a result of the QEF Election. If a U.S. Holder that made a QEF Election has an income inclusion, such a U.S. Holder may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest charge. If such U.S. Holder is not a corporation, any such interest paid will be treated as “personal interest,” which is not deductible.

A U.S. Holder that makes a timely QEF Election generally (a) may receive a tax-free distribution from the Company to the extent that such distribution represents “earnings and profits” that were previously included in income by the U.S. Holder because of such QEF Election and (b) will adjust such U.S. Holder’s tax basis in the Offered Shares to reflect the amount included in income or allowed as a tax-free distribution because of such QEF Election. In addition, a U.S. Holder that makes a QEF Election generally will recognize capital gain or loss on the sale or other taxable disposition of Offered Shares.

The procedure for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election, will depend on whether such QEF Election is timely. A QEF Election will be treated as “timely” for

20

purposes of avoiding the default PFIC rules discussed above if such QEF Election is made for the first year in the U.S. Holder’s holding period for the Offered Shares in which the Company was a PFIC. A U.S. Holder may make a timely QEF Election by filing the appropriate QEF Election documents at the time such U.S. Holder files a U.S. federal income tax return for such year. If a U.S Holder owns PFIC stock indirectly through another PFIC, separate QEF Elections must be made for the PFIC in which the U.S. Holder is a direct shareholder and the Subsidiary PFIC for the QEF rules to apply to both PFICs.

A QEF Election will apply to the tax year for which such QEF Election is made and to all subsequent tax years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of such QEF Election. If a U.S. Holder makes a QEF Election and, in a subsequent tax year, the Company ceases to be a PFIC, the QEF Election will remain in effect (although it will not be applicable) during those tax years in which the Company is not a PFIC. Accordingly, if the Company becomes a PFIC in another subsequent tax year, the QEF Election will be effective and the U.S. Holder will be subject to the QEF rules described above during any subsequent tax year in which the Company qualifies as a PFIC.

For each tax year that the Company qualifies as a PFIC as determined by the Company based on its reasonable analysis, the Company will make publicly available a “PFIC Annual Information Statement” as described in U.S. Treasury Regulation Section 1.1295-1(g) (or any successor Treasury Regulation) and all information and documentation that a U.S. Holder is required to obtain for U.S. federal income tax purposes in making a QEF Election with respect to the Company. Each U.S. Holder is urged to consult its own tax advisors regarding the availability of, and procedure for making, a QEF Election.

A U.S. Holder makes a QEF Election by attaching a completed IRS Form 8621, including a PFIC Annual Information Statement, to a timely filed U.S. federal income tax return. However, if the Company does not provide the required information with regard to the Company or any of its Subsidiary PFICs, U.S. Holders will not be able to make a QEF Election for such entity and will continue to be subject to the rules of Section 1291 of the Code discussed above that apply to Non-Electing U.S. Holders with respect to the taxation of gains and excess distributions.

Mark-to-Market Election

A U.S. Holder may make a Mark-to-Market Election with respect to Offered Shares only if the Offered Shares are marketable stock. The Offered Shares generally will be “marketable stock” if the Offered Shares are regularly traded on (a) a national securities exchange that is registered with the SEC, (b) the national market system established pursuant to Section 11A of the U.S. Exchange Act or (c) a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that (i) such foreign exchange has trading volume, listing, financial disclosure, and other requirements and the laws of the country in which such foreign exchange is located, together with the rules of such foreign exchange, ensure that such requirements are actually enforced and (ii) the rules of such foreign exchange ensure active trading of listed stocks. If such stock is traded on such a qualified exchange or other market, such stock generally will be considered “regularly traded” for any calendar year during which such stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. Provided that the Offered Shares are “regularly traded” as described in the preceding sentence, the Offered Shares are expected to be marketable stock. The Company believes that its Offered Shares were “regularly traded” in the third calendar quarter of 2019 and expects that the Offered Shares should be “regularly traded” in the fourth calendar quarter of 2019. However, there can be no assurance that the Offered Shares will be “regularly traded” in subsequent calendar quarters. U.S. Holders are urged to consult their own tax advisors regarding the marketable stock rules.

A U.S. Holder that makes a Mark-to-Market Election with respect to its Offered Shares generally will not be subject to the rules of Section 1291 of the Code discussed above with respect to such Offered Shares. However, if a U.S. Holder does not make a Mark-to-Market Election beginning in the first tax year of such U.S. Holder’s

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holding period for the Offered Shares and such U.S. Holder has not made a timely QEF Election, the rules of Section 1291 of the Code discussed above will apply to certain dispositions of, and distributions on, the Offered Shares.

A U.S. Holder that makes a Mark-to-Market Election will include in ordinary income, for each tax year in which the Company is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the Offered Shares, as of the close of such tax year over (b) such U.S. Holder’s tax basis in the Offered Shares. A U.S. Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal to the excess, if any, of (i) such U.S. Holder’s adjusted tax basis in the Offered Shares, over (ii) the fair market value of such Offered Shares (but only to the extent of the net amount of previously included income as a result of the Mark-to-Market Election for prior tax years). Losses that exceed this limitation are subject to the rules generally applicable to losses provided in the Code and Treasury Regulations.

A U.S. Holder that makes a Mark-to-Market Election generally also will adjust such U.S. Holder’s tax basis in the Offered Shares to reflect the amount included in gross income or allowed as a deduction because of such Mark-to-Market Election. In addition, upon a sale or other taxable disposition of Offered Shares, a U.S. Holder that makes a Mark-to-Market Election will recognize ordinary income or ordinary loss (not to exceed the excess, if any, of (a) the amount included in ordinary income because of such Mark-to-Market Election for prior tax years over (b) the amount allowed as a deduction because of such Mark-to-Market Election for prior tax years).

A U.S. Holder makes a Mark-to-Market Election by attaching a completed IRS Form 8621 to a timely filed U.S. federal income tax return. A timely Mark-to-Market Election applies to the tax year in which such Mark-to-Market Election is made and to each subsequent tax year, unless the Offered Shares cease to be “marketable stock” or the IRS consents to revocation of such election. Each U.S. Holder is urged to consult its own tax advisor regarding the availability of, and procedure for making, a Mark-to-Market Election.

Although a U.S. Holder may be eligible to make a Mark-to-Market Election with respect to the Offered Shares, no such election may be made with respect to the stock of any Subsidiary PFIC that a U.S. Holder is treated as owning because such stock is not marketable. Hence, the Mark-to-Market Election will not be effective to eliminate the interest charge and other income inclusion rules described above with respect to deemed dispositions of Subsidiary PFIC stock or distributions from a Subsidiary PFIC to its shareholder.

Other PFIC Rules

Under Section 1291(f) of the Code, the IRS has issued proposed Treasury Regulations that, subject to certain exceptions, would cause a U.S. Holder that had not made a timely QEF Election to recognize gain (but not loss) upon certain transfers of Offered Shares that would otherwise be tax-deferred (e.g., gifts and exchanges pursuant to corporate reorganizations). However, the specific U.S. federal income tax consequences to a U.S. Holder may vary based on the manner in which Offered Shares are transferred.

If finalized in their current form, the proposed Treasury Regulations applicable to PFICs would be effective for transactions occurring on or after April 1, 1992. Because the proposed Treasury Regulations have not yet been adopted in final form, they are not currently effective, and there is no assurance that they will be adopted in the form and with the effective date proposed. Nevertheless, the IRS has announced that, in the absence of final Treasury Regulations, taxpayers may apply reasonable interpretations of the Code provisions applicable to PFICs and that it considers the rules set forth in the proposed Treasury Regulations to be reasonable interpretations of those Code provisions. The PFIC rules are complex, and the implementation of certain aspects of the PFIC rules requires the issuance of Treasury Regulations which in many instances have not been promulgated and which, when promulgated, may have retroactive effect. U.S. Holders are urged to consult their own tax advisors about the potential applicability of the proposed Treasury Regulations.

Certain additional adverse rules will apply with respect to a U.S. Holder if the Company is a PFIC, regardless of whether such U.S. Holder makes a QEF Election. For example under Section 1298(b)(6) of the Code, a U.S. Holder that uses Offered Shares as security for a loan will, except as may be provided in Treasury Regulations, be treated as having made a taxable disposition of such Offered Shares.

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In addition, a U.S. Holder who acquires Offered Shares from a decedent will not receive a “step up” in tax basis of such Offered Shares to fair market value.

Special rules also apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC. Subject to such special rules, foreign taxes paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign tax credit. The rules relating to distributions by a PFIC and their eligibility for the foreign tax credit are complicated, and a U.S. Holder is urged to consult with its own tax advisor regarding the availability of the foreign tax credit with respect to distributions by a PFIC.

The PFIC rules are complex, and each U.S. Holder is urged to consult its own tax advisor regarding the PFIC rules (including the applicability and advisability of a QEF Election and Mark-to-Market Election) and how the PFIC rules may affect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Offered Shares.

General Rules Applicable to U.S. Federal Income Tax Consequences of the Acquisition, Ownership, and Disposition of Offered Shares

The following discussion describes the general rules applicable to the ownership and disposition of the Offered Shares but is subject in its entirety to the special rules described above under the heading “Passive Foreign Investment Company Rules.”

Distributions on Offered Shares

A U.S. Holder that receives a distribution, including a constructive distribution, with respect to an Offered Share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of our current and accumulated “earnings and profits”, as computed under U.S. federal income tax principles. A dividend generally will be taxed to a U.S. Holder at ordinary income tax rates if the Company is a PFIC for the tax year of such distribution or the preceding tax year. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of the Company, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder’s tax basis in the Offered Shares and thereafter as gain from the sale or exchange of such Offered Shares (see “Sale or Other Taxable Disposition of Offered Shares” below). However, the Company may not maintain the calculations of earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder may be required to assume that any distribution by the Company with respect to the Offered Shares will constitute ordinary dividend income. Dividends received on Offered Shares generally will not be eligible for the “dividends received deduction” generally applicable to corporations. Subject to applicable limitations and provided the Company is eligible for the benefits of the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended, or the Offered Shares are readily tradable on a United States securities market, dividends paid by the Company to non-corporate U.S. Holders, including individuals, generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that the Company not be classified as a PFIC in the tax year of distribution or in the preceding tax year. The dividend rules are complex, and each U.S. Holder is urged to consult its own tax advisor regarding the application of such rules.

Sale or Other Taxable Disposition of Offered Shares

Upon the sale or other taxable disposition of Offered Shares, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between (a) the amount of cash plus the fair market value of any property received and (b) such U.S. Holder’s tax basis in such Offered Shares sold or otherwise disposed of. Gain or loss recognized on such sale or other taxable disposition generally will be long-term capital gain or loss if, at the time of the sale or other taxable disposition, the Offered Shares have been held for more than one year. Preferential tax rates may apply to long-term capital gain of a U.S. Holder that is an individual, estate, or trust. There are no preferential tax rates for long-term capital gain of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.

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Additional Tax Considerations

Receipt of Foreign Currency

The amount of any distribution paid to a U.S. Holder in foreign currency or on the sale, exchange or other taxable disposition of Offered Shares generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of actual or constructive receipt (regardless of whether such foreign currency is converted into U.S. dollars at that time). If the foreign currency received is not converted into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who receives payment in foreign currency and engages in a subsequent conversion or other disposition of the foreign currency may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S. Holders who use the accrual method of tax accounting. Each U.S. Holder is urged to consult its own U.S. tax advisor regarding the U.S. federal income tax consequences of receiving, owning, and disposing of foreign currency.

Foreign Tax Credit

Subject to the PFIC rules discussed above, a U.S. Holder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the Offered Shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax paid. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid or accrued (whether directly or through withholding) by a U.S. Holder during a year. The foreign tax credit rules are complex and involve the application of rules that depend on a U.S. Holder’s particular circumstances. Accordingly, each U.S. Holder is urged to consult its own tax advisor regarding the foreign tax credit rules.

Information Reporting; Backup Withholding Tax

Under U.S. federal income tax laws certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, U.S. return disclosure obligations (and related penalties) are imposed on U.S. Holders that hold certain specified foreign financial assets in excess of certain threshold amounts. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person. U. S. Holders may be subject to these reporting requirements unless their Offered Shares are held in an account at certain financial institutions. Penalties for failure to file certain of these information returns are substantial. U.S. Holders are urged to consult their own tax advisors regarding the requirements of filing information returns, including the requirement to file IRS Form 8938.

Payments made within the U.S., or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of the Offered Shares generally may be subject to information reporting and backup withholding tax, currently at the rate of 24%, if a U.S. Holder (a) fails to furnish its correct U.S. taxpayer identification number (generally on Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that it has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, certain exempt persons, such as U.S. Holders that are corporations, generally are excluded from these information reporting and backup withholding tax rules. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner.

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The discussion of reporting requirements set forth above is not intended to constitute a complete description of all reporting requirements that may apply to a U.S. Holder. A failure to satisfy certain reporting requirements may result in an extension of the time period during which the IRS can assess a tax and, under certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting requirement. Each U.S. Holder is urged to consult its own tax advisors regarding the information reporting and backup withholding rules.

THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS WITH RESPECT TO THE ACQUISITION, OWNERSHIP, AND DISPOSITION OF OFFERED SHARES. U.S. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN THEIR OWN PARTICULAR CIRCUMSTANCES.

INTEREST OF EXPERTS

Information regarding experts is contained in the Company’s AIF under “Interest of Experts”.

In addition, James Barr, P.Geo., Hassan Ghaffari, P.Eng. and Mark Horan, P.Eng. are the authors of the Las Chispas Preliminary Economic Assessment. To the best of the Company’s knowledge, no registered or beneficial interest, direct or indirect, in any securities or other property of the Company was held by each of these experts when the Las Chispas Preliminary Economic Assessment was prepared, was received by each such expert after the preparation of the Las Chispas Preliminary Economic Assessment, or will be received by such expert.

RISK FACTORS

Investing in the Offered Shares involves a significant degree of risk and must be considered speculative due to the high-risk nature of the Company’s business. Investors should carefully consider the information included or incorporated herein by reference in this Prospectus and the Company’s historical consolidated financial statements and related notes thereto before making an investment decision concerning the Company’s securities. There are various risks, including those discussed in the Company’s AIF which are incorporated herein by reference, that could have a material adverse effect on, among other things, the operating results, earnings, properties, business and condition (financial or otherwise) of the Company. The following risk factors, together with all of the other information included or incorporated by reference in this Prospectus, including information contained in the section entitled “Cautionary Note Regarding Forward-Looking Statements”, should be carefully reviewed and considered before a decision to invest in the Offered Shares is made.

Risks Relating to or Affecting the Offering

The market price of the Common Shares has experienced volatility and may be subject to fluctuation in the future based on market conditions.

There can be no assurance that an active market for the Common Shares will be sustained after the Offering. Securities of mining companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally, and market perceptions of the attractiveness of particular industries. The price of the securities of the Company is also likely to be significantly affected by short-term changes in commodity prices and specifically the price of silver and gold, other precious metal prices and other mineral prices, currency exchange fluctuation, and in the Company’s financial condition and results of operations as reflected in its quarterly earnings reports.

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There can be no assurance that such fluctuations will not affect the price of the Company’s securities, and consequently purchasers of the Common Shares may not be able to sell Common Shares at prices equal to or greater than the price or value at which they purchased the Common Shares or acquired them by way of the secondary market.

The Company will have broad discretion in the use of proceeds of the Offering and may not use as investors may desire.

Although the Company intends to use the net proceeds from the Offering as set forth under “Use of Proceeds”, the actual allocation of the net proceeds may vary depending on future developments in the Company’s mineral properties or unforeseen events, or circumstances may arise in the future which require management to alter use of the proceeds or timing of use. As a result, an investor will be relying on the judgment of management for the application of the proceeds of the Offering. Management may use the net proceeds of the Offering in ways that an investor may not consider desirable. The results and the effectiveness of the application of the proceeds are uncertain. If the proceeds are not applied effectively, the Company’s financial results of operations may suffer.

An investment in the Common Shares is speculative and investors may lose their entire investment.

An investment in the Common Shares is speculative and may result in the loss of an investor’s entire investment. Only potential investors who are experienced in high risk investments and who can afford to lose their entire investment should consider an investment in the Company.

Future issuances of the Company’s securities may result in the dilution of present and prospective shareholdings.

In order to finance future operations and development efforts, the Company may raise funds through the issue of Common Shares or securities convertible into Common Shares. The Company cannot predict the size of future issues of Common Shares or securities convertible into Common shares or the effect, if any, that future issues and sales of the Common Shares will have on the market price of the Common Shares. Any transaction involving the issue of Common Shares, or securities convertible into Common Shares, could result in dilution, possibly substantial, to present and prospective holders of Common Shares and reduction in the value of their investment.

The Company has not paid dividends in the past and does not anticipate paying dividends in the near future.

No dividends on the Company’s Common Shares have been paid to date. The Company currently plans to retain all future earnings and other cash resources, if any, for the future operation and development of its business. Payment of any future dividends, if any, will be at the discretion of the Board of Directors of the Company after taking into account many factors, including the Company’s operating results, financial condition, and current and anticipated cash needs.

U.S. shareholders may face adverse U.S. federal income tax consequences if the Company is a PFIC.

If the Company is a “passive foreign investment company” or “PFIC” for any tax year that is included in the holding period of a U.S. Holder (as defined above) of the Offered Shares, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. The Company believes that it was classified as a PFIC for its prior tax year, and based on current business plans and financial expectations, the Company expects that it may be a PFIC for its current tax year and may be a PFIC in future tax years. The Company’s actual PFIC status for any tax year, however, will not be determinable until after the end of such tax year. U.S. investors should consult their own tax advisors regarding the possible application of the PFIC rules. For a more detailed explanation of the tax consequences of PFIC classification to U.S. Holders, see “Certain United States Federal Tax Considerations – Passive Foreign Investment Company Rules”.

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Certain Risks Relating to the Company

The Company has a history of losses and may not be able to generate sufficient revenue to be profitable or to generate positive cash flow on a sustained basis.

The Company has no history of revenue or earnings from operations. The Company is an exploration stage company and no cash flow or operating revenues are anticipated until one of the Company’s projects comes into production, which may or may not occur. As such, the Company has had negative cash flow since the date of its incorporation and is subject to many risks common to such enterprises, including undercapitalization, cash shortages, limitations with respect to personnel, financial and other resources, and lack of revenues. The Company expects to continue to expend substantial financial and other resources on exploration and development of Las Chispas. These investments may not result in revenue or growth in the business. If the Company cannot eventually earn revenue at a rate that exceeds the costs associated with its business, it will not be able to achieve or sustain profitability or generate positive cash flow on a sustained basis and its revenue growth rate may decline. There is no assurance that an investor will be successful in achieving a return on an investment in the Common Shares of the Company and the likelihood of success must be considered in light of its early stage of development. If the Company fails to eventually earn revenue, its business, results of operations, financial condition and prospects could be materially adversely affected.

The Company may be unable to raise the capital necessary for it to execute its strategy on favourable terms or at all.

The Company will require additional financing to advance beyond the currently planned surface and underground exploration programs at Las Chispas in order to develop Las Chispas and achieve commercial production. Additional funds may not be available when the Company needs them, on terms that are acceptable, or at all. If adequate funds are not available to the Company on a timely basis, it may be unable to proceed with future exploration and development of Las Chispas or with other exploration, development or acquisition of property interests to carry out its business plan, as desired, which could materially affect the Company’s business, results of operations, financial condition and prospects.

There is no assurance that the Company’s exploration and development programs and properties will result in the discovery, development or production of a commercially viable ore body or develop new resources.

The business of exploration for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. At this time, apart from the mineral resources on Las Chispas, the Company does not have any properties with mineral resources.

The economics of developing silver, gold and other mineral properties are affected by many factors including capital and operating costs, variations of the tonnage and grade of ore mined, fluctuating mineral markets, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. Depending on the prices of silver, gold or other minerals produced, the Company may determine that it is impractical to commence or continue commercial production. Substantial expenditures are required to discover an ore-body, to establish reserves, to identify the appropriate metallurgical processes to extract metal from ore, and to develop the mining and processing facilities and infrastructure. The marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond the Company’s control and which cannot be accurately foreseen or predicted, such as market fluctuations, conditions for precious and base metals, the proximity and capacity of milling and smelting facilities, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting minerals, and environmental protection. In order to commence exploitation of certain properties presently held under exploration concessions, it is necessary for the Company to apply for an exploitation concession. There can be no guarantee that such a concession will be granted. Unsuccessful exploration or development programs could have a material adverse impact on the Company’s operations and profitability.

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Mineral resources estimates are based on interpretations and assumptions that may not be accurate.

There are numerous uncertainties inherent in estimating quantities of mineral resources and grades of mineralization, including many factors beyond the Company’s control. In making determinations about whether to advance a project to development, mineral resources and grades of mineralization must be considered as estimates only. These estimates are imprecise and depend upon geological interpretation and statistical inferences drawn from drilling and sampling which may prove to be unreliable. Mineral resources or other mineralization estimates may not be accurate.

Any material changes in mineral resources estimates and grades of mineralization will affect the economic viability of placing a property into production and a property’s return on capital. Estimates of mineral resources have been determined and valued based on assumed future prices, cut-off grades and operating costs that may prove to be inaccurate. Extended declines in market prices for gold, silver and other precious metals may render portions of the Company’s resources uneconomic.

Development plans and cost estimates for Las Chispas may vary or not be achieved.

The Las Chispas Preliminary Economic Assessment includes estimates of future production, development plans, operating costs and capital costs and other economic and technical estimates for Las Chispas. These estimates are based on a variety of factors and assumptions and there is no assurance that such production plans, costs or other estimates will be achieved. Actual production, costs and financial returns may vary significantly from the estimates depending on a variety of factors, many of which are not within the Company’s control.

The Las Chispas Preliminary Economic Assessment is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. Consequently, there is no certainty that the results set out in the Las Chispas Preliminary Economic Assessment would be realized.

The Company may be involved in disputes related to its contractual interests in certain properties.

The Company is a party to agreements pursuant to which it may earn interests in certain properties. Title to such properties may be held in the names of parties other than the Company. Any of such properties may become the subject of an agreement which conflicts with the agreement pursuant to which the Company may earn its interest, in which case the Company may incur expenses in resolving any dispute relating to its interest in such property and such a dispute could result in the delay, indefinite postponement of further exploration and development of properties or the possible loss of such properties.

Enforcement of judgments against the Company or its officers or directors may be difficult.

The Company is organized under the laws of, and headquartered in, British Columbia, Canada and none of its directors and officers are residents of the United States. All of the Company’s assets are located outside of Canada and the United States. As a result, it may be difficult for investors to enforce within Canada or the United States any judgments obtained against the Company or its officers or directors, including judgments predicated upon the civil liability provisions of applicable securities laws. In addition, there is uncertainty as to whether the courts of Mexico and other jurisdictions would recognize or enforce judgments of United States or Canadian courts obtained against the Company or its directors and officers predicated upon the civil liability provisions of the securities laws of the United States or Canada, or be competent to hear original actions brought in Mexico or other jurisdictions against the Company or its directors and officers predicated upon the securities laws of the United States or Canada. Further, any payments as a result of judgments obtained in Mexico would be in pesos and service of process in Mexico must be effectuated personally and not by mail.

The Company’s operations are subject to extensive environmental, health and safety regulations.

The Company’s operations are subject to extensive laws and regulations governing environmental protection and employee health and safety promulgated by governments and government agencies. Environmental regulation

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provides for restrictions on, and the prohibition of, spills and the release and emission of various substances related to mining industry operations which could result in environmental pollution.

Environmental laws and regulations are complex and have become more stringent over time. The Company is required to obtain governmental permits and in some instances air, water quality, waste disposal, hazardous substances and mine reclamation permits. Although the Company makes provisions for reclamation costs, it cannot be assured that these provisions will be adequate to discharge the Company’s future obligations for these costs. Failure to comply with applicable environmental and health and safety laws may result in injunctions, damages, suspension or revocation of permits and imposition of penalties. Environmental regulation is evolving in a manner resulting in stricter standards and the enforcement of, and fines and penalties for, non-compliance are becoming more stringent. In addition, certain types of operations require environmental impact assessments. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees.

Climate change regulations may become more onerous over time as governments implement policies to further reduce carbon emissions, including the implementation of taxation regimes based on aggregate carbon emissions. Some of the costs associated with reducing emissions can be offset by increased energy efficiency and technological innovation. However, the cost of compliance with environmental regulation and changes in environmental regulation have the potential to result in increased cost of operations, reducing the profitability of the Company’s operations.

There has been increased global attention and the introduction of regulations restricting or prohibiting the use of cyanide and other hazardous substances in mineral processing activities. If legislation restricting or prohibiting the use of cyanide techniques were to be adopted in a region in which the Company relies on the use of cyanide, it would have a significant adverse impact on the Company’s results of operations and financial condition as there are few, if any, substitutes for cyanide in extracting metals from certain types of ore.

The Company intends to, and attempts to, fully comply with all applicable environmental regulations. While the health and safety of its people and responsible environmental stewardship are top priorities for the Company, there can be no assurance that the Company has been or will be at all times in complete compliance with such laws, regulations and permits, or that the costs of complying with current and future environmental and health and safety laws and permits will not materially and adversely affect the Company’s business, results of operations or financial condition.

The Company’s future success depends on its relationships with the communities in which it operates.

The Company’s relationships with the communities in which the Company operates are critical to ensuring the future success of existing operations and the construction and development of future projects. There is an increasing level of public interest worldwide relating to the perceived effect of mining activities on the environment and on communities impacted by such activities. Certain non-governmental organizations (“NGOs”), some of which oppose globalization and resource development, are often vocal critics and attempt to interfere with the mining industry and its practices, including the use of cyanide and other hazardous substances in processing activities. Adverse publicity generated by such NGOs or others related to extractive industries generally, or their operations specifically, could have an adverse effect on the Company’s reputation or financial condition and may impact the Company’s relationship with the communities in which it operates. While the Company believes that it operates in a socially responsible manner, there is no guarantee that the Company’s efforts in this respect will mitigate this potential risk.

Violence and other criminal activities in Mexico could have an adverse effect on the results and the financial condition of the Company.

Certain areas of Mexico have experienced outbreaks of localized violence, thefts, kidnappings and extortion associated with drug cartels and other criminal organizations in various regions. Any increase in the level of

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violence, or a concentration of violence in areas where the projects and properties of the Company are located, could have an adverse effect on the results and the financial condition of the Company.

The Company may not be able to complete acquisitions it pursues and any completed acquisitions or business arrangements may ultimately not benefit its business.

As part of the Company’s business strategy, it has sought and will continue to seek new mining and development opportunities in the mining industry. In pursuit of such opportunities, it may fail to select appropriate acquisition candidates, negotiate appropriate acquisition terms, conduct sufficient due diligence to determine all related liabilities or to negotiate favourable financing terms. The Company may encounter difficulties in transitioning the business, including issues with the integration of the acquired businesses or its personnel into the Company. The Company cannot assure that it can complete any acquisition or business arrangement that it pursues, or is pursuing, on favourable terms, or that any acquisitions or business arrangements completed will ultimately benefit its business.

The mining industry is very competitive.

The Company competes with other exploration and production companies, many of which are better capitalized, have greater financial resources, operational experience and technical capabilities, or are further advanced in their development or are significantly larger and have access to greater mineral resources than the Company, for the acquisition of mineral claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees and other personnel. If the Company is unsuccessful in acquiring additional mineral properties or qualified personnel, it may not be able to grow at the rate it desires, or at all.

The Company’s competitors may be able to devote greater resources to the expansion and efficiency of their operations or respond more quickly to new laws and regulations or emerging technologies than the Company. The Company may not be able to compete successfully against current and future competitors, and any failure to do so could have a material adverse effect on the Company’s business, financial condition or results of operations.

Reputational damage could adversely affect the Company’s operations and profitability.

Damage to the Company’s reputation can be the result of the actual or perceived occurrence of any number of events, and could include negative publicity (for example, with respect to the Company’s handling of environmental matters or dealings with community groups). The increased use of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinions and views regarding the Company and its activities. The Company does not ultimately have direct control over how it is perceived by others and reputational damage could adversely affect the Company’s operations and profitability.

Lack or delay of necessary infrastructure could adversely affect the Company’s operations and profitability.

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. The lack of availability on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay exploration or development of the Company’s projects. If adequate infrastructure is not available in a timely manner, there can be no assurance that the exploration or development of the Company’s projects will be commenced or completed on a timely basis, if at all, that the resulting operations will achieve the anticipated production volume, or that the construction costs and ongoing operating costs associated with the exploration and/or development of the Company’s projects will not be higher than anticipated. In addition, unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company’s operations and profitability.

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The Company is subject to government regulation and failure to comply could have an adverse effect on the Company’s operations.

The Company’s operations, exploration and development activities are subject to extensive foreign federal, state and local laws and regulations governing such matters as environmental protection, management and use of toxic substances and explosives, management of natural resources, health, exploration and development of mines, production and post-closure reclamation, safety and labour, mining law reform, price controls, import and export laws, taxation, maintenance of claims, tenure, government royalties and expropriation of property. There is no assurance that future changes in such regulation, if any, will not adversely affect the Company’s operations. The activities of the Company require licenses and permits from various governmental authorities.

The costs associated with compliance with these laws and regulations are substantial, and possible future laws and regulations, changes to existing laws and regulations and more stringent enforcement of current laws and regulations by governmental authorities, could cause additional expenses, capital expenditures, restrictions on or suspensions of the Company’s operations and delays in the development of its properties. Moreover, these laws and regulations may allow governmental authorities and private parties to bring lawsuits based upon damages to property and injury to persons resulting from the environmental, health and safety practices of the Company’s past and current operations, or possibly even those actions of parties from whom the Company acquired its mines or properties, and could lead to the imposition of substantial fines, penalties or other civil or criminal sanctions. The Company retains competent and well trained individuals and consultants in jurisdictions in which it does business; however, even with the application of considerable skill the Company may inadvertently fail to comply with certain laws. Such events can lead to financial restatements, fines, penalties, and other material negative impacts on the Company.

The Company may not be successful in obtaining and renewing government permits.

In the ordinary course of business, the Company is required to obtain and renew government permits for the operation and expansion of existing operations or for the development, construction and commencement of new operations. Obtaining or renewing the necessary governmental permits is a complex and time-consuming process involving numerous jurisdictions and possibly involving public hearings and costly undertakings on the Company’s part. The duration and success of the Company’s efforts to obtain and renew permits are contingent upon many variables not within its control, including the interpretation of applicable requirements implemented by the permitting authority. The Company may not be able to obtain or renew permits that are necessary to its operations, or the cost to obtain or renew permits may exceed what the Company believes it can recover from a given property once in production. Any unexpected delays or costs associated with the permitting process could delay the development or impede the operation of a mine, which could adversely impact the Company’s operations and profitability.

The Company’s operations are are subject to foreign currency exchange fluctuations which could result in foreign exchange losses.

Operations in Canada and Mexico are subject to foreign currency exchange fluctuations. The Company raises its funds through equity issues which are priced in Canadian dollars, cash flow from operations is received in U.S. dollars and the majority of the exploration costs of the Company are denominated in United States dollars or Mexican Pesos. The Company may suffer losses due to adverse foreign currency fluctuations.

The Company may not be successful in maintaining internal control over financial reporting.

The Company documents and tests its internal control procedures in order to maintain adequate internal control over our financial reporting and satisfy the requirements of applicable regulations, including Section 404 of the Sarbanes Oxley Act of 2002 (the “Sarbanes Oxley Act”) in the United States. The Sarbanes Oxley Act requires, among other things, an annual assessment by management of the effectiveness of the Company’s

31

internal control over financial reporting. The Company may fail to maintain the adequacy of our internal control over financial reporting as such standards are modified, supplemented or amended from time to time, and management may not be able to conclude, on an ongoing basis, that the Company has effective internal control over financial reporting in accordance with applicable regulations. The Company’s failure to satisfy the requirements of applicable regulations on an ongoing, timely basis could result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm the Company’s business and negatively impact the trading price or the market value of the Company’s securities. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause the Company to fail to meet its reporting obligations. Future acquisitions of companies, if any, may provide the Company with challenges in implementing the required processes, procedures and controls in the Company’s acquired operations. No evaluation can provide complete assurance that the Company’s internal control over financial reporting will detect or uncover all failures of persons within the Company to disclose material information otherwise required to be reported. The effectiveness of the Company’s processes, procedures and controls could also be limited by simple errors or faulty judgments. In addition, as the Company expands, the challenges involved in implementing appropriate internal control over financial reporting will increase and will require the Company to continue to monitor its internal control over financial reporting. Although the Company intends to expend substantial time and incur substantial costs, as necessary, to ensure ongoing compliance, the Company cannot be certain that it will be successful.

The Company may be involved in litigation which may have a material adverse impact on the Company’s operations and financial condition.

The Company is subject to various claims and legal proceedings, including adverse rulings in current or future litigation against it or its directors or officers. These claims may be subject to various uncertainties and it is possible that some of these claims may be resolved unfavourably. The Company carries liability insurance coverage and establishes reserves for matters that are probable and can be reasonably estimated. In addition, the Company may be involved in disputes with other parties in the future that may result in litigation, which may have a material adverse impact on the Company’s operations and financial condition.

The Company may use certain financial instruments that subject it to a number of inherent risks.

From time to time, the Company may use certain financial instruments to manage the risks associated with changes in gold and silver prices, interest rates and foreign currency exchange rates. The use of financial instruments involves certain inherent risks including, among other things: (i) credit risk, the risk of default on amounts owing to the Company by the counterparties with which Company has entered into such transaction; (ii) market liquidity risk, the risk that the Company has entered into a position that cannot be closed out quickly, either by liquidating such financial instrument or by establishing an offsetting position; (iii) unrealized mark-to-market risk, the risk that, in respect of certain financial instruments, an adverse change in market prices for commodities, currencies or interest rates will result in the Company incurring an unrealized mark-to-market loss in respect of such derivative products.

Risks relating to the Company’s status as a “foreign private issuer” under U.S. securities laws.

The Company is a “foreign private issuer”, under applicable U.S. federal securities laws, and is, therefore, not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. Under the U.S. Exchange Act, the Company is subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. As a result, the Company does not file the same reports that a U.S. domestic issuer would file with the SEC, although the Company is required to file with or furnish to the SEC the continuous disclosure documents that it is required to file in Canada under Canadian securities laws. In addition, the Company’s officers, directors, and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the U.S. Exchange Act. Therefore, the Company’s shareholders may not know on as timely a basis when the Company’s officers, directors and principal

32

shareholders purchase or sell Common Shares, as the reporting periods under the corresponding Canadian insider reporting requirements are longer.

As a foreign private issuer, the Company is exempt from the rules and regulations under the U.S. Exchange Act related to the furnishing and content of proxy statements. The Company is also exempt from Regulation FD, which prohibits issuers from making selective disclosures of material non-public information. While the Company complies with the corresponding requirements relating to proxy statements and disclosure of material non-public information under Canadian securities laws, these requirements differ from those under the U.S. Exchange Act and Regulation FD and shareholders should not expect to receive the same information at the same time as such information is provided by U.S. domestic companies. In addition, the Company may not be required under the U.S. Exchange Act to file annual and quarterly reports with the SEC as promptly as U.S. domestic companies whose securities are registered under the U.S. Exchange Act.

In addition, as a foreign private issuer, the Company has the option to follow certain Canadian corporate governance practices, except to the extent that such laws would be contrary to U.S. securities laws, and provided that the Company disclose the requirements it is not following and describe the Canadian practices it follows instead. The Company may in the future elect to follow home country practices in Canada with regard to certain corporate governance matters. As a result, the Company’s shareholders may not have the same protections afforded to shareholders of U.S. domestic companies that are subject to all corporate governance requirements.

Risks relating to the Company’s status as an “emerging growth company” under U.S. securities laws.

The Company is an “emerging growth company” as defined in section 3(a) of the U.S. Exchange Act (as amended by the JOBS Act, enacted on April 5, 2012), and the Company will continue to qualify as an emerging growth company until the earliest to occur of: (a) the last day of the fiscal year during which the Company has total annual gross revenues of U.S.$1,070,000,000 (as such amount is indexed for inflation every five years by the SEC) or more; (b) the last day of the fiscal year of the Company following the fifth anniversary of the date of the first sale of common equity securities of the Company pursuant to an effective registration statement under the U.S. Securities Act; (c) the date on which the Company has, during the previous three-year period, issued more than U.S.$1,000,000,000 in non-convertible debt; and (d) the date on which the Company is deemed to be a “large accelerated filer”, as defined in Rule 12b–2 under the U.S. Exchange Act. The Company will qualify as a large accelerated filer (and would cease to be an emerging growth company) at such time when on the last business day of its second fiscal quarter of such year the aggregate worldwide market value of its common equity held by non-affiliates will be U.S.$700 million or more.

For so long as the Company remains an emerging growth company, it is permitted to and intends to rely upon exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include not being required to comply with the auditor attestation requirements of Section 404 of the JOBS Act. The Company take advantage of some, but not all, of the available exemptions available to emerging growth companies. The Company cannot predict whether investors will find the Common Shares less attractive because the Company relies upon certain of these exemptions. If some investors find the Common Shares less attractive as a result, there may be a less active trading market for the Common Shares and the Common Share price may be more volatile. On the other hand, if the Company no longer qualifies as an emerging growth company, the Company would be required to divert additional management time and attention from the Company’s development and other business activities and incur increased legal and financial costs to comply with the additional associated reporting requirements, which could negatively impact the Company’s business, financial condition and results of operations.

33

MATERIAL CONTRACTS

The following are contracts material to the Company that have been entered into since the AIF:

1. Underwriting agreement dated July 26, 2019 in respect of the August Prospectus Offering; and

2. Underwriting Agreement dated December 3, 2019 in respect of the Offering.

LEGAL MATTERS

Certain legal matters relating to the Offering will be passed upon on behalf of the Company by Koffman Kalef LLP with respect to Canadian legal matters and by Dorsey & Whitney LLP with respect to United States legal matters and on behalf of the Underwriters by Borden Ladner Gervais LLP with respect to Canadian legal matters and by Paul, Weiss, Rifkind, Wharton & Garrison LLP with respect to United States legal matters.

Koffman Kalef LLP has provided the opinion under “Eligibility For Investment”. As at the date hereof, the “designated professionals” (within the meaning of applicable securities legislation) of Koffman Kalef LLP, as a group, own, directly or indirectly, less than 1% of the outstanding Common Shares. Bernard Poznanski, whose law corporation is a partner of Koffman Kalef LLP, is the Corporate Secretary of the Company.

AUDITOR, TRANSFER AGENT AND REGISTRAR

The auditor of the Company is Davidson & Company LLP, Chartered Professional Accountants, of 1200-609 Granville Street, Vancouver, British Columbia V7Y 1G6. Davidson & Company LLP reports that they are independent of the Company in accordance with the rules of professional conduct of the Institute of Chartered Professional Accountants of British Columbia and within the meaning of the U.S. Exchange Act and the applicable rules and regulations adopted by the SEC and the Public Company Accounting Oversight Board (U.S.).

The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc. at its principal office in Vancouver, British Columbia.

34

Appendix A

Executive Summary from the Las Chispas Preliminary Economic Assessment

 1.0            SUMMARY

 1.1 Introduction

SilverCrest Metals Inc. (SilverCrest) retained Tetra Tech Canada Inc. (Tetra Tech) to prepare a National Instrument 43-101 (NI 43-101) Technical Report and Preliminary Economic Assessment (PEA) for the Las Chispas Property (Las Chispas or the Property), located in the State of Sonora, Mexico. The effective date of this PEA is May 15, 2019 and the effective date of the Mineral Resource Estimate is February 8, 2019.

 1.2 Property Description, Ownership and History

Las Chispas is the site of historical production of silver (Ag) and gold (Au) from narrow high-grade veins in numerous underground mines dating back to approximately 1640. The bulk of historical mining occurred between 1880 and 1930 by Minas Pedrazzini Gold and Silver Mining Company (Minas Pedrazzini). Minimal mining activity is believed to have been conducted on the Property since this time. In 1910, annual production for three years trailing ranged between 3,064 and 3,540 t with average grades of 1.29 ounces per tonne of gold and 173 ounces per tonne of silver over the period. High grades in the mine are a result of the concentration and formation of numerous primary and secondary silver sulphides; mainly argentite, acanthite, stephanite, polybasite, and pyrargyrite. Numerous world-class mineral specimens from the mine were donated to museums and educational institutions.

Historical mining was conducted along three main structures that are identified by SilverCrest as the Las Chispas Vein, the William Tell Vein, and the Babicanora Vein. Each of these structures has various extents of underground development and many of the workings are restricted to small-scale development on one or two working levels. The most extensive development appears to be along the Las Chispas Vein; historical mining has occurred over a strike length of approximately 1,250 m to a maximum depth of approximately 350 m. Mining at Las Chispas targeted high-grade mineralization through a series of interconnected stopes. An adit was driven into the Babicanora Vein in the 1860’s. Mining was conducted in the hanging wall of the vein at various historic periods. Small-scale mining was also conducted from three, 30 m tunnels at the La Victoria Prospect, located on the southwest portion of the Property.

SilverCrest has gained access to many of the historical workings through extensive mine rehabilitation of approximately 11 km of a known 11.5 km of underground development. Rehabilitation is now complete with access to nine levels (approximately 900 vertical feet) on the Las Chispas Vein.

Access to the Property is good. An upgraded 10 km dirt road connects to the paved Highway 89. Highway 89 connects to Hermosillo, approximately 220 km to the southwest; to Cananea, 150 km to the north; or to Tucson, Arizona, approximately 350 km to the northwest. Nearby communities include Banamichi, located 25 km to the south, which is the service community for the nearby Santa Elena Mine operated by First Majestic Silver Corp. (First Majestic) and Arizpe, located 12 km to the north of the main property gate. The Mercedes Mine operated by Premier Gold Mines Limited (Premier Gold), is located 33 km northwest of Las Chispas.

The Property comprises 28 mineral concessions totaling 1,400.96 ha. Compañia Minera La Llamarada S.A. de C.V. (LLA), a Mexican wholly-owned subsidiary of SilverCrest, has acquired title to, or entered into option agreements to purchase with five concession holders. SilverCrest owns approximately two thirds of the surface rights covering its optioned mining concessions. A 20-year lease agreement for land access and exploration activities for the remaining one third of the surface rights on the mineral concessions is in place with the local Ejido (Ejido Bamori).

A-1

All current Mineral Resources are on SilverCrest controlled surface and mining concessions. The map shown in Figure 1-1 shows the Property layout including mineral concessions and surface rights ownership.

Figure 1-1:        Las Chispas Property and Mineral Concessions Map

A-2

 1.3 Deposit Type

The mineral deposits are classified as low to intermediate sulphidation epithermal veins, stockwork, and breccia zones, where silver mineralization is present as primary minerals argentite/acanthite and secondary minerals stephanite, polybasite, and pyrargyrite/proustite. Gold concentration is related to silver mineralization and may occur in trace quantities within the silver-sulphosalts, in addition to an electrum phase. Historical records document the irregular ore shoots of extreme high-grade mineralization that often occur in contact with, and likely in relation to, zones of leached and barren quartz and calcite filled fractures. Dufourcq (1910) describes these zones as commonly occurring horizontally and are a result of leaching, concentrating, and redistributing the primary silver sulphides.

The deposits have been emplaced through a felsic to more mafic volcaniclastic sequence associated with volcanism of the upper portion of the Lower Volcanic Series, a dominant member of the Sierra Madre Occidental terrane which hosts similar deposits in northeastern portions of the state of Sonora and northwestern portions of the state of Chihuahua.

 1.4 Exploration and Drilling

Minefinders Corporation Ltd. (Minefinders) conducted previous exploration work on the Property between 2008 and 2011; however, this exploration work was limited by mineral concession rights. Regional activities consisted of geologic mapping and a geochemical sampling program totaling 143 stream sediment and bulk leach extractable gold (BLEG) samples; 213 underground rock chip samples; and 1,352 surface rock chip samples. The work was successful in identifying three gold targets along the 3 km long structural zone. The most prospective of these targets was interpreted to be an area between the Las Chispas Vein and the Babicanora Vein. Minefinders focused on the furthest western extension of the Babicanora Vein called El Muerto, which is the only part of the trend that was acquired by concession and accessible for exploration work. Minefinders drilled seven reverse circulation (RC) holes, totaling 1,842.5 m from the road to the west and off the main mineralized trends. The program returned negative results and Minefinders dropped the Property in 2012.

SilverCrest Mines Inc. (now a subsidiary of First Majestic), through its subsidiary Nusantara de Mexico S.A. de C.V., executed option agreements to acquire rights to 17 mineral concessions in September 2015. On October 1, 2015, these mineral concessions were transferred to SilverCrest Metals subsidiary LLA further to an arrangement agreement among SilverCrest Metals Inc., SilverCrest Mines Inc., and First Majestic. After October 2015, LLA obtained the rights to 11 additional mineral concessions.

Before SilverCrest acquired the Las Chispas Property in October 2015, no drilling had been completed on the northwest to southeast mineralized trend that contains the Las Chispas and Babicanora areas.

SilverCrest began exploration work on the Property in February 2016 with a primary focus on the Las Chispas, William Tell, and Babicanora veins. From February to October 2016, the Phase I exploration program consisted of initial core drilling in the Las Chispas area, surface and underground mapping and sampling, and rehabilitating an estimated 6 km of underground workings. From November 2016 to February 2018, the Phase II exploration program consisted of additional drilling, surface and underground mapping and sampling, further rehabilitation of 4 km of underground workings, plus auger and trenching of surface historic waste dumps. The Phase III exploration program commenced in February 2018 and is currently ongoing as of the effective date of this PEA. The Phase III exploration program has so far consisted of drilling, additional surface and underground mapping and sampling, and rehabilitation of 1 km of underground workings to complete the underground rehabilitation program of 11 km. The extensive mapping and sampling program being undertaken by SilverCrest has identified that many of the mineralized showings are narrow and high-grade, low to intermediate sulphidation epithermal deposits hosted in volcaniclastic rocks. Up to February 8, 2019, the completed Phase I, Phase II, and partial Phase III surface and underground drill programs total approximately 117,057.65 m in 439 core holes.

A-3

The Phase I core drilling of 22 holes totaling 6,392.6 m and 4,227 samples targeted near surface mineralization and lateral extensions of previously mined areas in the Las Chispas Vein, in addition to the William Tell Vein and the La Victoria Prospect. The Phase II core drilling of 161 drill holes totaling 39,354.60 m and 22,899 samples targeted unmined portions of the Las Chispas Vein, delineation of the Giovanni, Giovanni Mini, La Blanquita, and other unnamed veins, in addition to exploration of the La Varela Vein, all within the Las Chispas Area. Drilling of the Babicanora Vein focused on delineating the down plunge and vertical extents of the Babicanora Vein, in addition to exploratory drilling on the Amethyst Vein and the Granaditas Target, all within the Babicanora Area. The Phase III core drilling of 256 drill holes totaling 71,310.45 m and 33,551 samples targeted the Babicanora, Babicanora Norte, Babicanora Sur, Luigi, and Granaditas veins as well as continuing to delineate the down plunge and vertical extents of the Babicanora Hanging Wall (HW) Vein and Footwall (FW) Vein.

Drilling on the Babicanora Vein has identified significant silver and gold mineralization along a regional plunging trend that has been named the Area 51, based on anchor mineral intersection in hole BA17-51. The Area 51 Zone measures approximately 800 m along strike, 300 m vertically, and remains open down plunge. The top of Area 51 is located at approximately the same elevation as the valley bottom, or 200 vertical metres from the ridge crest. Within the Area 51 Zone, a high-grade shoot named Shoot 51, has been delineated by drilling to be approximately 300 by 250 m and represents a high-grade core of mineralization with silver equivalent (AgEq) grades greater than 1,000 gpt on a vein composite basis and minimum true thickness of 1.5 m.

Table 1-1 shows select highlights of the Phase III drilling results. The locations of SilverCrest’s drilling in the Las Chispas Area is shown in Figure 1-2 and in the Babicanora Area in Figure 1-3. Surface collar locations were initially surveyed using a handheld global positioning system (GPS) unit and then by a professional surveyor using a differential Trimble GPS. All drill hole inclinations were surveyed utilizing single-shot measurements with a Flex-it^® tool. Underground collar locations were surveyed relative to the underground survey network, which has been tied in by a professional survey contractor.

Table 1-1: Las Chispas Most Significant Drill Hole Results for Recent Phase III (September 2018 to February 2019)^(3,4,5,6)

Vein	Hole No.	From (m)		To (m)		Drilled Width (m)		Est. True Width (m)		Au (gpt)		Ag (gpt)		AgEq* (gpt)
Babicanora	BA18-93		300.5		304.6		4.1		3.8		6.78		1,091		1,599
Babicanora	incl.		302.4		304.6		2.2		2.0		8.97		1,505		2,177
Babicanora	BA18-94		307.4		312.0		4.6		3.5		33.06		2,092		4,570
Babicanora	incl.		310.2		311.3		1.1		0.8		80.65		6,573		12,622
Babicanora	BA18-95		294.0		308.2		14.2		11.1		3.99		580		879
Babicanora	incl.		296.0		298.7		2.7		2.1		8.01		1,250		1,850
Babicanora	incl.		303.1		304.2		1.1		0.9		25.5		2,381		4,293
Babicanora	BA18-96		200.2		214.4		14.1		9.9		14.40		2,132		3,212
Babicanora	incl.		204.1		210.5		6.4		4.5		30.28		4,498		6,769
Babicanora	incl.		208.5		209.5		1.0		0.7		102.15		12,757		20,418
table continues...

A-4

Vein	Hole No.	From (m)		To (m)		Drilled Width (m)		Est. True Width (m)		Au (gpt)		Ag (gpt)		AgEq* (gpt)
Babicanora	BA18-97		294.0		296.0		2.0		1.5		2.52		454		643
Babicanora	incl.		294.0		295.0		1.0		0.7		4.57		821		1,164
Babicanora	BA18-110		370.0		373.6		3.7		3.3		3.72		451		730
Babicanora	incl.		373.1		373.6		0.6		0.5		14.55		1,640		2,731
Babicanora	BA18-112		205.9		206.6		0.7		0.6		0.65		174		223
Babicanora	BA18-113		137.2		140.4		3.3		2.9		1.08		365		445
Babicanora	BA18-114		289.0		293.2		4.2		3.0		5.37		998		1,401
Babicanora	incl.		291.1		292.2		1.1		0.8		11.95		1,860		2,756
Babicanora	incl.		309.1		311.2		2.1		1.5		2.49		226		413
Babicanora	BA18-115		172.7		177.4		4.7		4.3		0.73		149		204
Babicanora	BA18-116		318.9		321.6		2.8		2.4		4.30		1,572		1,894
Babicanora	incl.		320.0		320.8		0.8		0.7		6.38		4,160		4,639
Babicanora	BA18-118		219.6		226.1		6.5		4.0		0.50		211		249
Babicanora	BA18-119		351.8		352.3		0.5		0.4		0.78		106		164
Babicanora	incl.		362.6		364.1		1.5		1.2		5.44		774		1,182
Babicanora	BA18-120		185.8		195.0		9.2		8.6		0.98		409		483
Babicanora	BA18-122		194.3		207.5		13.2		9.3		39.66		3,361		6,336
Babicanora	incl.		194.3		194.8		0.5		0.4		252		9,740		28,640
Babicanora	incl.		198.9		200.2		1.3		0.9		92.7		7,570		14,522
Babicanora	incl.		205.4		206		0.6		0.4		47.3		7,760		11,307
Babicanora	incl.		224.8		226.8		1.9		1.4		6.01		722		1,173
Babicanora	BA18-123		260.8		264.6		3.9		3.1		12.58		326		1,269
Babicanora	incl.		262.5		263.1		0.6		0.5		81.80		540		6,675
Babicanora	BA18-124A		240.6		241.4		0.8		0.7		1.38		151		254
Babicanora	BA18-125		207.2		208.7		1.5		1.2		1.81		34		170
Babicanora	BA18-126		428.0		429.5		1.5		1.2		11.29		1,037		1,885
Babicanora	incl.		428.0		428.5		0.5		0.4		30.70		2,760		5,062
Babicanora	BA18-128		334.2		337.4		3.2		2.6		3.33		357		607
Babicanora	incl.		334.2		335.8		1.7		1.4		5.10		951		959
Babicanora	BA18-131		277.5		284.0		6.5		4.2		9.99		837		1,586
Babicanora	incl.		280.3		281.7		1.4		0.9		35.70		2,670		5,347
Babicanora	BA18-132		205.7		210.8		5.1		3.3		11.47		1,314		2,174
Babicanora	incl.		207.2		208.9		1.7		1.1		14.96		1,666		2,788
table continues...

A-5

Vein	Hole No.	From (m)		To (m)		Drilled Width (m)		Est. True Width (m)		Au (gpt)		Ag (gpt)		AgEq* (gpt)
Babicanora	incl.		210.3		210.8		0.5		0.3		36.90		4,100		6,867
Babicanora	BA18-133		227.8		229.2		1.4		1.0		64.25		11,020		15,839
Babicanora	incl.		228.3		229.2		0.9		0.6		96.30		16,721		23,943
Babicanora	BA18-134		179.8		181.4		1.6		1.6		0.06		175		179
Babicanora	BA19-139		262.5		264.2		1.7		1.5		0.05		296		300
Babicanora	BA19-142		431.4		432.9		1.5		1.3		15.57		1,526		2,694
Babicanora	incl.		431.9		432.4		0.5		0.4		31.30		3,100		5,448
Babicanora Central	UB18-14		92.2		99.1		6.9		5.1		4.16		197		510
Babicanora Central	incl.		96.0		96.5		0.5		0.4		10.80		458		1,268
Babicanora Central	UB18-15		64.5		66.9		2.4		1.8		0.10		192		197
Babicanora Central	UB18-16		21.1		21.6		0.5		0.4		2.05		5		159
Babicanora Central	UB18-17		66.6		75.5		8.9		6.3		0.21		330		346
Babicanora Central	UB18-18		70.8		73.7		2.9		2.6		9.84		236		974
Babicanora Central	UB18-20		91.5		93.0		1.5		1.0		2.73		40		245
Babicanora Central	UB18-21		39.8		48.0		8.3		7.8		0.95		408		479
Babicanora Central	incl.		46.5		48.0		1.5		1.4		0.14		1,917		1,928
Babicanora Central	UB18-22		48.0		57.0		9.0		9.0		2.09		353		509
Babicanora Central	incl.		49.5		51.0		1.5		1.5		1.90		933		1,076
Babicanora Central	UB18-23		37.1		51.0		13.9		13.9		1.42		208		314
Babicanora Central	incl.		50.0		51.0		1.0		1.0		16.40		349		1,579
Babicanora FW	BA18-115		208.7		209.2		0.5		0.5		9.81		935		1,671
Babicanora FW	BA18-120		225.5		226.0		0.5		0.5		0.98		409		483
Babicanora FW	BA18-122		224.8		225.4		0.7		0.6		17.6		2,110		3,430
Babicanora FW	BA18-128		342.7		343.7		1.0		0.8		5.13		543		927
Babicanora FW	incl.		343.2		343.7		0.5		0.4		9.57		997		1,714
Babicanora FW	BA18-134		192.5		194.5		2.0		2.0		1.18		149		238
Babicanora FW	BA19-142		435.6		436.1		0.5		0.4		2.55		268		459
Babicanora FW	UB18-14		34.0		36.0		2.0		1.0		1.21		143		234
Babicanora FW	UB18-18		5.1		6.2		1.1		1.0		1.59		128		247
Babicanora FW	UB18-19		3.5		6.0		2.5		2.3		1.26		52		146
Babicanora FW	UB18-20		10.3		11.4		1.1		0.7		0.79		90		149
Babicanora FW	UB18-21		9.5		10.0		0.5		0.5		25.90		2,010		3,952
Babicanora FW	UB18-22		13.3		16.1		2.8		2.8		1.61		35		156
table continues...

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Vein	Hole No.	From (m)		To (m)		Drilled Width (m)		Est. True Width (m)		Au (gpt)		Ag (gpt)		AgEq* (gpt)
Babicanora HW	BA18-110		342.4		342.9		0.5		0.4		2.88		270		486
Babicanora HW	BA18-116		300.8		301.4		0.6		0.5		1.72		152		281
Babicanora HW	BA18-123		240.4		244.0		3.6		2.9		0.05		328		332
Babicanora HW	BA18-124A		237.8		238.4		0.6		0.6		0.66		113		163
Babicanora HW	BA18-130		146.9		147.4		0.5		0.5		5.73		195		625
Babicanora HW	BA18-134		156.0		156.5		0.5		0.5		1.47		199		309
Babicanora HW	BA19-142		423.3		424.6		1.3		1.2		2.18		268		432
Babicanora HW	UB18-23		79.3		80.6		1.3		1.3		0.05		167		171
Babicanora Norte	BAN18-43		119.4		120.4		1.0		0.6		2.79		295		504
Babicanora Norte	BAN18-50		366.0		367.8		1.8		1.3		2.10		2		159
Babicanora Norte	BAN18-51		58.5		59.0		0.5		0.5		0.81		93		154
Babicanora Norte	BAN18-54		161.4		161.9		0.5		0.5		5.57		32		450
Babicanora Norte	BAN18-56		150.3		151.0		0.7		0.6		4.66		409		759
Babicanora Vista	UBN18-03		163.1		163.7		0.6		0.6		3.26		530		775
Babicanora Vista	BAN18-53		269.9		271.0		1.1		1.0		2.72		176		380
Babicanora Sur	BAS18-07		147.6		149.9		2.2		2.2		4.63		209		556
Babicanora Sur	incl.		149.0		149.9		0.9		0.9		8.44		376		1,009
Babicanora Sur	BAS18-09		139.4		140.1		0.6		0.6		5.47		123		533
Babicanora Sur	BAS18-10		98.6		99.8		1.3		1.2		6.56		4		496
Babicanora Sur	BAS18-14		158.6		159.6		1.1		1.1		2.30		166		338
Babicanora Sur	BAS18-16		183.5		184.7		1.2		1.1		1.14		94		180
Babicanora Sur	BAS18-19		234.5		235.5		1.0		0.8		3.29		286		533
Babicanora Sur	incl.		234.5		235.0		0.5		0.4		6.51		571		1,059
Babicanora Sur	BAS18-24		77.6		78.2		0.6		0.5		1.76		117		249
Babicanora Sur	BAS18-26		227.0		228.1		1.1		0.9		1.53		117		232
Babicanora Sur	BAS18-27		124.4		125.4		1.0		0.6		9.33		66		766
Babicanora Sur	BAS18-29		193.0		194.0		1.0		1.0		1.04		80		158
Babicanora Sur	BAS18-31		230.6		232.8		2.2		2.2		18.78		2,147		3,556
Babicanora Sur	incl.		231.7		232.8		1.1		1.1		33.85		3,905		6,444
Babicanora Sur	BAS18-33		148.6		150.0		1.4		0.9		5.01		197		573
Babicanora Sur	incl.		148.6		149.3		0.7		0.5		6.86		301		816
Babicanora Sur	BAS19-37		111.0		112.6		1.6		1.2		2.66		16		215
Babicanora Sur	BAS19-39		248.0		250.1		2.1		1.7		2.73		204		409
table continues...

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Vein	Hole No.	From (m)		To (m)		Drilled Width (m)		Est. True Width (m)		Au (gpt)		Ag (gpt)		AgEq* (gpt)
Babicanora Sur	incl.		248.7		249.4		0.7		0.6		4.24		327		645
Babicanora Sur HW	BAS18-11		76.3		78.0		1.8		1.7		2.01		4		155
Babicanora Sur HW	BAS18-23		206.8		207.5		0.7		0.6		1.52		128		242
Babicanora Sur HW	BAS18-27		13.7		15.1		1.5		0.8		7.63		34		606
Babicanora Sur HW	BAS19-35		36.0		36.5		0.5		0.3		10.25		7		775
Babicanora Sur HW	BAS18-08		70.3		70.8		0.6		0.6		2.60		5		200
Babicanora Sur HW	BAS18-11		76.3		78.0		1.8		1.7		2.01		4		155
Babicanora Sur HW	BAS18-19		190.5		191.6		1.0		0.8		5.57		183		601
Babicanora Sur HW	BAS18-23		195.0		197.0		2.0		1.2		1.19		106		195

Note: ⁽¹⁾AgEq is based on silver to gold ratio of 75:1. This was calculated using long-term silver and gold prices of US$17/oz silver and US$1,225/oz gold with approximate average metallurgical recoveries of 90% silver and 95% gold.

⁽²⁾True width is 80 to 100% of drilled width.

⁽³⁾Based on a cut-off grade of 150 gpt AgEq with a 0.5 m minimum width.

⁽⁴⁾U signifies an underground core hole; BA signifies a surface core hole.

⁽⁵⁾The Babicanora FW Vein intercept in hole BA18-122 was noted as part of Babicanora Vein. Babicanora Vista Vein intercepts in BAN18-14, BAN18-30, BAN18-33, and UBN18-03 were previously reported in various news releases as unknown veins.

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Figure 1-2:         Las Chispas Area Drilling Overview Map

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Figure 1-3:         Babicanora Area (including Granaditas Area) Drilling Overview Map

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1.5 Mineral Processing and Metallurgical Testing

SGS de Mexico S.A. de C.V. in Durango, Mexico (SGS Durango) conducted two metallurgical test programs for the Las Chispas Project to assess gold and silver recovery. The initial metallurgical test work completed in 2017 focused on using a direct leaching method on oxide, mixed, and sulphide composite samples and was preliminary in terms of extent and complexity.

Further metallurgical test work was conducted in 2018/2019 on three composite samples representing future mill feed materials and one waste composite sample. The 2018/2019 test work included direct leaching confirmation, tests on the combined gravity concentration treatment methods, cyanide leaching on gravity tailings, as well as optimization tests on the varied combined treatment methods. A mineralogical analysis was performed at the Advanced Mineralogy Facility at SGS Canada Inc., located in Lakefield, Ontario (SGS Lakefield), on the gravity concentrate samples as well as the gravity tailings leach residue to determine bulk mineral compositions and deportment of gold and silver.

The 2018/2019 test work results and observations can be summarized as follows:

◾ Gravity concentration tests and head assays confirm that significant amounts of gold and silver in the mineralization occur in nugget gold and silver forms.

◾ The mineral samples tested respond well to the combined treatment consisting of gravity concentration and cyanidation. On average, approximately higher than 98% of the gold and 95% of the silver were extracted from the head samples, including the gold and silver recoveries reporting to the gravity concentrate.

◾ The impact of feed grind sizes tested on overall metal recoveries are insignificant; however, it appears that gold and silver extractions from the gravity concentrates using intensive cyanidation is sensitive to grinding particle size.

◾ Lead nitrate is required for cyanide leaching to improve silver recovery.

◾ Intensive leaching can extract over 99% of metal recoveries from the gravity concentrates tested.

◾ The mineralization also responds well to the combined method consisting of gravity concentration, flotation, and cyanidation. However, further confirmation testing on the gold and silver extraction from the flotation concentrate should be conducted to investigate whether the combined flowsheet can improve overall gold and silver recoveries and reduce reagent consumptions.

Based on the test results, a combined recovery method of gravity concentration and intensive leaching followed by cyanide leaching was recommended for the PEA. Further test work should be conducted to better understand the metallurgical performances of the mineralization and optimize the various parameters for process design and economical assessment. The further test work should include the investigation of metallurgical performances of various variability samples to the optimized process flowsheet. For the economic analysis of the Las Chispas Project in this PEA, a recovery of 89.9% for silver and 94.4% for gold was applied.

1.6 Mineral Resource Estimate

The February 2018 maiden Mineral Resource Estimate (Barr 2018) encompassed vein-hosted material at the Babicanora, Las Chispas, William Tell, and Giovanni veins and surface stockpiled material remaining from historical operations such as waste dumps, waste tailings deposits, and recovered underground muck material. This model was updated in September 2018 (Fier 2018). The Mineral Resource Estimate (Barr and Huang 2019) encompasses vein material from the Babicanora, Babicanora FW, Babicanora HW, Babicanora Norte, Babicanora Sur,

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Granaditas, Las Chispas, William Tell, Giovanni, and Luigi veins and previously reported surface stockpiled material.

Drilling since September 2018 has focused on the Babicanora Area, which has enabled SilverCrest to update the Mineral Resources for these veins. Mineral Resources for the Las Chispas Area and the Granaditas Area have not been updated from Fier (2018). Table 1-2 compares the September 2018 maiden Mineral Resource Estimate (Barr 2018) to the February 2019 Mineral Resource Estimate (Barr and Huang 2019).

Table 1-2: Maiden vs. Updated Mineral Resource Comparison^(3,4)

Resource Category(1)	Tonnes (Mt)		Au (gpt)		Ag (gpt)		AgEq(2) (gpt)		Contained Au Ounces		Contained     Ag Ounces		Contained     AgEq(2) Ounces
September 2018 Resource
Indicated		-		-		-		-		-		-		-
Inferred		4.3		3.68		347		623		511,500		48,298,700		86,701,200
Including Area 51
Indicated		-		-		-		-		-		-		-
Inferred		1.1		7.13		613.8		1,148		256,000		22,040,000		41,238,100
February 2019 Resource
Indicated		1.0		6.98		711		1,234		224,900		22,894,800		39,763,600
Inferred		3.6		3.32		333		582		388,300		38,906,000		68,069,800
Including   Area 51
Indicated		0.47		7.90		801		1,393		118,500		12,011,600		20,898,100
Inferred		0.39		6.06		715		1,170		76,500		9,032,700		14,767,600

Notes: ⁽¹⁾Conforms to NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards on Mineral Resources and Mineral Reserves. Inferred Mineral Resources have been estimated from geological evidence and limited sampling and must be treated with a lower level of confidence than Measured and Indicated Resources.

⁽²⁾AgEq is based on a silver to gold ratio of 75:1. This was calculated using long-term silver and gold prices of US$17/oz silver and US$1,225/oz gold with approximate average metallurgical recoveries of 90% silver and 95% gold.

⁽³⁾There are no known legal, political, environmental, or other risks that could materially affect the potential development of the Mineral Resources.

⁽⁴⁾All numbers are rounded. Overall numbers may not be exact due to rounding.

For all Mineral Resources estimated up to February 8, 2019, SilverCrest constructed vein models using Seequent Limited Leapfrog^® Geo v.4.4 and the Tetra Tech Geology Qualified Person (QP) reviewed the vein models. Veins in the Las Chispas and Granaditas areas were constrained to a minimum thickness of 1.5 m true width, and veins in the Babicanora Area were constrained to a minimum thickness of 0.5 m true width. Assay data was composted to 1.0 m lengths in the Las Chispas and Granaditas areas and to 0.5 m lengths in the Babicanora Area. Block models were constructed using GEOVIA GEMS^™ v.6.8 and Mineral Resource Estimates, were calculated from surface and underground diamond drilling information A total of 2,647 composite drill core data points were used as the basis for the Mineral Resource Estimate.

One block model was developed for the February 2019 Mineral Resource Estimate. The model was developed for the Babicanora Area, which includes the Babicanora, Babicanora FW, Babicanora HW, Babicanora Norte, and Babicanora Sur veins. The block model was established on 2 m by 2 m by 2 m blocks using the percent model methods in GEOVIA GEMS^™ v.6.8. Average estimated overall true vein thickness ranged from 0.84 m at

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Babicanora Norte to 3.05 m at Babicanora. Refer to previous Technical Reports for modelling methodology used in the Las Chispas, Granaditas Areas and historic dumps.

Input parameters for block model interpolation included silver and gold grades. Metal grades were interpolated using Ordinary Kriging (OK) and Inverse Distance Weighted to the second power (ID²) methods. Where sufficient data existed, search parameters were based on variographic assessment. Where input grades were used from underground and drill hole sampling, multiple interpolation passes were used to first isolate the underground sample in short range searches, followed by larger searches which included both underground and drill hole sampling. Where only drill hole sampling was available, single interpolation passes were used.

A fixed bulk density value of 2.55 g/cm³ was applied to all materials within the block models. Bulk density was measured in 72 independent laboratory wax coated bulk density tests on mineralized and non-mineralized rock samples resulting in a mean density of 2.69 g/cm³ and in 641 specific gravity measurements collected and analyzed on-site by SilverCrest resulting in a mean density of 2.52 g/cm³.

Table 1-3 summarizes the Mineral Resource Estimates which are effective as of February 8, 2019. Table 1-4 includes a detailed breakdown of the vein estimates and Table 1-5 details the stockpile estimate. Figure 1-4 shows a perspective view of the block models filtered to greater than 150 gpt AgEq. These Mineral Resource Estimates adhere to guidelines set forth in NI 43-101 and the CIM Best Practices.

Table 1-3: Summary of Mineral Resource Estimates for Vein Material and Surface Stockpile Material at the Las Chispas Property, Effective February 8, 2019^(3,5,6,7,8)

Type	Cut-off Grade(4) (gpt   AgEq(2))	Classification(1)	Tonnes		Au   (gpt)		Ag   (gpt)		AgEq(2)    (gpt)		Contained Au   Ounces		Contained   Ag Ounces		Contained   AgEq(2) Ounces
Vein	150	Indicated		1,002,200		6.98		711		1,234		224,900		22,894,800		39,763,600
Vein	150	Inferred		3,464,700		3.42		343		600		380,700		38,241,400		66,823,700
Stockpile	100	Inferred		174,500		1.38		119		222		7,600		664,600		1,246,100
Overall	-	Indicated		1,002,200		6.98		711		1,234		224,900		22,894,800		39,763,600
Overall	-	Inferred		3,639,000		3.32		333		582		388,300		38,906,000		68,069,800

Notes: ⁽¹⁾Conforms to NI 43-101 and the CIM Definition Standards on Mineral Resources and Mineral Reserves. Inferred Mineral Resources have been estimated from geological evidence and limited sampling and must be treated with a lower level of confidence than Measured and Indicated Mineral Resources.

⁽²⁾AgEq is based on a silver to gold ratio of 75:1. This was calculated using long-term silver and gold prices of US$17/oz silver and US$1,225/oz gold, with approximate average metallurgical recoveries of 90% silver and 95% gold.

⁽³⁾Bulk density of 2.55 t/m³ has been applied to all materials.

⁽⁴⁾Vein resource is reported using a 150 gpt AgEq cut-off grade and minimum 0.5 m true width; the Babicanora Norte, Babicanora Sur and Babicanora Sur HW, Babicanora FW, and Babicanora HW Veins have been modelled to a minimum undiluted thickness of 0.5 m; Babicanora Main Vein has been modelled to a minimum undiluted thickness of 1.5 m.

⁽⁵⁾The Babicanora resource includes the Babicanora Vein with the Shoot 51 zone. The Giovanni resource includes the Giovanni, Giovanni Mini and the La Blanquita Veins.

⁽⁶⁾Mineral Resource Estimates for the Las Chispas and William Tell Veins and the surface stockpiles are unchanged from the February 2018 Maiden Resource Estimate (Barr 2018).

⁽⁷⁾There are no known legal, political, environmental, or other risks that could materially affect the potential development of the Mineral Resources.

⁽⁸⁾All numbers are rounded. Overall numbers may not be exact due to rounding.

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Table 1-4: Mineral Resource Estimate for Vein Material at the Las Chispas Property, Effective February 8, 2019^(4,5,6,7,8)

Vein(6)	Classification(1)	Tonnes		Au (gpt)		Ag (gpt)		AgEq(2) (gpt)		Contained Au Ounces		Contained Ag Ounces		Contained AgEq(2) Ounces
Babicanora	Indicated		646,800		6.57		683		1,175		136,500		14,198,000		24,438,600
	Inferred		670,300		4.46		500		842		98,300		10,775,800		18,145,100
includes   Area 51	Indicated		466,600		7.90		801		1,393		118,500		12,011,600		20,898,100
	Inferred		392,700		6.06		715		1,170		76,500		9,032,700		14,767,600
includes   Shoot 51	Indicated		280,100		10.09		1,060		1,816		90,900		9,543,200		16,360,700
	Inferred		92,00		8.54		984		1,625		25,300		2,912,100		4,809,600
Babicanora FW	Indicated		157,100		7.49		676		1,237		37,800		3,411,200		6,248,500
	Inferred		207,400		7.62		465		1,037		50,800		3,103,800		6,913,400
Babicanora HW	Indicated		67,800		0.93		154		223		2,000		334,800		486,200
	Inferred		31,500		0.80		145		205		800		147,100		207,500
Babicanora Norte	Indicated		130,500		11.57		1,180		2,047		48,500		4,950,900		8,590,300
	Inferred		277,700		8.21		780		1,395		73,300		6,960,000		12,458,000
Babicanora Sur	Indicated		-		-		-		-		-		-		-
	Inferred		543,900		4.10		268		575		71,600		4,687,800		10,058,700
Las Chispas	Indicated		-		-		-		-		-		-		-
	Inferred		171,000		2.39		340		520		13,000		1,869,500		2,861,000
Giovanni	Indicated		-		-		-		-		-		-		-
	Inferred		686,600		1.47		239		349		32,500		5,269,000		7,699,800
William Tell	Indicated		-		-		-		-		-		-		-
	Inferred		595,000		1.32		185		284		25,000		3,543,000		5,438,000
Luigi	Indicated		-		-		-		-		-		-		-
	Inferred		186,200		1.32		202		301		7,900		1,210,200		1,803,000
Granaditas	Indicated		-		-		-		-		-		-		-
	Inferred		95,100		2.46		221		405		7,500		675,100		1,239,200
All Veins	Indicated		1,002,200		6.98		711		1,234		224,900		22,894,800		39,763,600
	Inferred		3,639,200		3.32		333		582		388,300		38,906,000		68,069,800

Notes: ⁽¹⁾Conforms to NI 43-101 and the CIM Definition Standards on Mineral Resources and Mineral Reserves. Inferred Mineral Resources have been estimated from geological evidence and limited sampling and must be treated with a lower level of confidence than Measured and Indicated Mineral Resources.

⁽²⁾AgEq is based on a silver to gold ratio of 75:1. This was calculated using long-term silver and gold prices of US$17/oz silver and US$1,225/oz gold, with approximate average metallurgical recoveries of 90% silver and 95% gold.

⁽³⁾Bulk density of 2.55 t/m³ has been applied to all materials.

⁽⁴⁾Vein resource is reported using a 150 gpt AgEq cut-off grade and minimum 0.5 m true width; the Babicanora Norte, Babicanora Sur and Babicanora Sur HW, Babicanora FW, and Babicanora HW Veins have been modelled to a minimum undiluted thickness of 0.5 m; the Babicanora Main has been modelled to a minimum undiluted thickness of 1.5 m.

⁽⁵⁾The Babicanora resource includes the Babicanora Vein with the Shoot 51 Zone. The Giovanni resource includes the Giovanni, Giovanni Mini and the La Blanquita Veins.

⁽⁶⁾Mineral Resource Estimates for the Las Chispas and William Tell veins and the surface stockpiles are unchanged from the February 2018 Maiden Resource Estimate (Barr 2018).

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⁽⁷⁾There are no known legal, political, environmental, or other risks that could materially affect the potential development of the Mineral Resources.

⁽⁸⁾All numbers are rounded. Overall numbers may not be exact due to rounding.

Table 1-5: Mineral Resource Estimate for Surface Stockpile Material at the Las Chispas Property, Effective September 13, 2018

Stockpile Name	Tonnes		Au (gpt)		Ag (gpt)		AgEq(2) (gpt)		Contained Gold Ounces		Contained Silver Ounces		Contained AgEq(2) Ounces
North Chispas 1		1,200		0.54		71		111		20		2,700		4,200
La Capilla		14,200		4.92		137		506		2,300		62,700		231,600
San Gotardo		79,500		0.79		121		180		2,000		308,100		459,600
Lupena		17,500		1.38		79		182		800		44,300		102,700
Las Chispas 1 (LCH)		24,200		0.78		125		183		600		97,000		142,500
Las Chispas 2		1,100		1.23		236		329		40		8,100		11,300
Las Chispas 3 (San Judas)		1,000		2.05		703		857		100		22,400		27,300
La Central		3,800		0.75		116		172		100		14,300		21,200
Chiltepines 1		200		0.87		175		240		0		800		1,200
Espiritu Santo		1,700		0.52		94		133		30		5,000		7,100
La Blanquita 2		4,600		0.53		118		158		100		17,500		23,400
El Muerto		5,800		2.52		79		268		500		14,900		50,200
Sementales		800		4.38		47		376		100		1,200		9,700
Buena Vista		400		4.62		57		403		100		700		5,100
Babicanora		10,300		1.81		56		192		600		18,500		63,300
Babicanora 2		1,000		2.63		276		473		100		8,900		15,300
El Cruce & 2,3		100		0.75		39		96		3		200		400
Babi Stockpiled Fill		800		1.80		120		255		50		3,100		6,600
LC Stockpiled Fill		300		2.50		243		431		20		2,300		4,200
Las Chispas Underground Backfill		2,000		2.10		243		431		100		16,500		26,600
Babicanora Underground Backfill		4,000		1.80		120		255		200		15,500		32,800
Total		174,500		1.38		119		222		7,600		664,600		1,246,100

Notes: ⁽¹⁾Conforms to NI 43-101 and the CIM Definition Standards for Mineral Resources and Mineral Reserves. Inferred Resources have been estimated from geological evidence and limited sampling and must be treated with a lower level of confidence than Measured and Indicated Resources.

⁽²⁾AgEq is based on a silver to gold ratio of 75:1. This was calculated using long-term silver and gold prices of US$17/oz silver and US$1,225/oz gold with approximate average metallurgical recoveries of 90% silver and 95% gold.

⁽³⁾Resource is reported using a 100 gpt AgEq cut-off grade.

⁽⁴⁾Resource estimations for the historical dumps are unchanged from the February 2018 Maiden Resource Estimate.

⁽⁵⁾There are no known legal, political, environmental, or other risks that could materially affect the potential development of the Mineral Resources.

⁽⁶⁾All numbers are rounded. Overall numbers may not be exact due to rounding.

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Figure 1-4:        Vein Block Models Perspective (Looking West)

1.7 Mining Methods

The Tetra Tech Mining QP completed a mine plan for the Las Chispas property based on Indicated and Inferred Mineral Resources. The Mining QP notes the following regarding potential mining conditions at the Las Chispas Property:

◾ Vein widths are generally narrow (Mineral Resources were modelled to a minimum of 1.5 m with the exception of the Babicanora Norte, Babicanora Sur and Babicanora Sur HW, Babicanora FW, and Babicanora HW Veins which were modelled to a minimum undiluted thickness of 0.5 m. True widths may be narrower.

◾ The dip of the veins are generally steep, ranging from 55° to vertical.

◾ In some areas, multiple veins run near parallel or intersect.

Based on this analysis, mechanized cut-and-fill mining, with and without resuing, was selected as the mining method for the PEA. The Mining QP recognizes that additional mining methods have potential for further evaluation for Las Chispas. A geotechnical assessment was not conducted for the PEA; however, site visits and limited desktop work showed relatively good ground conditions.

Based on an assessment of mining equipment, a minimum mining width of 2 m was selected. This minimum mining width was used as a basis for stope shape development using Datamine’s Mineable Shape Optimizer (MSO) software. The Mining QP prepared a preliminary cost estimate based on mining at various widths and this work was used to derive a cut-off grade strategy to proceed with mine planning.

A total of 2.8 Mt, 503,000 oz gold, and 51 Moz silver (88.9 Moz AgEq) were advanced to the mine plan. To the Mineral Resources mined, 130 kt of low-grade dilution, 675 kt of barren rock, and 180 kt of backfill dilution were added to material to be mined for processing. Mineralized material is lost to stope shapes estimated to be in excess of 3% of the mineable tonnage, with additional operating loss of 3% of the mineable tonnage deducted from this total. Table 1-6 shows a summary of resources, dilution, and losses from the mine plan.

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Table 1-6: Summary of Mine Plan Resources, Dilution, and Losses

	Tonnes		Gold (oz)		Silver (oz)		AgEq (oz)
Total Underground Resources Included in Mine Plan		2,777,865		503,140		51,120,397		88,855,902
Low-grade Dilution		129,683		1,363		243,305		345,497
Zero-grade Waste Dilution		674,760		-		-		-
Backfill Dilution		179,115		-		-		-
Operating Losses (Excluding Losses from Stope Shapes)(1)		(75,228)		(10,090)		(1,027,274)		(1,784,028)
Total Underground Mill Feed Included in the PEA		3,686,195		494,413		50,336,428		87,417,371
Surface Stockpiles		174,500		7,742		667,626		1,248,293
Total Mill Feed		3,860,695		502,155		51,004,054		88,665,664

Note: ⁽¹⁾Additional material is lost to the stope shapes which is not included in this table.

The resulting stope shapes were included in a mine plan along with development. Figure 1-5 and Figure 1-6 show the mine plans completed for Las Chispas that were advanced to the financial model.

Figure 1-5:         Las Chispas Area Stopes and Development – Oblique View(Looking Northeast)

Notes: yellow – La Blanquita; red – Giovanni; pink – Las Chispas; light blue – William Tell

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Figure 1-6:         Babicanora Area Stopes and Development (Plan View)

Notes: red – Babicanora Main; blue – Babicanora HW; white – Silica Rib; purple – Babicanora Central; light blue – Babicanora FW; yellow – Babicanora Sur; brown – Babicanora Norte; green – Granaditas

Mine scheduling was based on stope and development productivity rates and operations starting in 2022, after construction on the mill and commissioning. The mill operation will ramp up using 100 kt of historic stockpiled material, with feed from the underground mine starting in 2022. High-grade areas of the Babicanora Main Vein will be mined in the early part of the mine schedule, with lower-grade areas of the Las Chispas Area mined at the end of the mine schedule. Table 1-7 shows the mine schedule summary for Las Chispas.

The Mining QP developed a cost model to evaluate mining costs over the life-of-mine (LOM). For the PEA, SilverCrest and the Mining QP agreed to use contractor mining costs for development and to consider contractor mining through adding profit margin to mining costs for underground production.

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Table 1-7: LOM Schedule Summary

	Unit	LOM		2021		2022		2023		2024		2025		2026		2027		2028		2029		2030
Total Mill Feed	t		3,860,695		100,000		442,570		455,684		456,980		455,773		455,793		455,753		457,018		455,782		125,341
Gold Grade	gpt		4.05		1.38		7.57		5.28		6.08		4.90		4.39		2.95		1.37		1.37		0.94
Silver Grade	gpt		411		119		656		556		612		497		388		302		219		196		168
AgEq Grade	gpt		714		223		1,224		952		1,068		864		717		523		321		299		239

Note: all numbers are rounded

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1.8 Recovery Methods

A conventional process plant using gravity concentration, cyanidation, and Merrill Crowne processes has been designed to recover gold and silver for Las Chispas Project. The plant will operate at a nominal throughput of 1,250 t/d or 456,250 t/a. As shown in the simplified flowsheet in Figure 1-7, the process plant will consist of the following process circuits:

◾ Three-stage closed-circuit crushing system

◾ Ball mill grinding circuit, integrated with coarse gold and silver recovery circuits:

– Two parallel centrifugal gravity concentration circuits

– One intensive leaching circuit

– One electrowinning circuit

◾ Gold and silver recovery circuits on the gravity concentration tailings:

– Cyanide leaching circuit

– Counter current decantation (CCD) wash circuit

– Merrill-Crowe precipitation circuit

◾ Gold and silver refinery

◾ Cyanide destruction

◾ Tailings dewatering

The plant feed material will be crushed in a conventional closed crushing circuit consisting of three stages of crushing. The crushed materials will be conveyed to a 2,500 t live capacity stockpile. Reclaimed from the stockpile, the crushed materials will be fed the one-stage closed grinding circuit with hydro-cyclones. Two parallel centrifugal concentrators will be intergraded into the grinding circuit to recover coarse gold and silver contained in cyclone underflow. The gravity concentrate will be further treated by the intensive cyanide leaching and electrowinning processes to recover cyanide dissolved gold and silver.

The cyclone overflow, with a particle size of 80% passing 100 µm from the grinding circuit, will be thickened prior to being leached in a conventional cyanide leaching circuit. The cyanide leaching will be conducted in seven 11,000 mm diameter by 11,000 mm high leach tanks purged with oxygen for approximately 90 hours. The leach residue will be washed in four stages of a CCD circuit to separate gold and silver bearing pregnant solution from the barren leach residue. The gold and silver in the pregnant solution will be recovered using a Merrill-Crowe recovery process. The precipitates from the Merrill-Crowe circuit and the electrowinning sludge from the intensive leach circuit will be smelted on-site to produce gold-silver doré bars.

The leach residue will be treated by the sulfur dioxide-air process to reduce weak acid dissociable (WAD) cyanide content to less than 10 mg/L. The detoxicated leach residue will be dewatered by two vacuum belt filters to reduce water content to approximately 20 to 25% or less prior to be conveyed to residue storage facility for dry stacking.

The overall metal recovery was projected as 94.4% for gold and 89.9% for silver based on metallurgical test results and the current mine plan. During the proposed LOM, the process plant is expected to produce 474,000 oz gold and 45,834,000 oz silver contained in the gold-silver doré. Table 1-8 provides LOM doré production projections.

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Figure 1-7:         Simplified Process Flowsheet

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Table 1-8: LOM Doré Production Projection

	Units			Production Year
		Total/ Average		-1		1		2		3		4		5		6		7		8		9
Mill Feed	kt		3,860,695		100,000		442,570		455,684		456,980		455,773		455,793		455,753		457,018		455,782		125,341
Mil Feed   Grade	gpt Au		4.05		1.4		7.6		5.3		6.1		4.9		4.4		2.9		1.4		1.4		0.9
	gpt Ag		411		119.0		656.5		555.8		612.1		496.6		387.6		302.0		218.7		196.1		167.8
Recovery	% Au		94		89.4		94.4		94.4		94.4		94.4		94.4		94.4		94.4		94.4		94.4
	% Ag		90		84.9		89.9		89.9		89.9		89.9		89.9		89.9		89.9		89.9		89.9
Gold and   Silver   Production   in Doré	oz Au		473,812		3,967		101,703		73,057		84,302		67,816		60,735		40,750		18,988		18,903		3,592
	oz Ag		45,833,515		324,822		8,397,549		7,319,748		8,084,643		6,541,819		5,105,671		3,978,327		2,889,498		2,583,451		607,985
	oz AgEq(1)		81,369,437		622,310		16,025,246		12,798,989		14,407,317		11,628,015		9,660,785		7,034,608		4,313,606		4,001,139		877,422

Notes: ⁽¹⁾ AgEq is based on silver to gold ratio of 75:1. This was calculated using long-term silver and gold prices of US$17/oz silver and US$1,225/oz gold with approximate average metallurgical recoveries of 90% silver and 95% gold. All numbers are rounded.

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1.9 Project Infrastructure

The Las Chispas Property can be accessed via the 10 km existing access road from Highway 89, which is a two-lane, paved all-weather highway. Access road upgrades will be required to facilitate transport of equipment and materials during construction and operation. Figure 1-8 illustrates the overall Las Chispas Project site layout.

The process plant will consist of the crushing, screening, stockpile, grinding, gravity separation, intensive leaching, CCD wash, leaching, reagents, cyanide detoxification, tailings dewatering areas and the gold room. Most of the process plant footprint will be open and roofed only where necessary. The reagent storage and gold room will be enclosed buildings. The gold room will be constructed with thick concrete floors and walls, complete with a heavy-duty building enclosure, closed-captioned televisions (CCTVs), motion sensors and alarms to prevent unauthorized entry.

A fibre-optic backbone will be included throughout the plant to provide an ethernet-type system for voice, data, and control systems bandwidth requirements.

The administration building will be a single-storey, air-conditioned modular building completed with mine dry, lockers, shower facilities, first aid, and office areas for the administrative, engineering, and geology staff.

The maintenance shop will house a wash bay; repair bays; parts storage areas; welding area; machines shop; electrical room; mechanical room; compressor room; and lube storage room, supported by the adjacent storage warehouse, which will be a pre-engineered building with offices and mine dry.

The assay laboratory will be a single-story modular building complete with the required laboratory equipment for grade assaying and control. The laboratory will be equipped with all the required heating, ventilation, and air conditioning (HVAC) systems and chemical disposal equipment.

The power plant will consist of four 1.2 MW diesel generator sets, three operating and one standby. The diesel generators will be located as close as possible to the grinding/mill loads, as these are the largest loads.

Fuel storage requirements for mining equipment, process equipment, and ancillary facilities will be supplied from above-ground diesel fuel tanks located near the portal.

Two “dry stack” type tailings facilities (DSTFs) will be constructed to store tailings at surface that are not used for underground backfill. The surface tailings will be thickened and filtered at the plant and conveyed to the DSTF. The DSTFs will be sited to the north and west of the proposed process plant at a location that does not conflict with drainage and access roads that are located in the adjacent valley bottom. The foundation soils will be compacted to mitigate seepage and a contact water collection ditch will be constructed downstream to intercept runoff and seepage. The contact water collection ditches will drain to storage ponds where the contact water may be treated, if required, and released or pumped back to the process plant for re-use. Surface water diversion ditches will divert surface water from the small catchment area upslope of the DSTFs. The DSTF slope design geometry is 3H:1V to suit typical stability and closure requirements. The east and west DSTFs will be constructed sequentially over the mine life, and ultimately reach approximately 30 m and 38 m high, respectively. Area for potential tailings storage is being permitted.

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TECHNICAL REPORT AND PRELIMINARY ECONOMIC ASSESSMENT FOR THE LAS CHISPAS PROPERTY, SONORA, MEXICO

AMENDED DATE: JULY 19, 2019 | EFFECTIVE DATE: MAY 15, 2019

Figure 1-8:         Overall Las Chispas Project Site Layout

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1.10 Environmental Studies, Permitting, and Social or Community Impact

Under the framework of Mexican Regulation, several environmental permits are required prior to construction and to advance large mining projects such as Las Chispas Project into production. SilverCrest has received four exploration permits which independently authorize surface drilling activities at various locations on the Property with allowance for development of 461 drill pads and require exploration roads.

There are three Secretariat of Environment and Natural Resources (Secretaría de Medio Ambiente y Recursos Naturales or SEMARNAT) permits that are required prior to construction: an environmental impact statement (Manifestación de Impacto Ambiental [MIA]), a risk study (Estudio de Riesgo or [ER]), and an application for a change in forestry land use (Cambio de Uso de Suelo en Terrenos Forestales or [CUSTF]). SilverCrest initiated environmental baseline surveys that have been used for the MIA application and authorization for underground drilling, underground bulk sampling up to 100,000 t for processing off-site and site access road improvements. An MIA permit application was submitted in May 2018 and is pending authorization for the siting of the process plant that is estimated to be received in the second half of 2019. As of the effective date of this PEA, limited baseline work has been conducted on groundwater and surface water systems. This work is expected to start in May 2019 and will be required prior to mine production for authorization of Water Use Concessions and the Water Discharge Permit. As of the effective date of this PEA, SilverCrest owns 300,000 m3 of water rights. This volume is estimated to be sufficient to cover the needs of a 2,000 Mt/d operation. Pursuant to the completion of the baseline studies, SilverCrest will seek application to SEMARNAT for required approvals under the environmental impact assessment process.

SilverCrest has submitted application for a “General Explosives Permit” to the Secretariat of National Defense (Secretaría de la Defensa Nacional or SEDENA) to authorize storage of explosives on-site. Prior to submitting this request, SilverCrest had to complete the construction of two magazines required during the operation. This permit for explosives storage is in the application process through SEDENA. Currently, SilverCrest holds a temporary permit for use of explosives with provision that require transportation and off-site storage managed by SEDENA. The temporary explosives permit will expire on June 28, 2019 and will require the General Explosives Permit, which is anticipated in July 2019 to continue with underground development.

SilverCrest maintains positive relations with various local stakeholder groups including the municipalities of Banamichi and Arizpe, local Ejidos and Land Owners. A social impact study (Trámite Evaluación de Impacto Social or EVIS) should be completed to provide a socio-economic baseline later in the Las Chispas Project’s permit management program.

Work completed to date as part of the MIA applications indicated that the Las Chispas Project has potential for low to moderate impact to local water, air, landscape and potential for moderate to high impact on the local soils, flora, and socio-economic conditions. No known environmental liabilities exist on the Property from historical mining and process operations. Soil and tailings testing were conducted as part of the overall sampling that has been ongoing on-site.

A formal Reclamation and Closure Plan has not been developed for the project and thus reclamation bonds have not yet been established.

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1.11 Capital and Operating Costs

1.11.1 Capital Costs

The total estimated initial capital cost for the design, construction, installation, and commissioning of the Las Chispas Project is US$100.5 million. A summary breakdown of the initial capital cost is provided in Table 1-9. This total includes all direct costs, indirect costs, SilverCrest’s costs, and contingency. All costs are shown in US dollars unless otherwise specified.

Table 1-9: Capital Cost Summary

	Area	Capital Cost Estimate (US$ million)
10	Site Preparation and Access Roads	1.1
25	Underground Mining	19.3
30	Process	27.5
40	Tailings	4.4
50	Overall Site	2.3
70	On-site Infrastructure	6.7
Direct Cost Subtotal		61.3
X	Project Indirect Costs	16.3
Y	SilverCrest’s Costs	8.1
Z	Contingency	14.8
Indirect Cost Subtotal		39.2
Total Initial Capital Cost		100.5

The accuracy range of the estimate is ±35%. The base currency of the estimate is US dollars (US$).

Table 1-10 shows the foreign currency exchange rates for the US dollar to the Canadian dollar (CAD$), and for US dollar to Mexican peso (MXN$) which were applied as required.

Table 1-10: Foreign Exchange Rates

Base Currency (US$)	Currency
1.00	CAD$0.75
1.00	MXN$20.00

1.11.2 Operating Costs

The average LOM operating cost, at a design mill feed rate of 1,250 t/d, was estimated at US$98.66/t of material processed. The operating cost is defined as the total direct operating costs including mining, processing, and general and administrative (G&A) costs. Table 1-11 shows the summary breakdown of the operating costs.

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Table 1-11: Operating Cost Summary

Area	LOM Average Operating Cost (US$/t processed)
Mining	50.91*
Process and tailings management	32.61
G&A	15.14
Total LOM Operating Cost	98.66

Notes: *Includes stope development but excludes capitalised underground development.

Figure 1-9 shows the operating cost distribution by area.

Figure 1-9:         Operating Cost Distribution by Area

1.12 Economic Analysis

A PEA should not be considered a Prefeasibility or Feasibility study, as the economics and technical viability of the project have not been demonstrated at this time. The PEA is preliminary in nature and includes Inferred Mineral Resources that are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as Mineral Reserves. Furthermore, there is no certainty that the conclusions or results reported in the PEA will be realized. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

The Tetra Tech Financial Model QP prepared an economic evaluation of the Las Chispas Property based on a discounted cash flow model for the 8.5-year LOM, with project development starting in 2020.

The base case forecast for the Las Chispas Property LOM shows an after-tax net present value (NPV) of US$407 million at a 5% discount rate. The after-tax internal rate of return (IRR) is forecast to be 78%, with an after-tax payback period of 0.74 years.

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Table 1-12 shows a summary of the economic analysis results and Table 1-13 provides a summary of the projected cashflows for the Las Chispas Project. Figure 1-10 shows the annual after-tax net cash flows (NCFs) and cumulative net cash flows (CNCFs).

Table  1-12: Economic Analysis Results Summary (including Discounted After-tax NPV)

	Unit	Value
Throughput	t/d		1,250
Mine Life	years		8.5
Diluted Resource	t		3,861,000
Average Diluted Silver Grade	gpt		411
Average Diluted Gold Grade	gpt		4.05
Average Diluted AgEq(1) Grade	gpt		714
Contained Silver(3)	oz		51,004,000
Contained Gold(3)	oz		502,200
Contained AgEq(1)(3)	oz		88,666,000
Silver Recovery	%		89.9
Gold Recovery	%		94.4
Payable Silver (LOM)	oz		45,765,000
Payable Gold (LOM)	oz		473,100
Total AgEq(1)	oz		81,247,000
Average Annual Production (LOM)
Silver	oz		5,384,000
Gold	oz		55,700
AgEq(1)	oz		9,559,000
Average Annual Production (Years 1-4)
Silver	oz		7,575,000
Gold	oz		81,600
AgEq(1)	oz		13,694,000
Project Revenue	US$ million		1,345
Operating Costs	US$ million		381
Government Royalties(4)	US$ million		79.1
Mining Cost(2)	US$/t		50.91
Processing Cost (US$/t)	US$/t		32.61
G&A Cost	US$/t		15.14
Total Operating Cost	US$/t		98.66
Initial Capital Cost	US$ million		100.5
LOM Sustaining Capital Cost	US$ million		50.3
			Table continues

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	Unit	Value
LOM AISC	US$/oz AgEq(1)		7.52
Years 1-4 AISC	US$/oz AgEq(1)		4.89
After-tax IRR	%		78
NPV (5%)	US$ million		406.9
Undiscounted LOM Net Free Cash Flow	US$ million		522.5
Payback Period	months		9

Notes: ⁽¹⁾AgEq is based on a silver to gold ratio of 75:1. This was calculated using long-term silver and gold prices of US$17/oz silver and US$1,225/oz gold with approximate average metallurgical recoveries of 90% silver and 95% gold.

⁽²⁾Includes expensed lateral development, but excludes capitalized ramp and vertical development.

⁽³⁾Contained ounces for gold and silver are estimated to include 29% Indicated Resources and 71% Inferred Resources.

⁽⁴⁾Royalties include Mexico Government mining royalty of 7.5% from the income on the sale of minerals extracted minus authorized deductions, and an extraordinary governmental royalty of 0.5% of the income for the sale of gold, silver and platinum by mining concession holders for environmental purposes. There are no other royalties on resources other than those imposed by law.

The Las Chispas economic model is based on the following assumptions:

◾ Gold price of US$1,269/oz; and

◾ Silver price of US$16.68/oz.

Metal prices selected for the PEA are based on three-year trailing average prices up to January 2019, spot prices for January 2019, and data from financial institutions on long-term forecasted gold and silver prices.

Figure 1-10:         After-tax Cash Flow

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Table  1-13: Summary of Cash Flows Generated over the LOM

	Units	LOM Total			2020			2021			2022			2023			2024			2025			2026			2027			2028			2029			2030			2031		2032			2033			2034			2035
Development Metres	m		69,342			5,427			4,904			8,075			7,927			7,860			8,699			10,517			10,833			5,100			-			-			-		-			-			-			-
Tonnes Mined Underground	t		3,686,195			-			-			368,070			455,684			456,980			455,773			455,793			455,753			457,018			455,782			125,341			-		-			-			-			-
Tonnes from Stockpile	t		174,500			-			100,000			74,500			-			-			-			-			-			-			-			-			-		-			-			-			-
Tonnes Milled	t		3,860,695			-			100,000			442,570			455,684			456,980			455,773			455,793			455,753			457,018			455,782			125,341			-		-			-			-			-
Au Grade	g/t		4.05						1.38			7.57			5.28			6.08			4.90			4.39			2.95			1.37			1.37			0.94			-		-			-			-			-
Ag Grade	g/t		411			-			119			656			556			612			497			388			302			219			196			168			-		-			-			-			-
Au Ounces Recovered	oz		473,812			-			3,967			101,703			73,057			84,302			67,816			60,735			40,750			18,988			18,903			3,592			-		-			-			-			-
Ag Ounces Recovered	oz		45,833,515			-			324,822			8,397,549			7,319,748			8,084,643			6,541,819			5,105,671			3,978,327			2,889,498			2,583,451			607,985			-		-			-			-			-
Net Revenue from Sales	$million		1,345			-			10			265			211			238			192			160			116			71			66			14			-		-			-			-			-
Mining Costs	$million		(197	)		-			(0.4	)		(24.7	)		(23.9	)		(28.4	)		(28.5	)		(27.1	)		(24.8	)		(18.6	)		(14.7	)		(5.5	)		-		-			-			-			-
Processing Costs	$million		(126	)		-			(4.0	)		(14.3	)		(14.8	)		(14.8	)		(14.8	)		(14.8	)		(14.8	)		(14.8	)		(14.8	)		(4.1	)		-		-			-			-			-
G&A Costs	$million		(58	)		-			(3.4	)		(6.6	)		(6.6	)		(6.7	)		(6.7	)		(6.7	)		(6.7	)		(6.7	)		(6.7	)		(1.8	)		-		-			-			-			-
Total Operating Costs	$million		(381	)		-			(7.8	)		(45.6	)		(45.3	)		(49.8	)		(50.0	)		(48.5	)		(46.2	)		(40.1	)		(36.1	)		(11.4	)		-		-			-			-			-
Government Royalties	$million		(79	)		-			(0	)		(18	)		(14	)		(15	)		(12	)		(9	)		(6	)		(3	)		(3	)		(0	)		-		-			-			-			-
Initial Capital Costs	$million		(100.5	)		-			(54.6	)		(45.8	)		-			-			-			-			-			-			-			-			-		-			-			-			-
Sustaining Capital Costs	$million		(50.3	)		-			-			-			(2.9	)		(5.8	)		(3.9	)		(6.3	)		(10.3	)		(13.7	)		(6.8	)		(0.6	)		-		-			-			-			-
Working capital	$million		(0	)					-			(10.0	)		-			-			-			-			-			-			-			-			10.0
Reclamation (bond and expenses)	$million		(4.0	)		(4.0	)																																4.0		(1.0	)		(1.0	)		(1.0	)		(1.0	)
Pre-tax Cash Flow	$million		731.9			(58.6	)		(43.6	)		188.6			146.8			169.1			124.2			91.8			50.5			21.6			26.8			2.8			14.0		(1.0	)		(1.0	)		(1.0	)		(1.0	)
Taxable Income	$million		691.3			-			-			166.3			131.7			154.0			109.1			76.7			35.4			6.5			11.7			-			-		-			-			-			-
Taxes Payable	$million		(207.4	)		-			-			(49.9	)		(39.5	)		(46.2	)		(32.7	)		(23.0	)		(10.6	)		(1.9	)		(3.5	)		-			-		-			-			-			-
Net After-tax Cash Flow	$million		524.5			(58.6	)		(43.6	)		138.8			107.3			122.9			91.5			68.8			39.9			19.6			23.3			2.8			14.0		(1.0	)		(1.0	)		(1.0	)		(1.0	)
NPV 5%	$million		406.9
IRR	%		78
Payback Period	years		0.74

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1.13 Opportunities

The Las Chispas PEA is the first economic assessment of a potential underground mining operation and has taken in to account the combined geological, mining, metallurgical, processing and permitting considerations into a financial assessment. The work is based largely on exploration work completed by SilverCrest and is an early-stage snap shot of a conceptual mining operation which lacks the detailed investigations and engineering required to advance the project towards production. Conclusions drawn from this work provide an estimate for the time and work needed to move the Las Chispas Project from the current PEA level to a pre-feasibility study and/or a feasibility study level.

There are many opportunities that potentially could improve upon the economics of the PEA which have not been included in this PEA are considered in the next phases of work. Alone or combined, these opportunities could change the approach to development, timelines, capital requirements and operating costs described within the PEA with potential to change the scale, economics and/or the value of the property. Even if not completely understood at this time, it is important to identify and acknowledge the follow opportunities so that the next phase of work takes them into consideration when defining the project design:

◾ Exploration potential to increase resource by exploring 20 of the 30 known veins that are not in the current resource.

◾ Additional resources could potentially become additional reserves for expansion of the plant capacity and subsequent decrease in operating costs.

◾ In-filling of current isolated resources with additional resources and subsequent reserves to reduce development costs per ounce.

◾ Discovery of another high-grade vein to further smooth the decline in production for LOM.

◾ Better definition of exclude resource in this report by in-filling and potentially combining isolated zones to justify costs for development.

◾ Consider less costly mining methods in advanced studies.

◾ Complete detailed metallurgy for potential increase in precious metal recoveries.

◾ Design, permit and construct a power-line to the nation grid currently at $0.09/KWH for reduced operating costs from using diesel power at $0.28/KWH.

◾ Utilize stockpiled mineralized development tonnes mined during pre-production along with a portion of the 174,500 tonnes grading 1.38 gpt Au and 119 gpt Ag, or222 gpt AgEq, already on surface in historic dumps.

1.14 Recommendations

It is recommended that SilverCrest advance to the feasibility level to completely assess the viability of the Las Chispas Project. Prior to completion of a Feasibility Study, several investigations and laboratory test work programs are required to be completed and combined with trade-off studies. Table 1-14 shows a list of the recommended investigations and trade-off studies with a summarized cost estimate to proceed to the next level of study. Recommendations are further detailed in Section 26.0.

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Table  1-14: Cost Estimate for Recommended Work

Item	Units	Cost Estimate (US$000)
Dedicated Sampling and Metallurgical Test Work on   Most Significant Veins	200 samples, composites and test work		150
Expansion and Infill Drilling Along Multiple Veins	55,000 m (surface and underground)		9,000
Area 51 Decline and Exploration	1,500 m		3,000
Environmental Baseline Work and Permitting	Decline, explosives, added drilling		445
Water Exploration, Permitting and Concessions   Purchase	All rights for water use		200
Update Mineral Resources and Technical Report	Q4 2019 Technical Report		100
Rock Mechanics Studies	Desktop study		150
Cavity Monitoring Surveys	Site visit and underground study		20
Mining Method Trade-off	Desktop study		150
Drifting Along the Vein	Contract mining		1,000
Mining Software Valuation	Desktop work		25
Backfill Study	Laboratory test work and desk top study		25
Ventilation and Escape Way Planning	Desktop study		25
Metallurgical Test Work	Laboratory test work		200
Project Infrastructure and Surface Geotechnical	1,000 m geotechnical drilling, construction scheduling		350
Dry Stack Tailings	Geotechnical, geochemistry, and test work		150
Financial and Feasibility Study	H2 2019 and H1 2020 FS		2,000
Mexico Administration and Labour	G&A		1,500
Corporate Support	Corporate G&A		500
Total	-		20,590

A-32

PART II

INFORMATION NOT REQUIRED TO BE DELIVERED

TO OFFEREES OR PURCHASERS

Indemnification of Directors and Officers

Under the Business Corporations Act (British Columbia) (the “BCBCA”) the Registrant may indemnify a director Under the Business Corporations Act (British Columbia) (the “BCBCA”) the Registrant may indemnify a director or officer, a former director or officer, or an individual who acts or acted as a director or officer of an affiliate of the Registrant, or at the Registrant’s request as a director or officer (or in a similar capacity) of another corporation or other legal entity, against all judgments, penalties or fines awarded or imposed in, or amounts paid in settlement of, any legal proceeding or investigative action, whether current, threatened, pending or completed, in which such individual or any of his or her heirs and personal or other legal representatives is or may be joined as a party, or is or may liable for in respect of a judgment, penalty or fine in, or expenses related to such legal proceeding or investigative action because of serving in such capacity, on condition that (i) the individual acted honestly and in good faith with a view to the best interests of the Registrant or such other corporation or legal entity, and (ii) in the case of such a proceeding or investigative action other than a civil proceeding, the individual had reasonable grounds for believing that his or her conduct was lawful. The Registrant may, after the final disposition of such a legal proceeding or investigative action, pay all costs, charges and expenses, including legal and other fees, actually and reasonably incurred by such person described above in respect of such a legal proceeding or investigative action, providing such person complies with (i) and (ii) above. The Registrant may, as they are incurred in advance of the final disposition of such legal proceeding or investigative action, pay such costs, charges and expenses as they are actually and reasonably incurred by such person described above, provided it obtains a written undertaking that such person will repay the amounts advanced if it is ultimately determined that the individual did not comply with (i) and (ii) above. Under the BCBCA, an individual described above is entitled to indemnification from the Registrant in respect of such costs, charges and expenses actually and reasonably incurred after the final disposition of such legal proceeding or investigative action as a matter of right if the individual has not been reimbursed for such costs, charges and expenses and is wholly successful in the outcome of such legal proceeding or investigative action, or is substantially successful on the merits thereof, providing such individual complies with (i) and (ii) above. On application of the Registrant or an individual described above, the Supreme Court of British Columbia may order (A) the Registrant to indemnify a person described above in respect of any liability incurred by such person in respect of such a legal proceeding or investigative action, (B) the Registrant to pay some or all of the expenses incurred by such individual in respect of such legal proceeding or investigative action, (C) the enforcement of, or any payment under, an agreement of indemnification entered into by the Registrant, (D) the Registrant to pay some or all of the expenses actually and reasonably incurred by such person described above in obtaining such an order, and/or (E) any other order that the Court considers appropriate.

In accordance with the BCBCA, the Articles of the Registrant provide that the Registrant must indemnify a person named above, and such person’s heirs and legal personal representatives, against all judgments, penalties or fines awarded or imposed in, or amounts paid in settlement of, any legal proceeding or investigative action, whether current, threatened or completed, in which such individual or any of his or her heirs and legal personal representatives is or may be joined as a party, or is or may be liable for in respect of a judgment, penalty or fine in, or costs, charges and expenses, including legal and other fees relating to such legal proceeding or investigative action, because of that person having been a director or officer of the Registrant, provided that (i) the individual acted honestly and in good faith with a view to the best interests of the Registrant; and (ii) in the case of such a legal proceeding or investigative action other than a civil proceeding, the person had reasonable grounds for believing that his or her conduct was lawful. The Articles of the Registrant also provide that the Registrant must, after the final disposition of such a legal or investigative action, pay all costs, charges and expenses, including legal and other fees, actually and reasonably incurred by such person in respect of such a legal proceeding or investigative action, provided such individual complies with (i) and (ii) above. The Registrant must pay, as they are incurred in advance of the final disposition of such legal proceeding or investigative action, such costs, charges and expenses as they are actually and reasonably incurred by such person described above, provided it obtains a written undertaking that such person will repay the amounts advanced if it is ultimately determined that the individual did not comply with (i) and (ii) above.

A policy of directors’ and officers’ liability insurance is maintained by the Registrant which insures directors and officers for losses as a result of claims against the directors and officers of the Registrant in their capacity as directors and officers and also reimburses the Registrant for payments made pursuant to the indemnity provisions under the Articles of the Registrant and the BCBCA.

* * *

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is therefore unenforceable.

The exhibits listed in the exhibit index, appearing elsewhere in this Registration Statement, have been filed as part of this Registration Statement.

II-1

PART III

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Item 1. Undertaking

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form F-10 or to transactions in said securities.

Item 2. Consent to Service of Process

A written Appointment of Agent for Service of Process and Undertaking on Form F-X for the Registrant and its agent for service of process was filed concurrently with the initial filing of this Registration Statement on Form F-10.

Any change to the name or address of the agent for service of process of the Registrant shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of this Registration Statement on Form F-10.

III-1

EXHIBIT INDEX

Exhibit Number	Description
3.1	Underwriting Agreement
3.2	Term Sheet
4.1	Annual information form of the Registrant for the year ended December  31, 2018 (incorporated by reference from Exhibit No. 99.1 to the Registrant’s Form 40-F, filed with the Commission on March 13, 2019)
4.2	Amended audited annual consolidated financial statements of the Registrant for the year ended December  31, 2018 and the auditor’s report thereon (incorporated by reference from Exhibit No. 99.2 to Amendment No. 1 to the Registrant’s Form 40-F, filed with the Commission on April 8, 2019)
4.3	Management’s discussion and analysis of financial condition and results of operations of the Registrant for the year ended December 31, 2018 (incorporated by reference from Exhibit No. 99.3 to the Registrant’s Form 40-F, filed with the Commission on March 13, 2019)
4.4	Information circular dated April  12, 2019 with respect to the Registrant’s annual general meeting of shareholders held on May 30, 2019 (incorporated by reference from Exhibit No.  99.3 to the Registrant’s Form 6-K, filed with the Commission on April 23, 2019)
4.5	Interim consolidated financial statements of the Registrant for the nine months ended September  30, 2019 (incorporated by reference from Exhibit No. 99. 1 to the Registrant’s Form 6-K, filed with the Commission on November 13, 2019)
4.6	Interim management’s discussion and analysis of financial condition and results of operations of the Registrant for the nine months ended September 30, 2019 (incorporated by reference from Exhibit No. 99. 2 to the Registrant’s Form 6-K, filed with the Commission on November 13, 2019)
4.7	Material change report dated January 17, 2019 of the Registrant with respect to the completion of a non-brokered private placement of 100,000 units at $2.92 per unit for gross proceeds of $292,000 (incorporated by reference from Exhibit No. 99. 1 to the Registrant’s Form 6-K, filed with the Commission on January 18, 2019)
4.8	Material change report dated July 24, 2019 of the Registrant (incorporated by reference from Exhibit No.  99. 2 to the Registrant’s Form 6-K, filed with the Commission on July 25, 2019)
4.9	Material change report dated August  19, 2019 of the Registrant with respect to the completion of the August Prospectus Offering with respect to the announcement of the “August Prospectus Offering” and the “SSR  Private Placement” (each as defined under “Recent Developments” in the Registration Statement) (incorporated by reference from Exhibit No.  99. 1 to the Registrant’s Form 6-K, filed with the Commission on August 20, 2019)
4.10	Material change report dated August 19, 2019 of the Registrant with respect to the completion of the SSR  Private Placement (incorporated by reference from Exhibit No. 99. 2 to the Registrant’s Form 6-K, filed with the Commission on August 20, 2019)
4.11	Technical report entitled “Technical Report and Preliminary Economic Assessment for the Las Chispas Property, Sonora, Mexico”, effective May 15, 2019, as amended and dated July 19, 2019 prepared by James Barr, P.Geo., Hassan Ghaffari, P.Eng. and Mark Horan, P.Eng. (incorporated by reference from Exhibit No. 99. 2 to the Registrant’s Form 6-K, filed with the Commission on July 29, 2019)
4.12	Material change report dated December 9, 2019 of the Registrant with respect to the announcement of an offering of 11,000,000 common shares of the Registrant at a price of $7.28 per offered common share
5.1	Consent of Davidson & Company LLP
5.2	Consent of Koffman Kalef LLP
5.3	Consent of N. Eric Fier, CPG, P. Eng.
5.4	Consent of James Barr, P.Geo
5.5	Consent of Hassan Ghaffari, P.Eng.
5.6	Consent of Mark Horan, P. Eng.
5.7	Consent of Tetra Tech Canada Inc.
6.1	Powers of Attorney (contained in the signature page of the F-10 Registration Statement filed with the Commission on December 3, 2019).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Country of Canada on December 11, 2019.

SILVERCREST METALS INC.
By:	/s/ ANNE YONG
	Name:	Anne Yong
	Title:	Chief Financial Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.

Signature	Capacity	Date
* N. Eric Fier	Executive Director, Chief Executive Officer	December 11, 2019
/s/ ANNE YONG Anne Yong	Chief Financial Officer	December 11, 2019
* Graham C. Thody	Director & Chairman	December 11, 2019
* Ross O. Glanville	Director	December 11, 2019
* Ani Markova	Director	December 11, 2019
* Hannes P. Portmann	Director	December 11, 2019
* John H. Wright	Director	December 11, 2019

*By:	/s/ ANNE YONG
Name:	Anne Yong
Title:	Attorney-in-Fact

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this Amendment No. 2 to the Registration Statement, in the capacity of the duly authorized representative of the Registrant in the United States, on December 11, 2019.

PUGLISI & ASSOCIATES
/s/ DONALD J. PUGLISI
Name:	Donald J. Puglisi
Title:	Managing Director

EX-3.1

Exhibit 3.1

EXECUTION VERSION

UNDERWRITING AGREEMENT

December 3, 2019

SilverCrest Metals Inc.

570 Granville Street, Suite 501

Vancouver, BC

V6C 3P1

Attention: N. Eric Fier Chief Executive Officer and Director

Dear Mr. Fier:

National Bank Financial Inc. (the “Lead Underwriter”), Desjardins Securities Inc. (“Desjardins”) and Scotia Capital Inc. (collectively with the Lead Underwriter and Desjardins, the “Co-Lead Underwriters”) and Eight Capital, Canaccord Genuity Corp., PI Financial Corp., RBC Dominion Securities Inc., Cormark Securities Inc., BMO Nesbitt Burns Inc., Beacon Securities Limited and Roth Capital Partners, LLC (each, including the Co-Lead Underwriters, an “Underwriter” and collectively the “Underwriters”) understand that SilverCrest Metals Inc. (the “Corporation”) proposes to issue and sell 11,000,000 Common Shares (as hereinafter defined) (the “Firm Shares”). Upon and subject to the terms and conditions set forth below, the Underwriters hereby severally, but not jointly or jointly and severally, agree to purchase from the Corporation, in the respective percentages provided for in Article 13 hereof, and by its acceptance hereof the Corporation agrees to sell to the Underwriters, at the Closing Time (as hereinafter defined), all but not less than all of the Firm Shares at a price of $7.28 per Firm Share (the “Offering Price”), being an aggregate purchase price of $80,080,000.

Upon and subject to the terms and conditions contained herein, the Corporation hereby grants to the Underwriters an option (the “Over-Allotment Option”) to purchase up to an additional 1,650,000 Common Shares (the “Option Shares”) at a price of $7.28 per Option Share to cover over-allotments, if any, and for market stabilization purposes. The Over-Allotment Option may be exercised at any time and from time to time, in whole or in part, until the date that is 30 days following the Closing Date (as hereinafter defined) by written notice from the Lead Underwriter on the Underwriters’ behalf to the Corporation, setting forth the aggregate number of Option Shares to be purchased. If the Over-Allotment Option is exercised, the number of Option Shares specified in the notice shall be purchased by the Underwriters, severally, but not jointly or jointly and severally, in the same proportion as their respective obligations to purchase the Firm Shares as set forth in Article 13 hereof. The offering of the Firm Shares and any Option Shares by the Corporation described in this Agreement are hereinafter referred to as the “Offering”.

In consideration of the Underwriters’ agreement to purchase the Firm Shares and to offer them to the public, which agreement will result from the acceptance of this offer by the Corporation, and in consideration of the services rendered and to be rendered by the Underwriters in connection herewith, the Corporation agrees to pay to the Underwriters at the Closing Time a fee (the “Underwriting Fee”) equal to 5.0% of the aggregate purchase price for the Firm Shares and the Option Shares purchased by the Underwriters, except those Firm Shares and Option Shares that are subject to the President’s List Exemption (as defined below). In relation to pre-identified individual purchasers of the Offering, agreed upon between the Corporation and the Lead Underwriter (the “President’s List”), the fee payable on proceeds from the sale of Firm Shares and Option Shares placed with the President’s List will be 2.5% (the “President’s List Exemption”). The President’s List Exemption will be applicable for up to $5,000,000 of proceeds of the Offering. For greater certainty, for any proceeds raised from the President’s List in excess of $5,000,000, the fee payable to the Lead Underwriter, for and on behalf of all the Underwriters, will be 5.0%. The Underwriting Fee shall be payable on the Closing Date.

The agreement resulting from the acceptance of this letter by the Corporation (herein referred to as “this Agreement”) shall be subject to the following additional terms and conditions.

ARTICLE 1

DEFINITIONS

1.1 In this Agreement:

“Amendment No. 1 to the Registration Statement” means an amendment to the Initial Registration Statement, including the Canadian Amended Preliminary Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, and including the exhibits thereto and the documents incorporated by reference therein and the documents otherwise deemed under applicable rules and regulations of the SEC to be a part thereof or included therein;

“Amendment No. 2 to the Registration Statement” means a further amendment to the Initial Registration Statement, including the Canadian Final Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, and including the exhibits thereto and the documents incorporated by reference therein and the documents otherwise deemed under applicable rules and regulations of the SEC to be a part thereof or included therein;

“Canadian Amended Preliminary Prospectus” means the amended and restated preliminary short form prospectus of the Corporation to be dated December 3, 2019 relating to the Distribution of the Offered Shares and, unless the context otherwise requires, includes all documents incorporated therein by reference;

“Canadian Final Prospectus” means the final short form prospectus of the Corporation relating to the Distribution of the Offered Shares and, unless the context otherwise requires, includes all documents incorporated therein by reference, including the template version of any marketing materials provided to potential investors in accordance with section 2.4 in connection with the Distribution of the Purchased Shares;

“Canadian Preliminary Prospectus” means the preliminary short form prospectus of the Corporation dated December 3, 2019 relating to the Distribution of the Offered Shares and, unless the context otherwise requires, includes all documents incorporated therein by reference;

2

“Canadian Prospectuses” means, collectively, the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus and any Prospectus Amendment to any of the foregoing;

“Canadian Qualifying Jurisdictions” means all the provinces of Canada other than Québec, and “Canadian Qualifying Jurisdiction” means any one of them;

“Canadian Securities Laws” means all applicable securities laws in each of the Canadian Qualifying Jurisdictions and all rules, regulations, policy statements, instruments, notices and blanket orders and rulings thereunder;

“CDS” has the meaning specified in section 8.3;

“Closing Date” means December 18, 2019 or such other date as the Lead Underwriter and the Corporation may agree upon in writing, but in any event not later than 42 days following the date of the Passport Receipt for the Canadian Final Prospectus;

“Closing Time” means 5:00 a.m. (Vancouver time) on the Closing Date (or, if the context so requires, on the Option Closing Date) or such other time on the Closing Date (or, if the context so requires, on the Option Closing Date) as the Lead Underwriter and the Corporation may agree upon;

“Co-Lead Underwriters” has the meaning specified in the first paragraph of this Agreement;

“Common Shares” means the common shares in the capital of the Corporation;

“comparables” has the meaning given to that term in NI 41-101;

“Continuous Disclosure Materials” has the meaning given to that term in subsection 7.1(j) hereto;

“Corporation” has the meaning specified in the first paragraph of this Agreement;

“Corporation’s Financial Statements” has the meaning given to that term in subsection 7.1(bb);

“Distribution” has the meaning attributed thereto under applicable Canadian Securities Laws;

“Effective Date” means the date and time that the Registration Statement becomes effective;

“environmental laws” has the meaning given to that term in subsection 7.1(pp);

“Exchanges” means the TSX and the NYSE American;

“Execution Time” means the date and time that this Agreement is executed and delivered by the parties hereto;

3

“Final Prospectuses” means, collectively, the Canadian Final Prospectus and the U.S. Final Prospectus;

“Firm Shares” has the meaning specified in the first paragraph of this Agreement;

“Form F-10” means Form F-10 under the U.S. Securities Act;

“Form F-X” has the meaning specified in section 2.1(e);

“Free Writing Prospectus” means a free writing prospectus, as defined in Rule 405 under the U.S. Securities Act;

“IFRS” means International Financial Reporting Standards, as the same may be amended or supplemented from time to time;

“Indemnified Parties” has the meaning specified in section 11.1;

“Initial Registration Statement” means the registration statement on Form F-10 (File No. 333-235332) filed with the SEC on December 3, 2019 registering the offer and sale of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the Canadian Preliminary Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, and including the exhibits thereto and the documents incorporated by reference therein and the documents otherwise deemed under applicable rules and regulations of the SEC to be a part thereof or included therein;

“Issuer Free Writing Prospectus” means an issuer free writing prospectus, as defined in Rule 433 under the U.S. Securities Act, of the Corporation;

“Las Chispas Preliminary Economic Assessment” means the technical report titled “Technical Report and Preliminary Economic Assessment for the Las Chispas Property, Sonora, Mexico”, dated effective May 15, 2019, as amended July 19, 2019;

“Lead Underwriter” has the meaning specified in the first paragraph of this Agreement;

“limited-use version” has the meaning ascribed to such term in NI 41-101;

“marketing materials” has the meaning ascribed to such term under NI 41-101;

“material” or “materially”, when used in relation to the Corporation, means material in relation to the Corporation and its subsidiaries (taken as a whole);

“material adverse effect” means an effect, change, development or event that alone or in conjunction with any other effect, change, development or event is materially adverse to the business, operations, assets or condition (financial or otherwise) of the Corporation and its subsidiaries, taken as a whole, or on the Corporation’s ability to perform its obligations under this Agreement or consummate the transactions contemplated herein;

4

“material change”, “material fact” and “misrepresentation” have the respective meanings attributed thereto under applicable Canadian Securities Laws;

“Material Contracts” has the meaning given to that term in subsection hereto 7.1(kk);

“Minera Llamarada” means Compañía Minera La Llamarada, S.A. de C.V.;

“Money-Laundering Laws” has the meaning specified in section 7.1(ww);

“NI 41-101” means National Instrument 41-101 of the Canadian Securities Administrators;

“NI 43-101” means National Instrument 43-101 of the Canadian Securities Administrators;

“NI 44-101” means National Instrument 44-101 of the Canadian Securities Administrators;

“NI 52-109” means National Instrument 52-109 of the Canadian Securities Administrators;

“NP 11-202” means National Policy 11-202 of the Canadian Securities Administrators;

“NYSE American” means the NYSE American LLC;

“Offering” has the meaning given to that term on page 1 of this Agreement;

“Offered Shares” means, collectively, the Firm Shares and the Option Shares;

“Offering Documents” means, collectively, the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus, the Initial Registration Statement, Amendment No. 1 to the Registration Statement, Amendment No. 2 to the Registration Statement, the Registration Statement, any U.S. Registration Statement Amendment, the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus, the U.S. Final Prospectus, any Issuer Free Writing Prospectus and any Prospectus Amendment;

“Offering Price” has the meaning specified in the first paragraph of this Agreement;

“Option Closing Date” has the meaning specified in section 8.2;

“Option Shares” has the meaning specified in the second paragraph of this Agreement;

“Over-Allotment Option” has the meaning specified in the second paragraph of this Agreement;

“Passport Receipt” means the receipt issued by the Principal Regulator, which is deemed to also be a receipt of the other Securities Commissions pursuant to the Passport System, for the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus and any Prospectus Amendment, as the case may be;

“Passport System” means the system and procedures for prospectus filing and review under Multilateral Instrument 11-102 adopted by the Securities Commissions (other than Ontario) and NP 11-202;

5

“PCAOB” has the meaning specified in 3.1(f);

“Permitted Free Writing Prospectus” has the meaning specified in section 7.2;

“PFIC” has the meaning specified in section 7.3(l);

“Preliminary Prospectuses” means, collectively, the Canadian Preliminary Prospectus and the U.S. Preliminary Prospectus;

“President’s List” has the meaning specified in the third paragraph of this Agreement;

“President’s List Exemption” has the meaning specified in the third paragraph of this Agreement;

“Principal Regulator” means the British Columbia Securities Commission;

“Property Rights” has the meaning given to that term in subsection 7.1(m);

“Prospectus Amendment” means any amendment to the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus, or any U.S. Amended Prospectus, other than the Canadian Amended Preliminary Prospectus and the U.S. Amended Preliminary Prospectus and other than merely by incorporation by reference of Subsequent Disclosure Documents;

“Prospectuses” means, collectively, the Canadian Prospectuses and the U.S. Prospectuses;

“provide”, in the context of sending or making available marketing materials to a potential purchaser of Offered Shares, has the meaning ascribed to such term under applicable Securities Laws, whether in the context of a “road show” (as defined in NI 41-101) or otherwise and “provided” has like meaning;

“Public Record” means all information filed by or on behalf of the Corporation with the Securities Commissions after December 31, 2018, in compliance, or intended compliance, with applicable Canadian Securities Laws, together with all documents incorporated by reference in the Canadian Prospectuses;

“Purchased Shares” means the Firm Shares and, if the Over-Allotment Option is exercised, also includes the Option Shares that the Underwriters have, at the relevant time, elected to purchase pursuant to the exercise of the Over-Allotment Option;

“Registration Statement” means the registration statement on Form F-10 (File No. 333-235332) registering the offer and sale of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the exhibits thereto and the documents incorporated by reference therein and the documents deemed under applicable rules and regulations of the SEC to be a part thereof or included therein, as amended at the date on which such registration statement becomes effective;

6

“Sanctions” has the meaning specified in section 7.1(xx);

“SEC” means the United States Securities and Exchange Commission;

“Securities Commissions” means, collectively, the securities commission or similar securities regulatory authority in each of the Canadian Qualifying Jurisdictions;

“Securities Laws” means, collectively, the Canadian Securities Laws and the U.S. Securities Laws;

“SEDAR” means the computer system for the transmission, receipt, acceptance, review and dissemination of documents filed in electronic format known as the System for Electronic Document Analysis and Retrieval;

“Selling Firms” has the meaning specified in section 5.1;

“Subsequent Disclosure Documents” means any financial statements, management’s discussion and analysis, information circulars, annual information forms, material change reports (other than confidential material change reports), business acquisition reports or other documents issued by the Corporation after the Execution Time which are, or are deemed to be, pursuant to applicable Securities Laws, incorporated by reference into the Final Prospectuses or any Prospectus Amendment;

“subsidiary” has the meaning attributed thereto in the Securities Act (British Columbia);

“Subsidiaries” means Minera Llamarada, Babicanora Agrícola Noroeste, S.A. de C.V. and NorCrest Metals Inc.;

“template version” has the meaning ascribed thereto under NI 41-101 and includes any revised template version of marketing materials as contemplated by such instrument;

“TMX Group” has the meaning specified in section 15.6;

“TSX” means the Toronto Stock Exchange;

“Underwriters” has the meaning specified in the first paragraph of this Agreement;

“Underwriting Fee” has the meaning specified in the third paragraph of this Agreement;

“U.S. Amended Preliminary Prospectus” means, as of any time prior to the time the Registration Statement is declared or becomes effective, the Canadian Amended Preliminary Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, to be included in the Amendment No. 1 to the Registration Statement, including the documents incorporated by reference therein;

“U.S. Amended Prospectus” means a prospectus included in any U.S. Registration Statement Amendment;

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“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

“U.S. Final Prospectus” means the Canadian Final Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, included in the Registration Statement at the time it becomes effective, including the documents incorporated by reference therein;

“U.S. Preliminary Prospectus” means, as of any time prior to the time the Registration Statement is declared or becomes effective, the Canadian Preliminary Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC included in the Initial Registration Statement, including the documents incorporated by reference therein;

“U.S. Prospectuses” means, collectively, the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus, the U.S. Final Prospectus and any Prospectus Amendment to any of the foregoing;

“U.S. Registration Statement Amendment” means any amendment to Amendment No. 1 to the Registration Statement (other than Amendment No. 2 to the Registration Statement) and any post-effective amendment to the Registration Statement filed with the SEC during the offer and sale of the Offered Shares;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended; and

“U.S. Securities Laws” means all of the applicable federal and state securities laws and regulations of the United States, including without limitation the U.S. Securities Act, the U.S. Exchange Act and the respective rules and regulations of the SEC thereunder.

Where any representation or warranty contained in this Agreement is expressly qualified by reference to the “knowledge” of the Corporation, or where any other reference is made herein to the “knowledge” of the Corporation, it shall be deemed to refer to the actual knowledge of N. Eric Fier, Anne Yong, Christopher Ritchie, Pierre Beaudoin and Nicholas Campbell, after having made due inquiry of appropriate and relevant persons and after reviewing relevant documentation.

Any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Initial Registration Statement, Amendment No. 1 to the Registration Statement, Amendment No. 2 to the Registration Statement, the Registration Statement, the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus, the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus or the U.S. Final Prospectus shall be deemed to refer to and include the filing of any document under the Securities Laws after the Effective Date of the Registration Statement or the issue date of the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus, the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus or the U.S. Final Prospectus, as the case may be, deemed to be incorporated therein by reference.

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ARTICLE 2

FILING OF PROSPECTUSES

2.1 The Corporation represents, warrants and covenants to and with the Underwriters and acknowledges that the Underwriters are relying thereon in connection with the purchase of the Purchased Shares, that:

(a) the Corporation is eligible in accordance with the provisions of NI 44-101 to file a short form prospectus in each of the Canadian Qualifying Jurisdictions and the British Columbia Securities Commission is the principal regulator for the Corporation under the Passport System for purposes of the filing of the Canadian Prospectuses;

(b) the Corporation meets the general eligibility requirements for the use of Form F-10;

(c) the Corporation has filed under, and as required by, Canadian Securities Laws, the Canadian Preliminary Prospectus with the Securities Commissions;

(d) the Corporation has filed with the SEC the Initial Registration Statement to register the offer and sale of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the U.S. Preliminary Prospectus;

(e) the Corporation has filed with the SEC an Appointment of Agent for Service of Process and Undertaking for the Corporation on Form F-X in conjunction with the filing of the Initial Registration Statement (the “Form F-X”);

(f) the Corporation shall, under Canadian Securities Laws:

(i) as promptly as practicable after the execution of this Agreement and in any event by 2:30 pm (Vancouver time) on December 4, 2019 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Amended Preliminary Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions; and

(ii) as promptly as practicable thereafter, obtain and deliver to the Underwriters a Passport Receipt dated December 4, 2019, issued by the Principal Regulator evidencing that a receipt for the Canadian Amended Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions in each of the Canadian Qualifying Jurisdictions;

(g) the Corporation shall, as promptly as practicable after the execution of this Agreement and in any event no later than 5:30 pm (Vancouver time) on December 4, 2019 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multijurisdictional disclosure system Amendment No. 1 to the Registration Statement, including the U.S. Amended Preliminary Prospectus;

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(h) the Corporation shall, as promptly as practicable after (i) any comments of the Securities Commissions in respect of the Canadian Amended Preliminary Prospectus have been satisfied and (ii) any comments of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in respect of the U.S. Amended Preliminary Prospectus have been satisfied, and in any event by 2:30 pm (Vancouver time) on December 11, 2019 (or in any case by such later date or dates as may be determined by the Lead Underwriter in its sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Final Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions and obtain and deliver to the Underwriters a Passport Receipt issued by the Principal Regulator evidencing that a receipt for the Canadian Final Prospectus has been issued or deemed to be issued by the Securities Commissions in each Canadian Qualifying Jurisdiction;

(i) the Corporation shall, immediately after the filing of the Canadian Final Prospectus but no later than 5:30 pm (Vancouver time) on December 11, 2019 (or in any case, by such later date or dates as may be determined by the Lead Underwriter in its sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multi-jurisdictional disclosure system, Amendment No. 2 to the Registration Statement, including the U.S. Final Prospectus, which Amendment No. 2 to the Registration Statement will become effective under the U.S. Securities Act upon filing thereof pursuant to Rule 467(a) under the US. Securities Act; and

(j) the Corporation will obtain the conditional listing of the Offered Shares on the TSX by the Closing Time, subject to the satisfaction by the Corporation of customary conditions specified by the TSX, and approval for listing of the Offered Shares on the NYSE American by the Closing Time, subject only to the official notice of issuance, and the Corporation will promptly satisfy all such conditions to listing of both the Exchanges.

2.2 The Corporation agrees to allow the Underwriters, prior to the filing of the Offering Documents, to participate fully in the preparation of, and approve the form and content of, the Offering Documents and such other documents as may be required under Securities Laws to qualify the Distribution of the Offered Shares in the Canadian Qualifying Jurisdictions and in the United States, in each case, acting reasonably, and to allow the Underwriters to conduct all due diligence which the Underwriters may reasonably require in order to:

(a) confirm the Public Record is accurate and current in all material respects;

(b) fulfill the Underwriters’ obligations as underwriters; and

(c) enable the Underwriters to responsibly execute the certificates in the Canadian Prospectuses required to be executed by the Underwriters.

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2.3 After the date of the Final Prospectuses and until the conclusion of the Distribution of the Offered Shares, the Corporation shall take or cause to be taken all steps as may, from time to time, be necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the Distribution of the Offered Shares in each of the Canadian Qualifying Jurisdictions and in the United States; provided, however, that with respect to state securities law qualifications in the United States, the Corporation shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjected.

2.4 During the Distribution of the Purchased Shares:

(a) the Corporation shall approve in writing the template version of any marketing materials prepared by the Lead Underwriter and proposed to be provided by the Underwriters to any potential investor of Purchased Shares, any such marketing materials to comply with Canadian Securities Laws and U.S. Securities Laws and to be acceptable in form and substance to the Corporation, in its sole discretion;

(b) the Lead Underwriter shall, on behalf of the Underwriters, approve a template version of any such marketing materials in writing prior to the time such marketing materials are provided to potential investors of Purchased Shares;

(c) the Corporation shall file the template version of any such marketing materials on SEDAR and with the SEC on or before the day the marketing materials are first provided to any potential investor of Purchased Shares, and any comparables shall be removed from the template version in accordance with NI 44-101 prior to filing such on SEDAR (provided that if any such comparables are removed, the Corporation shall deliver a complete template version of any such marketing materials to the Securities Commissions), and the Corporation shall provide a copy of such filed template version to the Underwriters as promptly as practicable following such filing; and

(d) following the approvals set forth in sections 2.4(a) to (c), the Underwriters may provide a limited-use version of such marketing materials that complies with Section 7.6(2) of NI 44-101 to potential investors of Purchased Shares in accordance with Securities Laws.

2.5 The Corporation and the Lead Underwriter, on behalf of the Underwriters, approve the marketing materials attached as Schedule G hereto.

2.6 The Corporation and each Underwriter, on a several basis, covenants and agrees not to provide any potential investor of Purchased Shares with any marketing materials except for marketing materials or any limited-use versions thereof which have been approved as contemplated in section 2.4, and then only to potential investors of Purchased Shares in the Canadian Qualifying Jurisdictions, the United States and other jurisdictions outside of Canada and the United States in compliance with applicable local laws in such jurisdictions.

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ARTICLE 3

DELIVERY OF THE PROSPECTUSES AND RELATED DOCUMENTS

3.1 The Corporation shall deliver or cause to be delivered to the Underwriters and the Underwriters’ counsel the documents set out below at the respective times indicated:

(a) promptly following the issuance thereof, a Passport Receipt issued by the Principal Regulator evidencing that a receipt for the Canadian Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions in each of the Canadian Qualifying Jurisdictions;

(b) prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus, copies of the Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus, signed as required by Canadian Securities Laws;

(c) prior to or contemporaneously, as nearly as practicable, with the filing thereof with the SEC, copies of Amendment No. 1 to the Registration Statement and Amendment No. 2 to the Registration Statement, including in each case the prospectus contained therein, as filed with the SEC and copies of all exhibits and documents filed therewith which have not previously been delivered to the Underwriters;

(d) as soon as they are available, copies of any Prospectus Amendment required to be filed under any Canadian Securities Laws, signed as required by Canadian Securities Laws, and any amendment to the Registration Statement;

(e) as soon as they are available, copies of any documents incorporated by reference in or exhibits to the Canadian Prospectuses, the U.S. Prospectuses, the Registration Statement or any amendment to any of them which have not been previously available on SEDAR or delivered to the Underwriters;

(f) at the time of filing with the Securities Commissions of the Canadian Final Prospectus or any Prospectus Amendment to the Canadian Final Prospectus, as the case may be, comfort letters from the Corporation’s auditor, addressed to the Underwriters, the Corporation and the board of directors of the Corporation and dated the date of the Canadian Final Prospectus or any Prospectus Amendment to the Canadian Final Prospectus, as the case may be, in form and substance satisfactory to the Underwriters, acting reasonably, relating to the verification of certain of the financial information relating to the Corporation and its respective subsidiaries contained in any such document, the Registration Statement and the U.S. Final Prospectus or incorporated by reference therein, which comfort letter shall be based on a review having a cut-off date not more than three business days prior to the date of such letter. Such letter shall also state that such auditor is independent within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of British Columbia and within the meaning of the U.S. Securities Act and the applicable published rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States) (the “PCAOB”); and

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(g) at the time of filing with the Securities Commissions of the Canadian Final Prospectus or any Prospectus Amendment to the Canadian Final Prospectus, as the case may be, a letter from each qualified person providing consent to the Canadian Final Prospectus and the Registration Statement, addressed to the Underwriters and dated the date of the Canadian Final Prospectus or any Prospectus Amendment to the Canadian Final Prospectus, as the case may be, in form and substance satisfactory to the Underwriters, acting reasonably.

3.2 The delivery to the Underwriters of the filed Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus shall constitute a representation and warranty to the Underwriters by the Corporation that:

(a) the information and statements contained in the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus, as the case may be (except any information and statements relating solely to the Underwriters which have been furnished in writing to the Corporation by or on behalf of any Underwriters through the Lead Underwriter specifically for inclusion therein, it being understood and agreed that for the purposes of this Agreement, including, without limitation, sections 3.2, 3.3, and 11.1 hereto, the names of the Underwriters set forth on the cover of the Prospectuses constitute the only information or statements relating to the Underwriters which has been furnished by the Underwriters, through the Lead Underwriter, in writing, specifically for inclusion in the Prospectuses) constitute full, true and plain disclosure of all material facts relating to the Offered Shares as required by Canadian Securities Laws as at the respective dates thereof; and

(b) the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus or the Canadian Final Prospectus, as the case may be, does not contain a misrepresentation within the meaning of Canadian Securities Laws provided that such representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Corporation by or on behalf of any Underwriter through the Lead Underwriter specifically for inclusion therein.

Such delivery shall also constitute the consent of the Corporation to the use of the Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus by the Underwriters in connection with the Distribution of the Offered Shares in the Canadian Qualifying Jurisdictions and elsewhere outside the United States in compliance with this Agreement and applicable securities laws, including Securities Laws.

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3.3 The Corporation hereby represents, warrants and covenants to the Underwriters as follows:

(a) the documents incorporated by reference in the Offering Documents, when they were filed with the Securities Commissions, conformed in all material respects to the requirements of Canadian Securities Laws, and to the extent filed pursuant to the U.S. Exchange Act, conformed in all material respect to any applicable requirements of the U.S. Exchange Act when they were filed with the SEC; and any further documents incorporated by reference in the Offering Documents, when such documents are filed with the Securities Commissions or the SEC, as applicable, will conform in all material respects to the requirements of Canadian Securities Laws or the U.S. Exchange Act and the rules thereunder, as applicable;

(b) on the Effective Date, the Registration Statement will, and on the date it is first filed and at the Closing Time (including on any Option Closing Date) the U.S. Final Prospectus will, conform in all material respects with the requirements of the US. Securities Act and the rules and regulations of the SEC under the U.S. Securities Act, including the requirements of Form F-10; on the date first filed the Canadian Preliminary Prospectus conformed, and on the date first filed the Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus and any Prospectus Amendment will, and at the Closing Time the Canadian Final Prospectus, as amended by any Prospectus Amendment will, conform in all material respects with the applicable requirements of Canadian Securities Laws and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading; the Registration Statement, as of the Effective Date, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the U.S. Final Prospectus, as of its filing date and as of the Closing Time (including on any Option Closing Date), will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Corporation by or on behalf of any Underwriter through the Lead Underwriter specifically for inclusion in the Registration Statement, the Canadian Prospectuses or the U.S. Final Prospectus;

(c) as of the time it was issued and as of the Closing Time (including on any Option Closing Date), each electronic roadshow, if any, when taken together as a whole with the U.S. Final Prospectus, does not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Corporation by or on behalf of any Underwriter through the Lead Underwriter specifically for inclusion therein;

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(d) at the time the Initial Registration Statement was filed, the Corporation was not an Ineligible Issuer (as defined in Rule 405 under the US. Securities Act), without taking account of any determination by the SEC pursuant to Rule 405 under the U.S. Securities Act that it is not necessary that the Corporation be considered an Ineligible Issuer; and

(e) each Issuer Free Writing Prospectus will not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein by reference that has not been superseded or modified; if there occurs an event or development as a result of which the U.S. Prospectuses would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, or as a result of which any Issuer Free Writing Prospectus would include any information that conflicts with the information contained in the Registration Statement, the Corporation will notify promptly the Lead Underwriter so that any use of the U.S. Prospectuses may cease until it is amended or supplemented, and in such event the Corporation will prepare and file a new Issuer Free Writing Prospectus to correct such conflict as soon as possible; and each Issuer Free Writing Prospectus will comply in all material respects with the requirements of the U.S. Securities Act and the applicable rules and regulations of the SEC thereunder.

ARTICLE 4

COMMERCIAL COPIES OF PROSPECTUSES

4.1 The Corporation shall deliver, or cause to be delivered, to the Underwriters, as promptly as practicable and in any event no later than 9:00 a.m. (Vancouver time) on the second business day following the date of filing of the Canadian Amended Preliminary Prospectus, at offices designated by the Underwriters, such number of commercial copies of the Canadian Amended Preliminary Prospectus and the U.S. Amended Preliminary Prospectus as the Underwriters may reasonably request by instructions to the printer thereof given no later than 5:00 p.m. (Vancouver time) on the date of the filing of such documents. The Corporation shall, until the conclusion of the Distribution of the Offered Shares, as promptly as practicable following a reasonable request by the Underwriters, cause to be delivered to the Underwriters such additional commercial copies of the Canadian Amended Preliminary Prospectus and the U.S. Amended Preliminary Prospectus in such numbers and at such offices in such cities as the Underwriters may reasonably request from time to time.

4.2 The Corporation shall deliver, or cause to be delivered, to the Underwriters, as promptly as practicable and in any event no later than 9:00 a.m. (Vancouver time) on the second business day following the date of the filing of the Canadian Final Prospectus with the Securities Commissions, at offices designated by the Underwriters, such number of commercial copies of the Canadian Final Prospectus and the U.S. Final Prospectus as the Underwriters may reasonably request by instructions to the printer thereof given no later than the day prior to the time when the Corporation plans to authorize the printing of the commercial copies of the Canadian Final Prospectus and the U.S. Final Prospectus. The Corporation shall, until the conclusion of the Distribution of the Offered Shares, as promptly as practicable following a reasonable request by the Underwriters, cause to be delivered to the Underwriters such additional commercial copies of the Canadian Final Prospectus and the U.S. Final Prospectus in such numbers and at such offices in such cities as the Underwriters may reasonably request from time to time.

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4.3 The Corporation shall from time to time deliver to the Underwriters, as promptly as practicable at the offices in such cities designated by the Underwriters pursuant to sections 4.1 or 4.2, the number of copies of any documents incorporated, or containing information incorporated by reference in the Canadian Prospectuses or the U.S. Prospectuses and of any Subsequent Disclosure Documents which the Underwriters may from time to time reasonably request; provided that if such documents or information are generally available to the public, such documents or information shall be deemed to have been delivered in satisfaction of this request.

ARTICLE 5

DISTRIBUTION OF OFFERED SHARES

5.1 Each of the Underwriters covenants and agrees with the Corporation to offer the Offered Shares for sale to the public in the Canadian Qualifying Jurisdictions and the United States, directly (including through any affiliate of an Underwriter) and through other investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, referred to herein as the “Selling Firms”), only in compliance with all applicable Securities Laws, upon the terms and conditions set forth in the Canadian Final Prospectus or the U.S. Final Prospectus, as applicable, any Prospectus Amendment and this Agreement.

5.2 Each of the Underwriters covenants and agrees with the Corporation:

(a) to offer the Offered Shares for sale to the public outside of Canada and the United States, directly (including through any affiliate of an Underwriter) and through other Selling Firms, only in compliance with all applicable laws and regulations in each jurisdiction into and from which they may offer or sell the Offered Shares, upon the terms and conditions set forth in the Canadian Final Prospectus or the U.S. Final Prospectus, as applicable, any Prospectus Amendment and this Agreement provided the distribution of the Offered Shares in such other jurisdictions will not result in the Corporation inheriting any reporting obligations in such jurisdictions;

(b) to use all reasonable efforts to complete and to cause the Selling Firms to complete the Distribution of the Offered Shares as soon as possible after the Closing Time; and

(c) to comply with applicable Securities Laws with respect to the use of “green sheets” and other marketing materials.

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5.3 The Underwriters may, after a reasonable effort has been made to sell all of the Offered Shares at the Offering Price, offer the Offered Shares at a price less than the Offering Price in compliance with Securities Laws and, specifically in the case of any Offered Shares offered in the Canadian Qualifying Jurisdictions, the requirements of NI 44-101 and the disclosure concerning the same which is contained in the Canadian Prospectuses. The Underwriters will notify the Corporation in writing if the Offering Price is to be reduced prior to commencing any such offer or sales. Such reduction in the Offering Price shall not affect the Offering Price to be paid by the Underwriters to the Corporation as specified in the first paragraph of this Agreement.

5.4 For the purposes of this Article 5, the Underwriters shall be entitled to assume that the Distribution of the Offered Shares is qualified in each of the Canadian Qualifying Jurisdictions and that the Offered Shares are registered under U.S. federal securities laws after receipt by the Lead Underwriter of notification from the Corporation’s counsel that a Passport Receipt for the Canadian Final Prospectus has been issued or is deemed to be issued and that the Registration Statement has been declared or otherwise become effective, as applicable, unless the Underwriters receive notice to the contrary from the Corporation or any applicable securities regulatory authority.

5.5 No Underwriter will be liable to the Corporation under this Article 5 with respect to a default by another Selling Firm (that is not an affiliate of such Underwriter), another Underwriter, or the Corporation under this Agreement if neither the Underwriter nor any of its affiliated Selling Firms is itself in violation.

5.6 The Lead Underwriter will notify the Corporation when, in its opinion, the Underwriters have ceased Distribution of the Offered Shares and shall, as promptly as practicable, and in any event, no later than 25 days thereafter, provide the Corporation with a breakdown of the number of Offered Shares distributed in each of the Canadian Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to a Securities Commission.

ARTICLE 6

MATERIAL CHANGES

6.1 During the period commencing on the date hereof until the completion of the Distribution of the Offered Shares, the Corporation shall promptly notify the Underwriters, in writing, with full particulars of:

(a) any change (actual, anticipated, contemplated or threatened) in the business, operations, condition (financial or otherwise) or capital of the Corporation and its subsidiaries (taken as whole); or

(b) any change in any matter covered by a statement contained in the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses or any Subsequent Disclosure Document or amendment or supplement to any of them; or

(c) any fact which has arisen which would have been required to have been stated in the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, or any Subsequent Disclosure Document as amended or supplemented from time to time, had the fact arisen on or prior to the date thereof;

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which change or fact in any such case is, or may be, of such a nature as: (i) to render the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, or any Subsequent Disclosure Document, as amended or supplemented immediately prior to such change or fact, misleading or untrue in any material respect, or (ii) would result in a misrepresentation in the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, or any Subsequent Disclosure Document, as amended or supplemented from time to time immediately prior to such change or fact or (iii) would result in the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, or any Subsequent Disclosure Document, as amended or supplemented from time to time immediately prior to such change or fact, not complying with any of the Securities Laws, or (iv) would result in it being necessary to amend the Registration Statement or to amend or supplement the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus or the U.S. Final Prospectus in order that such document will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein (in the case of the Registration Statement) or necessary in order to make the statements therein, in the case of the Registration Statement, not misleading, and in the case of the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus or U.S. Final Prospectus, in light of the circumstances under which such statements are made, not misleading, or (v) would reasonably be expected to have a significant effect on the market price or market value of the Common Shares. The Corporation shall promptly comply with all applicable filing and other requirements, if any, under the Securities Laws arising as a result of such change or fact. In addition, if during the period of the Distribution of the Offered Shares under the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, or any Subsequent Disclosure Document, as amended or supplemented from time to time, there is any change in any applicable Securities Laws which results in a requirement to file a Prospectus Amendment, the Corporation shall make such filing as promptly as practicable. In addition to the foregoing, the Corporation shall, in good faith, discuss with the Underwriters any change in circumstances (actual or proposed) which is of such a nature that there is or ought to be consideration given by the Corporation as to whether notice in writing of such change need be given to the Underwriters pursuant to this paragraph.

6.2 During the period commencing on the date hereof and ending on the completion of the Distribution of the Offered Shares, the Corporation shall promptly comply to the reasonable satisfaction of the Underwriters and their counsel with any applicable filing and other requirements under the Securities Laws arising as a result of any change, event or circumstance referred to in section 6.1 above and shall prepare and file under all applicable Securities Laws, with all reasonable dispatch, and in any event within any time limit prescribed under applicable Securities Laws, any Subsequent Disclosure Document or Prospectus Amendment or amendment or supplement to the Registration Statement as may be required under applicable Securities Laws; provided that the Corporation shall allow the Underwriters and their counsel to participate fully in the preparation of any such Subsequent Disclosure Document or Prospectus Amendment or amendment or supplement to the Registration Statement and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to responsibly execute the certificate required to be executed by them in any Prospectus Amendment and the Underwriters shall have approved the form of any Prospectus Amendment or amendment or supplement to the Registration Statement, such approval not to be unreasonably withheld and to be provided in a timely manner. The Corporation shall further promptly deliver to the Underwriters and the Underwriters’ counsel a copy of each Prospectus Amendment or amendment or supplement to the Registration Statement signed as required by applicable Securities Laws, and each Subsequent Disclosure Document, such number of commercial copies of each Prospectus Amendment or amendment or supplement to the Registration Statement as the Underwriters may reasonably request, in the same manner as set forth in section 4.1 hereof, as well as opinions and letters with respect to each such Prospectus Amendment or amendment or supplement to the Registration Statement substantially similar to those referred to in section 3.1(e) above.

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6.3 The delivery to the Underwriters of each Prospectus Amendment and Subsequent Disclosure Document shall constitute a representation and warranty to the Underwriters by the Corporation, with respect to the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus, as amended, modified or superseded by such Prospectus Amendment or Subsequent Disclosure Document and by each Prospectus Amendment and Subsequent Disclosure Document previously delivered to the Underwriters as aforesaid, to the same effect as set forth in paragraphs (a) and (b) of section 3.2 above. Such delivery shall also constitute the consent of the Corporation to the use of the Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus, together with all Prospectus Amendments and Subsequent Disclosure Documents, as applicable, by the Underwriters in connection with the Distribution of the Offered Shares in the Canadian Qualifying Jurisdictions and elsewhere outside the United States; provided that the use of the Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus, together with all Prospectus Amendments and Subsequent Disclosure Documents, as applicable, and the Distribution of the Offered Shares by the Underwriters is conducted in compliance with this Agreement and applicable securities laws, including Securities Laws.

6.4 During the period commencing on the date hereof and ending on the completion of the Distribution of the Offered Shares, the Corporation will promptly inform the Underwriters of the full particulars of:

(a) any request of any Securities Commission or the SEC for any amendment to the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses or any Subsequent Disclosure Document or any part of the Public Record or for any additional information;

(b) the issuance by any Securities Commission, the SEC or by any other competent authority of any order to cease or suspend trading of any securities of the Corporation or of the institution or, to the knowledge of the Corporation, threat of institution of any proceedings for that purpose; or

(c) the receipt by the Corporation of any communication from any Securities Commission, the SEC, the TSX, the NYSE American or any other competent authority relating to the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, any Subsequent Disclosure Document or the Distribution of the Offered Shares,

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and the Corporation will use its commercially reasonable efforts to prevent the issuance of any such order preventing or suspending the use of any prospectus relating to the Offered Shares or the suspension of any such qualification and, in the event of the issuance of any such order preventing or suspending the use of any prospectus relating to the Offered Shares or suspending any such qualification, to use its commercially reasonable efforts to obtain the withdrawal of such order as promptly as practicable.

ARTICLE 7

REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1 The Corporation represents and warrants to the Underwriters, and acknowledges that the Underwriters are relying upon such representations and warranties in entering into this Agreement, that:

(a) the Corporation is a duly constituted corporation and validly existing and in good standing under the laws of its jurisdiction of incorporation and no proceedings have been instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation or winding-up of the Corporation;

(b) the Corporation has no subsidiaries or affiliates other than the Subsidiaries and each of the Subsidiaries is duly incorporated and validly existing and in good standing under the laws of their jurisdiction of incorporation and no proceedings have been instituted or are pending for the dissolution or liquidation or winding-up of the Subsidiaries;

(c) the Corporation’s direct or indirect percentage ownership of the shares of the Subsidiaries is correctly disclosed in Schedule D to this Agreement, and all such shares are legally or beneficially owned directly or indirectly by the Corporation, free and clear of all liens, charges and encumbrances of any kind whatsoever;

(d) the Corporation (i) is and will at the Closing Time be, a reporting issuer (within the meaning of applicable Securities Laws) or the equivalent in all the provinces of Canada except for Quebec, (ii) is not in default of any of the requirements of the applicable Securities Laws of the Canadian Qualifying Jurisdictions, and (iii) is eligible under NI 41-101 to file the Canadian Preliminary Prospectus and the Canadian Final Prospectus; the Corporation is subject to the reporting requirements of Section 13 of the U.S. Exchange Act and has filed all periodic reports required under the U.S. Exchange Act with the SEC;

(e) the common shares of the Corporation are listed for trading on the Exchanges and the Corporation is not in default of any material listing requirement of the Exchanges applicable to the Corporation including any requirement that shareholder approval be obtained for the Offering or the issuance of the Offered Shares;

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(f) the authorized capital of the Corporation consists of an unlimited number of common shares without par value of which 92,747,515 common shares were issued and outstanding as of December 2, 2019, as fully paid and non-assessable shares in the capital of the Corporation;

(g) other than as set out in Schedule E and pursuant to the subscription agreement between the Corporation and SSR Mining Inc. dated the 28^th day of November, 2018 (the “SSR Agreement”), no person, firm or corporation has any agreement, option, right or privilege, whether pre-emptive, contractual or otherwise, capable of becoming an agreement for the purchase, acquisition, subscription for or issuance of any of the unissued shares of the Corporation or the Subsidiaries, or other securities convertible, exchangeable or exercisable for shares of the Corporation or the Subsidiaries;

(h) there are no material facts or material changes relating to the Corporation or its Subsidiaries, or their respective businesses, which have not been publicly disclosed in the Corporation’s continuous disclosure filings with the Securities Commissions, the SEC and the Exchanges;

(i) no confidential material change report has been filed that remains confidential as of the date hereof;

(j) all documents previously published or filed by the Corporation since December 31, 2018 with the Securities Commissions, the SEC and the Exchanges (the “Continuous Disclosure Materials”) contain no untrue statement of a material fact as at the date thereof nor do they omit to state a material fact which, at the date thereof, was required to have been stated or was necessary to prevent a statement that was made from being false or misleading in the circumstances in which it was made and were prepared in accordance with and complied with applicable Securities Laws in all material respects, and the Corporation is not in default of its filings under, nor has it failed to file or publish any document required to be filed or published under, applicable Securities Laws;

(k) each of the Corporation and the Subsidiaries hold all licences and permits that are required for carrying on its business in the manner in which such business has been carried on except as would not have a material adverse effect and is duly qualified to carry on business in all jurisdictions in which it carries on business;

(l) each of the Corporation and the Subsidiaries has good title to its respective material assets as disclosed in the Prospectuses, free and clear of all liens, charges and encumbrances of any kind whatsoever except as disclosed in the Prospectuses;

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(m) all property, options, leases, concessions, claims or other interests in natural resource properties and surface rights for exploration and exploitation, extraction and other mineral property rights in which the Corporation or the relevant Subsidiary holds an interest or right, which is considered material to the Corporation (collectively, the “Property Rights”) are completely and accurately described in the Prospectuses and Schedule F and except as set forth in the Prospectuses or Schedule F, the Corporation or the Subsidiaries is the legal or beneficial owner or optionholder of such Property Rights and the Property Rights are in good standing and are valid and enforceable and free and clear of any liens, charges or encumbrances and no royalty is payable in respect of any of them;

(n) no property rights other than the Property Rights are necessary for the conduct of the business of the Corporation or the Subsidiaries as currently being conducted and there are no material restrictions on the ability of the Corporation or the Subsidiaries to use or otherwise exploit any such Property Rights, and the Corporation does not know of any claim or basis for a claim that may adversely affect such rights;

(o) other than as disclosed in the Continuous Disclosure Materials, none of the Corporation nor the Subsidiaries has any responsibility or obligation to pay or have paid on its behalf any commission, royalty or similar payment to any person with respect to its Property Rights as of the Closing Date;

(p) the Las Chispas Preliminary Economic Assessment filed by the Corporation with the Securities Commissions has been prepared in accordance with NI 43-101;

(q) the Las Chispas Property is the only material property to the Corporation for the purposes of NI 43-101 and all material information with respect thereto is completely and accurately described in the Prospectuses;

(r) (i) the information provided by the Corporation upon which the estimates of resources and the results of the Las Chispas Preliminary Economic Assessment set forth in the Prospectuses were based, at the time of delivery thereof, was complete and accurate in all material respects and there have been no material changes to such information since the date of delivery or preparation thereof that would require the filing by the Corporation of a new technical report pursuant to NI 43-101; (ii) the scientific and technical information contained in the Prospectuses has been disclosed in all material respects in accordance with NI 43-101 and has been prepared by or under the supervision of a qualified person, as defined in NI 43-101; and (iii) the Corporation has filed all technical reports required to be filed pursuant to NI 43-101;

(s) each of the Corporation and the Subsidiaries has conducted and is conducting its business in compliance with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on, is in compliance with all terms and provisions of all contracts, agreements, indentures, leases, policies, instruments and licences that are material to the conduct of its business and all such contracts, agreements, indentures, leases, policies, instruments and licences are valid and binding in accordance with their terms and in full force and effect, in each case in all material respects, and no breach or default by the Corporation, or the Subsidiaries or event which, with notice or lapse or both, could constitute a material breach or material default by the Corporation, or the Subsidiaries, exists with respect thereto;

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(t) the Corporation has all requisite corporate power and capacity to enter into this Agreement and to perform the transactions contemplated hereby and the granting of the Over-Allotment Option and the issuance and sale by the Corporation of the Offered Shares have been duly authorized by all necessary corporate action of the Corporation, and this Agreement has been, duly executed and delivered by the Corporation and is a valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, subject to bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and except as limited by the application of equitable remedies which may be granted in the discretion of a court of competent jurisdiction and that enforcement of the rights to indemnity and contribution set out in this Agreement as may be limited by applicable law;

(u) upon their issuance, the Offered Shares will be validly allotted, issued and outstanding as fully paid and non-assessable, and registered in the names of the Underwriters or as directed by the Underwriters, as the case may be, or a permitted transferee thereof, in each case free and clear of all resale or trade restrictions (except control person restrictions and restrictions under applicable U.S. Securities Laws) and liens, charges or encumbrances of any kind whatsoever under Canadian law;

(v) when issued and sold by the Corporation in accordance with the terms hereof, the terms of the Offered Shares shall have the rights, privileges, restrictions and conditions that conform to the rights, privileges, restrictions and conditions attaching to common shares in the capital of the Corporation set forth in the Prospectuses;

(w) upon satisfaction of the Standard Listing Conditions, the Offered Shares will be qualified investments under the Income Tax Act (Canada) for a trust governed by a registered retirement savings plan, a registered retirement income fund, a deferred profit sharing plan, a registered education savings plan, a registered disability savings plan and for a tax-free savings account;

(x) at the Closing Time, the Offered Shares will be listed and posted for trading on the Exchanges and the Corporation is not in default of its listing requirements on the Exchanges in any material respect;

(y) Computershare Investor Services Inc. at its principal office in the City of Vancouver, British Columbia has been duly appointed as registrar and transfer agent for the common shares of the Corporation;

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(z) the minute books and records of the Corporation and the Subsidiaries made available to counsel for the Underwriters in connection with its due diligence investigation of the Corporation and the Subsidiaries are all of the minute books and records of the Corporation and the Subsidiaries from incorporation, as the case may be, to present and contain copies of all proceedings (or certified copies thereof or drafts thereof pending approval) of the shareholders, the directors and all committees of directors of the Corporation and the Subsidiaries to the date of review of such corporate records and minute books and there have been no other meetings, resolutions or proceedings of the shareholders, directors or any committees of the directors of the Corporation or the Subsidiaries to the date of this Agreement not reflected in such minute books and other records;

(aa) each of the Corporation and the Subsidiaries maintain insurance against loss of, or damage to, its material assets including property and casualty insurance for all of its operations; and all of the policies in respect of such insurance are in amounts and on terms that in the view of Corporation’s management are reasonable for operations such as these, and are in good standing and not in default it being understood that the Corporation does not maintain title insurance over any of its material properties;

(bb) the audited financial statements of the Corporation for its fiscal year ended December 31, 2018, and notes thereto (the “Annual Financial Statements”), and the interim financial statements of the Corporation for the nine months ended September 30, 2019, and notes thereto (together with the Annual Financial Statements, the “Corporation’s Financial Statements”) incorporated by reference in the Prospectuses, are true and correct in every material respect and present fairly and accurately reflect the consolidated financial position and results of the operations of the Corporation for the periods then ended and such financial statements have been prepared in accordance with IFRS applied on a consistent basis;

(cc) except as disclosed in the Corporation’s interim financial statements for the nine months ended September 30, 2019, there has been no change in any material respect in accounting policies or practices of the Corporation or the Subsidiaries since December 31, 2018;

(dd) none of the Corporation nor the Subsidiaries is indebted to any of its directors or officers, other than on account of directors fees or expenses accrued but not paid, or to any of its shareholders (the “Common Shareholders”);

(ee) the Corporation does not owe any monetary amount to any Principal or Common Shareholder on any account whatsoever, other than for (i) payment of salary, bonus and other employment or consulting compensation, (ii) reimbursement for expenses duly incurred in connection with the business of the Corporation or its Subsidiaries, and (iii) for other standard employee benefits made generally available to all employees;

(ff) none of the Corporation nor the Subsidiaries has guaranteed or agreed to guarantee any debt, liability or other obligation of any kind whatsoever of any person, firm or corporation whatsoever;

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(gg) there are no material liabilities of the Corporation or the Subsidiaries, whether direct, indirect, absolute, contingent or otherwise which are not disclosed or reflected in the Corporation’s Financial Statements except those incurred in the ordinary course of its business since December 31, 2018;

(hh) since December 31, 2018, there has not been any adverse material change of any kind whatsoever in the financial position or condition of the Corporation, or the Subsidiaries or any damage, loss or other change of any kind whatsoever in circumstances materially affecting their respective business, affairs, capital, prospects or assets, or the right or capacity of the Corporation or the Subsidiaries to carry on their business, such business having been carried on in the ordinary course except as disclosed in the Prospectuses or otherwise disclosed to the Underwriters;

(ii) the directors, officers and key employees of the Corporation are as disclosed in the Prospectuses and the compensation arrangements with respect to the Corporation’s Named Executive Officers are as disclosed in the information circular for the Corporation’s annual general meeting held on May 30, 2019 and as amended by agreements dated July 10, 2019, and except as disclosed therein, there are no pensions, profit sharing, group insurance (other than a group health insurance policy) or similar plans or other deferred compensation plans of any kind whatsoever affecting the Corporation;

(jj) there are no “significant acquisitions”, “significant dispositions” or “significant probable acquisitions” for which the Corporation is required, pursuant to applicable Securities Laws to include additional financial disclosure in the Prospectuses;

(kk) all contracts and agreements material to the Corporation and the Subsidiaries, collectively, other than those entered into in the ordinary course of its business as presently conducted (collectively the “Material Contracts”) have been disclosed in the Prospectuses and neither the Corporation nor the Subsidiaries has approved, entered into any binding agreement in respect of, or has any knowledge of, the purchase of any material property or assets or any interest therein or the sale, transfer or other disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by the Corporation or a Subsidiary, whether by asset sale, transfer of shares or otherwise;

(ll) there are no amendments to the Material Contracts that have been proposed to be, or are required to be, made other than have been disclosed in the Prospectuses;

(mm) all tax returns, reports, elections, remittances, filings, withholdings and payments of the Corporation and the Subsidiaries required by law to have been filed or made, have been filed or made (as the case may be) and are substantially true, complete and correct and all taxes owing of the Corporation as at December 31, 2018 have been paid or accrued in the Corporation’s Financial Statements;

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(nn) the Corporation and each of its Subsidiaries have been assessed for all applicable taxes and have received all appropriate refunds, made adequate provision for taxes payable for all subsequent periods and the Corporation is not aware of any material contingent tax liability of the Corporation or any of its Subsidiaries not adequately reflected in the Corporation’s Financial Statements;

(oo) other than as disclosed in the Continuous Disclosure Materials, there are no material actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding or, to the Corporation’s knowledge, pending, threatened against or affecting the Corporation or the Subsidiaries, at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency of any kind whatsoever and, to the Corporation’s knowledge, there is no basis therefor;

(pp) none of the Corporation nor the Subsidiaries has been, in any material respect, in violation of, in connection with the ownership, use, maintenance or operation of its property and assets, any applicable federal, provincial, state, municipal or local laws, by-laws, regulations, orders, policies, permits, licences, certificates or approvals having the force of law, domestic or foreign, relating to environmental, health or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “environmental laws”); without limiting the generality of the foregoing:

(i) the Corporation and the Subsidiaries have occupied their respective properties and have received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in material compliance with all applicable environmental laws and have received all permits, licenses or other approvals required of them under applicable environmental laws to conduct their respective businesses; and

(ii) there are no orders, rulings or directives issued against the Corporation or the Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Corporation, threatened against the Corporation or the Subsidiaries under or pursuant to any environmental laws requiring any material work, repairs, construction or capital expenditures with respect to any property or assets of the Corporation or its Subsidiaries;

(qq) no notice with respect to any of the matters referred to in the immediately preceding paragraph, including any alleged violations by the Corporation or the Subsidiaries with respect thereto has been received by the Corporation or the Subsidiaries, and, to the knowledge of the Corporation, no writ, injunction, order or judgement is outstanding, and no legal proceeding under or pursuant to any environmental laws or relating to the ownership, use, maintenance or operation of the property and assets of the Corporation or the Subsidiaries is in progress, threatened or, to the best of the Corporation’s knowledge, pending, and, to the best of the Corporation’s knowledge, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Corporation or the Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise;

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(rr) none of the Corporation nor the Subsidiaries and, to the best of the Corporation’s knowledge, their respective directors or officers, are in breach of any law, ordinance, statute, regulation, by-law, order or decree of any kind whatsoever, except as would not have a material adverse effect on the Corporation and the Subsidiaries, taken as a whole;

(ss) the Corporation’s auditors who audited the Annual Financial Statements and who provided their audit report thereon, at all relevant times are and have been (i) independent public accountants as required under applicable Securities Laws, including as required by the U.S. Securities Act and by the rules of the PCAOB, (ii) in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X under the U.S. Securities Act, and (iii) a registered public accounting firm as defined by the PCAOB whose registration has not been suspended or revoked and who has not requested such registration to be withdrawn; there has never been a reportable event (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations) between the Corporation and such auditors nor has there been any event which has led any of the Corporation’s current or former auditors to threaten to resign as auditors;

(tt) the Prospectuses will be prepared and filed in compliance with the applicable Securities Laws, and, at the time of delivery of the Firm Shares and Option Shares to the Underwriters, the Final Prospectus will comply with the applicable Securities Laws and the Corporation shall fulfill and comply with the necessary requirements of the applicable Securities Laws in order to enable the Firm Shares, the Over-Allotment Option and any Option Shares, to be lawfully distributed in the Canadian Qualifying Jurisdictions through the Underwriters or any other investment dealers or brokers registered as such in the Canadian Qualifying Jurisdictions and acting in accordance with the terms of their registrations and the applicable Securities Laws;

(uu) the Prospectuses will contain no untrue statement of a material fact and will not omit to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it is made and, together with all of the information incorporated by reference in the Prospectuses, will constitute full, true and plain disclosure of all material facts relating to the Corporation and the securities to be issued pursuant to the Offering and comply with applicable Securities Laws;

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(vv) to the knowledge of the Corporation, none of the Corporation, the Subsidiaries nor, to the Corporation’s knowledge, any of their respective employees or agents have, in connection with the affairs of the Corporation, made any unlawful contribution or other payment to any official of, or candidate for, any federal, state, provincial or foreign office, or failed to disclose fully any contribution, in violation of any law, or made any payment to any foreign, Canadian, United States or provincial or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by applicable laws;

(ww) the operations of the Corporation and its subsidiaries are, and have been, conducted at all times, in material compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or Governmental Agency, authority or body or any arbitrator involving the Corporation or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened;

(xx)       (i) other than as set forth in the Prospectuses, neither the Corporation nor any of its subsidiaries, nor any director or officer, nor, to the Corporation’s knowledge, any employee, agent, affiliate or representative of the Corporation or any of its subsidiaries is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is:

(A) the target of any sanctions (i) administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union or Her Majesty’s Treasury or (ii) pursuant to the U.S. Iran Sanctions Act, as amended, or Executive Order 13590 (collectively, “Sanctions”), nor

(B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan and Syria);

(ii) the Corporation will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:

(A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or

(B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise);

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(yy) none of the Corporation, its subsidiaries or, to the knowledge of the Corporation, any director, officer, employee, agent, affiliate or representative of the Corporation or any of its subsidiaries, has, directly or indirectly, (i) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any Governmental Agency, authority or instrumentality of any jurisdiction or (ii) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift, at the time it was made, was prohibited under the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the Corruption of Foreign Public Officials Act (Canada), or the rules and regulations promulgated thereunder; and the Corporation and its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein;

(zz) no labour dispute with the employees of the Corporation or any Subsidiary currently exists or, to the knowledge of the Corporation and the Subsidiaries, is imminent. Except for a collective bargaining agreement to which Minera Llamarada is a party, neither the Corporation nor any Subsidiary is a party to any collective bargaining agreement and, to the knowledge of the Corporation and the Subsidiaries no action has been taken or is contemplated to organize any employees of the Corporation or any Subsidiary;

(aaa) the form of the certificate representing the Firm Shares has been duly approved by the Corporation and complies with the provisions of the Business Corporations Act (British Columbia);

(bbb) no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of any court or governmental authority or agency in Canada is necessary or required for the performance by the Corporation of its obligations hereunder, in connection with the Offering in the Canadian Qualifying Jurisdictions, or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained, or as may be required, under applicable Securities Laws;

(ccc) all information and documentation concerning the Corporation and the Subsidiaries (including but not limited to the Property Rights and Material Contracts), the Firm Shares, Over-Allotment Option, Option Shares, and the Offering, that has been provided in writing to the Underwriters on its request by the Corporation in connection with this Agreement is accurate and complete in all material respects and not misleading and will not omit to state any fact or information which would be material to a lead manager and Underwriters performing the services contemplated herein;

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(ddd) no Securities Commission or similar regulatory authority or the TSX or the NYSE American or the SEC has issued any order which is currently outstanding preventing or suspending trading in any securities of the Corporation, and no such proceeding is, to the knowledge of the Corporation, pending, contemplated or threatened;

(eee) the Corporation and its subsidiaries maintain “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the U.S. Exchange Act); such internal control over financial reporting and procedures are effective and compliant with NI 52-109 and the Corporation and its subsidiaries are not aware of any material weakness or significant deficiency in their internal control over financial reporting;

(fff) the Corporation and its subsidiaries maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the U.S. Exchange Act); such disclosure controls and procedures are effective and compliant with NI 52-109;

(ggg) there is and has been no failure on the part of the Corporation and any of the Corporation’s directors or officers, in their capacities as such, to comply with applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 relating to loans and Sections 302 and 906 relating to certifications;

(hhh) the Corporation has not taken, directly or indirectly, and will not take any action designed to or that would constitute or that would reasonably be expected to cause or result in, under Canadian Securities Laws or the U.S. Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Corporation to facilitate the sale or resale of the Offered Shares;

(iii) the Corporation will timely file such reports pursuant to the U.S. Exchange Act as are necessary in order to make generally available to its securityholders an earnings statement for the purposes of, and to provide the Underwriters the benefits contemplated by, the last paragraph of Section 11(a) of the U.S. Securities Act;

(jjj) other than the Underwriters, there is no person acting or, to the knowledge of the Corporation, purporting to act at the request of the Corporation, who is entitled to any broker’s or finder’s fees in connection with the transactions contemplated herein;

(kkk) the Corporation is not a “related issuer” or “connected issuer” (as those terms are defined in section 1.1 of National Instrument 33-105 – Underwriting Conflicts) of any registrant involved in a trade of the Offered Shares;

(lll) the Corporation is not and, after giving effect to the offering and the sale of the Offered Shares and the application of their proceeds as described in the Prospectuses, will not be required to be registered as an “investment company” as defined in the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC promulgated thereunder; and

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(mmm) the interactive data in the eXtensible Business Reporting Language, or XBRL, included as an exhibit to the Registration Statement, if any, fairly presents the information called for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines applicable thereto.

7.2 Unless the Corporation and the Lead Underwriter otherwise agree in writing, neither the Corporation nor any Underwriter has made and none of them will make any offer relating to the Offered Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses, if any, included in Schedule C hereto and in respect of any electronic roadshow furnished to the Lead Underwriter prior to first use and not objected to by the Lead Underwriter. Any such free writing prospectus consented to by the Lead Underwriter or the Corporation is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Corporation agrees that (i) it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it will comply with the requirements of Rules 164 and 433 under the U.S. Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping.

7.3 The Corporation covenants to the Underwriters that it shall:

(a) prior to the Closing Time, fulfill to the satisfaction of the Underwriters all legal requirements (including, without limitation, compliance with applicable Securities Laws) to be fulfilled by the Corporation to enable the Offered Shares to be distributed free of resale restrictions in the Qualifying Jurisdiction, subject only to the requirements of applicable Securities Laws;

(b) use commercially reasonable efforts to maintain its status as a “reporting issuer” or the equivalent not in default in each of the Canadian Qualifying Jurisdictions for a period of two years from the Closing Date, other than in connection with a merger, amalgamation, arrangement, take-over bid, going private transaction or other similar transaction involving the purchase of all of the outstanding common shares of the Corporation;

(c) use commercially reasonable efforts to maintain its listing of its common shares of the Exchanges (or a similar stock exchange or quotation system) for a period of two years from the Closing Date, other than in connection with a merger, amalgamation, arrangement, take-over bid, going private transaction or other similar transaction involving the purchase of all of the outstanding common shares of the Corporation;

(d) from and including the date of this Agreement through to and including the Closing Time, do all such acts and things necessary to ensure that all of the representations and warranties of the Corporation contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement remain materially true and correct and not do any such act or thing that would render any representation or warranty of the Corporation contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement materially untrue or incorrect;

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(e) not to, directly or indirectly, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or agree to, or announce any intention to, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, any additional common shares or any securities convertible or exchangeable into common shares of the Corporation, other than pursuant to (i) the exercise of the Over-Allotment Option, (ii) the grant or exercise of stock options and other similar issuances pursuant to any stock option plan or similar share compensation arrangements in place prior to the Closing Date or (iii) the SSR Agreement, for a period commencing on December 3, 2019 and ending on the date which is 90 days following the Closing Date, without the prior written consent of the Lead Underwriter, such consent not to be unreasonably withheld.

(f) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof; of: (i) the issuance by Securities Commissions of any order suspending or preventing the use of any of the Canadian Prospectuses; (ii) the suspension of the qualification of the Firm Shares, Over-Allotment Option or Option Shares for offering or sale in any of the Canadian Qualifying Jurisdictions; (iii) the institution, threatening or contemplation of any proceeding for any such purposes; or (iv) any requests made by Securities Commissions for amending or supplementing and of the Canadian Prospectuses or for additional information, and will use its commercially reasonable efforts to prevent the issuance of any order referred to in (i) or (ii) above and, if any such order is issued, to obtain the withdrawal thereof as promptly as possible;

(g) not reproduce, disseminate, quote from or refer to any written or oral opinions, advice, analysis and materials provided by the Underwriters to the Corporation in connection with the Offering in whole or in part at any time, in any manner or for any purpose, without the Lead Underwriter’s prior written consent in each specific instance, and the Corporation shall and shall cause its affiliates, officers, directors, shareholders, agents and advisors (including those shareholders who have an advisory relationship with the Corporation and the directors, officers, and employees of such shareholders) to keep confidential the opinions, advice, analysis and materials furnished to the Corporation by the Underwriters and its counsel in connection with the Offering;

(h) during the period commencing on the date hereof and until completion of the distribution of any Option Shares, promptly provide to the Underwriters drafts of any press releases of the Corporation for review by the Underwriters and the Underwriters’ counsel prior to issuance, provided that any such review will be completed in a timely manner;

(i) forthwith notify the Underwriters of any breach of any covenant of this Agreement by any party thereto, or upon it becoming aware that any representation or warranty of the Corporation contained in this Agreement is or has become untrue or inaccurate in any material respect;

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(j) use the net proceeds of the Offering substantially in the manner set out in the Final Prospectuses under the heading “Use of Proceeds”, subject to the qualification set out therein;

(k) make management of the Corporation available to provide such assistance in marketing the Offering as the Underwriters may reasonably request; and

(l) for each tax year that the Corporation qualifies as a “passive foreign investment company” (a “PFIC”), the Corporation will make publicly available, (a) a “PFIC Annual Information Statement” as described in U.S. Treasury Regulation Section 1.1295-1(g) (or any successor Treasury Regulation) and (b) all information and documentation that a U.S. shareholder is required to obtain for U.S. federal income tax purposes in making a qualifying electing fund election with respect to the Corporation. The Corporation may elect to provide such information on its website.

ARTICLE 8

CLOSING

8.1 The closing of the purchase and sale of the Firm Shares shall take place at the Closing Time at the offices of Koffman Kalef LLP in Vancouver, British Columbia.

8.2 The closing of the purchase and sale of any Option Shares shall be completed at the Closing Time on such date (the “Option Closing Date”), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date, nor less than three nor more than five business days after the giving of the notice hereinafter referred to (provided that if the Option Closing Date is the same as the Closing Date, such notice may be given not less than two business days prior to the Option Closing Date), as shall be specified in a written notice from the Lead Underwriter, on behalf of the Underwriters, to the Corporation of the Underwriters’ determination to purchase that number of Option Shares specified in such notice. The closing of the purchase and sale of any Option Shares shall be completed at the offices of Koffman Kalef LLP in Vancouver, British Columbia. If the Over-Allotment Option is exercised, all of the provisions of this Agreement relating to the purchase by the Underwriters of the Firm Shares shall apply mutatis mutandis in relation to the purchase by the Underwriters of any Option Shares at the Closing Time on the Option Closing Date.

8.3 At the Closing Time, the Corporation shall deliver to CDS Clearing and Depository Services Inc. (“CDS”), on behalf of the Underwriters, in electronic or certificated form, the Firm Shares registered in name or names as the Lead Underwriter may notify the Corporation not less than two business days before the Closing Date. The Lead Underwriter, on behalf of the Underwriters, shall furnish to CDS not less than two business days before the Closing Date, a breakdown of the number of Firm Shares to be allocated in the book-based system of CDS to the Underwriters and other brokers or dealers which are participants of CDS and act on behalf of beneficial owners, together with the financial institution numbers of each person to whom Firm Shares are to be allocated in the book-based system. The delivery of the Firm Shares in electronic or certificated form to CDS shall be made against payment by the Underwriters to the Corporation of the aggregate purchase price, net of the Underwriting Fee, for the Firm Shares by wire transfer in immediately available funds as set forth in section 8.4.

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8.4 Payment of the amount of the aggregate purchase price for the Purchased Shares, net of the Underwriting Fee and expenses in accordance with section 12.1, shall be effected by wire transfer in immediately available Canadian dollars payable to the Corporation or as the Corporation may otherwise direct the Underwriter in writing not later than 2:00 p.m. (Vancouver time) on the third business day immediately preceding the Closing Date.

ARTICLE 9

CONDITIONS PRECEDENT

9.1 The following are conditions precedent to the obligations of the Underwriters to close the transactions contemplated by this Agreement, which conditions the Corporation covenants to exercise all commercially reasonable efforts to have fulfilled at or prior to the Closing Time and which conditions may be waived in writing in whole or in part by the Underwriters at any time. If any of the conditions are not met, each of the Underwriters may terminate its obligations under this Agreement without prejudice to any other remedies it may have. At the Closing Time:

(a) the Canadian Final Prospectus shall have been filed with the Securities Commissions and the U.S Final Prospectus and the Registration Statement shall have been filed with the SEC; the Registration Statement shall have become effective under the U.S. Securities Act; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SEC; no order having the effect of preventing or suspending the use of any prospectus (including any Issuer Free Writing Prospectus) relating to the Offered Shares shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Securities Commissions or the SEC; and all requests for additional information on the part of the Securities Commissions and the SEC shall have been complied with to the reasonable satisfaction of the Underwriters;

(b) the Underwriters shall have received a certificate, dated the Closing Date, from the Chief Executive Officer and the Chief Financial Officer of the Corporation, or by such other senior officers satisfactory to the Underwriters, acting reasonably, certifying on behalf of the Corporation and not in their respective personal capacity and without personal liability, that:

(i) the Corporation has complied with and satisfied, in all material respects, the covenants, terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time;

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(ii) the representations and warranties of the Corporation contained herein are true and correct in all materials respects (except in the case where such representations and warranties are qualified by “material adverse effect” or other concepts of materiality, in which case such representations and warranties shall be true and correct in all respects) as of the Closing Time with the same force and effect as if made at and as of the Closing Time, except for such representations and warranties which are made as of a specific date other than the Closing Date; and

(iii) there has been no material adverse change, financial or otherwise, as at the Closing Date, in the business, operations, or condition (financial or otherwise) of the Corporation and its subsidiaries (taken as a whole) from that disclosed in the Canadian Final Prospectus, the U.S. Final Prospectus or any Prospectus Amendment;

(c) the Corporation shall have furnished to the Underwriters evidence that the Offered Shares have been conditionally approved for listing and trading on the TSX and that the Offered Shares purchased at that time will be posted for trading on the TSX and authorized for trading on the NYSE American on the Closing Date;

(d) the Underwriters shall have received a comfort letter of the Corporation’s auditor addressed to the Underwriters, the Corporation and the board of directors of the Corporation, and dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, bringing the information contained in the comfort letter or letters from such auditor referred to in section 3.1(e) hereof forward to the Closing Time, which comfort letter shall be based on a review having a cut-off date not more than three business days prior to the Closing Date;

(e) the Underwriters shall have received, dated the Closing Date (i) legal opinions from Koffman Kalef LLP, Canadian counsel for the Corporation (or where applicable, opinions of local counsel as to the laws other than those of Canada and the Province of British Columbia), to the effect set forth in Schedule A hereto, (ii) legal opinions and a negative assurance letter from Dorsey & Whitney LLP, U.S. counsel for the Corporation, to the effect set forth in Schedule B hereto, (iii) legal opinions from Borden Ladner Gervais LLP, Canadian counsel for the Underwriters, with respect to the offering and sale of the Offered Shares in Canada, the Canadian Final Prospectus and other related matters as the Underwriters may reasonably require, and (iv) legal opinions and a negative assurance letter from Paul, Weiss, Rifkind, Wharton & Garrison LLP, U.S. counsel for the Underwriters, with respect to the offering and sale of the Offered Shares in the United States, the Registration Statement, the U.S. Final Prospectus (together with any supplement thereto) and other related matters as the Underwriters may reasonably require, it being understood that counsel for the Underwriters may rely on the opinions of counsel for the Corporation and the opinions of local counsel in the Canadian Qualifying Jurisdictions as to all matters not governed by the laws of the respective jurisdictions in which they are qualified to practice, and that all counsel may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of the Corporation, auditors and public officials, and that the opinions of counsel may be subject to usual qualifications as to equitable remedies, creditors’ rights laws and public policy considerations;

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(f) the Underwriters shall have received favourable legal opinions from counsel to the Corporation in the relevant local jurisdictions, dated as of the Closing Date and in form and substance acceptable to the Underwriters, acting reasonably, with respect to title to and ownership rights in Corporation’s material property being the Las Chispas Property;

(g) evidence satisfactory to the Lead Underwriter that FINRA shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements of the offering and sale of the Offered Shares; and

(h) at the Closing Time, certificates of good standing (or equivalent) for the Corporation and the Subsidiaries, each dated within one business day (or such earlier or later date as the Underwriters may accept) of the Closing Date;

(i) at the Closing Time, a certificate of the registrar and transfer agent of the common shares of the Corporation, which certifies the number of common shares of the Corporation issued and outstanding on the date prior to the Closing Date;

(j) the Underwriters shall have received at the Closing Time, such other materials (the “Closing Materials”) as the Underwriters may reasonably require and as are customary in a transaction of this nature, and the Closing Materials will be addressed to the Underwriters and to such parties as may be reasonably directed by the Underwriters and will be dated as of the Closing Date or such other date as the Underwriters may reasonably require;

ARTICLE 10

TERMINATION

10.1 Except as otherwise provided herein, all terms and conditions set out herein shall be construed as conditions and any breach or failure by the Corporation to comply with any material conditions in favour of the Underwriters shall entitle the Underwriters to terminate in accordance with section 10.2(d) its obligation to purchase the Firm Shares and any Option Shares by written notice to that effect given to the Corporation prior to the Closing Time on the Closing Date or Option Closing Date (as applicable). The Corporation shall use its commercially reasonable efforts to cause all conditions in this Agreement to be satisfied. It is understood that the Underwriters may waive in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to its rights in respect of any subsequent breach or non-compliance, provided that to be binding on the Underwriters, any such waiver or extension must be in writing.

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10.2 In addition to the completion of satisfactory due diligence by the Closing Date, and any other remedies which may be available to the Underwriters, this Agreement and any obligation of the Underwriters to purchase Firm Shares and any Option Shares may be terminated by the Lead Underwriter, on behalf of the Underwriters, upon delivery of written notice to the Corporation at any time up to the closing of the Offering if at any time prior to the closing of the Offering:

(a) there shall have occurred any material change in the business, affairs, operations, assets, liabilities (contingent or otherwise), or capital of the Corporation, or, change in any material fact, or have arisen or been discovered any new material fact or the Underwriters shall have become aware of any undisclosed material fact, that would be expected to in the opinion of the Lead Underwriter, acting reasonably, on behalf of the Underwriters, have a material adverse effect on the market price or value of the common shares of the Corporation; or

(b) any order to cease or suspend trading in any securities of the Corporation or prohibiting or restricting the distribution of any securities of the Corporation is made, or proceedings are announced, commenced or threatened for the making of any such order, by any securities commission or similar regulatory authority, the Exchanges or any other competent authority, and has not been rescinded, revoked or withdrawn; or

(c) any inquiry, action, suit, investigation or other proceeding (formal or informal) is made, announced or threatened, or any order is issued, or any law or regulation is promulgated, changed or announced, by any domestic or foreign federal, provincial, state, municipal or other domestic or foreign government department, commission, board, bureau, agency or instrumentality, including without limitation, the Exchanges or any securities regulatory authority, which, in the opinion of the Lead Underwriter, acting reasonably, prevents or restricts trading of the securities of the Corporation or adversely affects or will adversely affect the financial markets or the business, operations or affairs of the Corporation; or

(d) if there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any law or regulation which, in the opinion of the Lead Underwriter seriously adversely affects or involves, or would reasonably be expected to seriously adversely affect or involve, the financial markets or the business, operations or affairs of the Corporation and the Subsidiaries, taken as a whole; or

(e) the Corporation is in breach of any material term, condition or covenant of this Agreement or any material representation or warranty given by the Corporation in this Agreement is or becomes false; or

(f) the Corporation is required to obtain the approval of any of its security holders in order to close the Offering.

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10.3 The Lead Underwriter shall make reasonable efforts to give notice to the Corporation (in writing or by other means) of the occurrence of any of the events referred to in section 10.2 provided that neither the giving nor the failure to give such notice shall in any way affect the entitlement of the Lead Underwriter to exercise its rights under section 10.2, on behalf of the Underwriters, at any time prior to or at the Closing Time on the Closing Date or the Option Closing Date (as the case may be).

10.4 The rights of termination contained in this Article 10 as may be exercised by the Lead Underwriter, on behalf of the Underwriters, are in addition to any other rights or remedies the Underwriters may have in respect of any default, act or failure to act or non-compliance by the Corporation in respect of any of the matters contemplated by this Agreement.

10.5 If the obligations of the Underwriters are terminated under this Agreement pursuant to these termination rights, the Corporation’s liabilities to the Underwriters shall be limited to the Corporation’s obligations under subsection 7.3(h), Article 10, Article 11, and Article 12.

ARTICLE 11

INDEMNIFICATION AND CONTRIBUTION

11.1 The Corporation (the “Indemnitor”) agrees to indemnify and hold harmless each Underwriter and its respective affiliates, its respective present and former directors, officers, employees, partners, advisors, shareholders and each other person, if any, controlling an Underwriter or any of its affiliates (collectively, the “Indemnified Parties” and individually, an “Indemnified Party”), to the full extent lawful, from and against any and all expenses, losses, claims, actions, damages and liabilities, joint or several, (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees and expenses of its counsel that may be incurred in advising with respect to and/or defending any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party) to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, actions, damages or liabilities relate to, are caused by, result from, arise out of or are based upon, directly or indirectly

(a) any breach of or default under any representation, warranty, covenant or agreement of the Corporation in this Agreement or any other document to be delivered in connection with the Offering, or the failure of the Corporation to comply with any of its obligations under this Agreement or under those other documents;

(b) the Corporation not complying with any requirement of any securities laws relating to the Offering of the Firm Shares and Option Shares;

(c) any information or statement contained in any of the Offering Documents or any other document or material filed or delivered by or on behalf of the Corporation in connection with the Offering (except any information or statement relating solely to the Underwriters and furnished by the Underwriters, through the Lead Underwriter, in writing, specifically for use in such documents, being or being alleged to be an untrue statement or misrepresentation);

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(d) any omission or alleged omission to state in any Offering Document filed or delivered by or on behalf of the Corporation in connection with the Offering (except facts relating solely to the Underwriters and furnished by the Underwriters, through the Lead Underwriter, in writing, specifically for use in such documents), required to be stated in such Offering Document or necessary to make any statement in such Offering Document not misleading in light of the circumstances under which it was made; or

(e) any order made or any inquiry, investigation or proceeding instituted, threatened or announced by any court, securities regulatory authority, stock exchange or any other governmental authority, based upon any untrue statement, omission or misrepresentation or alleged untrue statement, omission or misrepresentation contained in any of the Offering Documents or in any certificate or other document of the Corporation filed or delivered in connection with the Offering or based on any failure to comply with the securities laws (except an untrue statement, omission or misrepresentation relating solely to the Underwriters and furnished by them, through the Lead Underwriter, in writing, specifically for use in such documents) preventing or restricting the trading in or the sale or distribution of the Firm Shares and Option Shares.

11.2 Notwithstanding the foregoing, this indemnity shall not apply to an Indemnified Party to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such expenses, losses, claims, actions, costs, damages or liabilities to which the Indemnified Party may be subject were caused by the breach of this Agreement, fraud, gross negligence or wilful misconduct of such Indemnified Party.

11.3 The Indemnitor also agrees that no Indemnified Party will have any liability (either direct or indirect, in contract or tort or otherwise) to the Indemnitor or any person asserting claims on the Indemnitor’s behalf or in right for or in connection with the Offering, except to the extent that any expenses, losses, claims, actions, costs, damages or liabilities incurred by the Indemnitor are determined by a court of competent jurisdiction in a final judgment that has become non-appealable to have resulted from the breach of this Agreement, fraud, gross negligence or wilful misconduct of such Indemnified Party.

11.4 If for any reason (other than a determination by a court of competent jurisdiction in a final judgment that has become non-appealable that such expenses, losses, claims, actions, costs, damages or liabilities to which the Indemnified Party may be subject were caused by the breach of this Agreement, fraud, negligence or wilful misconduct of such Indemnified Party) the indemnification provided for herein is unavailable to any Indemnified Party or is insufficient to hold any Indemnified Party harmless, the Indemnitor shall contribute to the amount paid or payable by any Indemnified Party as a result of such expense, loss, claim, action, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Indemnified Party on the other hand but also the relative fault of the Indemnitor or any Indemnified Party as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the amount paid or payable by any Indemnified Party as a result of such expense, loss, claim, action, damage or liability in excess of such amount over the aggregate amount of the fee received by the Underwriters pursuant to the Offering.

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11.5 The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or any Indemnified Party by any governmental authority or stock exchange or if such authority or exchange shall investigate the Indemnitor and/or any Indemnified Party and such Indemnified Party shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with or by reason of this Agreement, such Indemnified Party shall have the right to employ its own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse an Underwriter for time spent by its, or any of its affiliates, directors, officers, employees, partners or agents (collectively, “Personnel”) in connection therewith based on such Underwriter’s then current schedule of per diem fees for its personnel) and out-of-pocket expenses incurred by its Personnel in connection therewith shall be paid by the Indemnitor as they occur.

11.6 Promptly after receiving notice of an action, suit, proceeding or claim against any Indemnified Party or receipt of notice of the commencement of any investigation which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor pursuant to this indemnity, such Indemnified Party will notify the Indemnitor in writing of the particulars thereof, will provide copies of all relevant documentation to the Indemnitor and, unless the Indemnitor assumes the defence thereof, will keep the Indemnitor advised of the progress thereof and will discuss all significant actions proposed. The omission so to notify the Indemnitor shall not relieve the Indemnitor of any liability which the Indemnitor may have to any Indemnified Party, except only to the extent that any such delay in or failure to give notice as herein required prejudices the defence of such action, suit, proceeding, claim or investigation or results in any material increase in the liability which the Indemnitor would otherwise have under this indemnity had an Indemnified Party not so delayed in or failed to give the notice required hereunder.

11.7 The Indemnitor shall have 30 days after receipt of the notice, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence thereof, provided such defence is conducted by experienced and competent counsel. Upon the Indemnitor notifying an Indemnified Party in writing of its election to assume the defence and retaining counsel, the Indemnitor shall not be liable to such Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with such defence. If such defence is assumed by the Indemnitor, the Indemnitor throughout the course thereof will provide copies of all relevant documentation to the Indemnified Party, will keep the Indemnified Party advised of the progress thereof and will discuss with the Indemnified Party all significant actions proposed.

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11.8 Notwithstanding the foregoing, any Indemnified Party shall have the right, at the Indemnitor’s expense, to employ counsel of such Indemnified Party’s choice, in respect of the defence of any action, suit, proceeding, claim or investigation if: (i) the employment of such counsel has been authorized by the Indemnitor; (ii) the Indemnitor has not assumed the defence and employed counsel therefor within 30 days after receiving notice of such action, suit, proceeding, claim or investigation; (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnitor; or (iv) counsel retained by the Indemnitor or the Indemnified Party has advised the Indemnified Party in writing that representation of both parties by the same counsel would be inappropriate because there is a conflict of interest between the Indemnitor and the Indemnified Party or the subject matter of the action, suit, proceeding, claim or investigation may not fall within the indemnity set forth herein (in either of which events the Indemnitor shall not have the right to assume or direct the defence on the Indemnified Party’s behalf).

11.9 No admission of liability and no settlement of any action, suit, proceeding, claim or investigation shall be made without the consent of the Indemnified Parties affected, such consent not to be unreasonably withheld. No admission of liability shall be made and the Indemnitor shall not be liable for any settlement of any action, suit, proceeding, claim or investigation made without its consent, such consent not to be unreasonably withheld.

11.10 The Indemnitors hereby acknowledges that the Underwriters act as trustee for the other Indemnified Parties of the Indemnitor’s covenants under this indemnity with respect to such persons and the Underwriters agree to accept such trust and to hold and enforce such covenants on behalf of such persons.

11.11 This indemnity and contribution obligations of the Indemnitor hereunder shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Indemnified Parties and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, and any Indemnified Party. The foregoing provisions shall survive the completion of the Offering.

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ARTICLE 12

EXPENSES

12.1 If the transactions herein contemplated are completed, all expenses of or incidental to the issue and offering of the Offered Shares shall be borne by the Corporation, including, without limitation, expenses payable in connection with the qualification of the Offered Shares for Distribution in the Canadian Qualifying Jurisdictions and in the United States; the preparation, printing, issuance and delivery of certificates for the Offered Shares, including any stamp or transfer taxes in connection with the original issuance and sale of the Offered Shares; if applicable, any registration or qualification of the Offered Shares for offer and sale under the securities or blue sky laws of the several states (including filing fees relating to such registration and qualification); any filings required to be made with the Financial Industry Regulatory Authority, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriters, such reasonable fees and expenses not to exceed U.S.$20,000, relating to such filings); the travel, transportation and other expenses of the Corporation in connection with presentations to prospective purchasers of the Offered Shares; all other costs and expenses of the Corporation and its representatives incidental to the performance by the Corporation of its obligations hereunder; the fees and expenses of counsel and auditor for the Corporation; listing fees; and all costs incurred in connection with the preparation, translation, printing, filing and delivery of the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses and any marketing materials and Issuer Free Writing Prospectus, excepting Underwriters’ out-of-pocket expenses and the fees and expenses of counsel for the Underwriters. The Underwriters’ reasonable out-of-pocket expenses and fees and expenses of counsel for the Underwriters (except as set out in the previous sentence) shall be paid by the Underwriters except that the Underwriters will be reimbursed by the Corporation for all of the reasonable fees and expenses incurred by the Underwriters (including the reasonable fees and expenses of their counsel) if the sale of the Offered Shares as contemplated herein is not completed other than by reason of default by any of the Underwriters.

ARTICLE 13

UNDERWRITING PERCENTAGES

13.1 The obligations of the Underwriters hereunder, including the obligation to purchase Firm Shares and if the Over-Allotment Option is exercised, any obligation to purchase Option Shares at the Closing Time shall be several, and not joint, and shall be limited to the percentages of the aggregate percentage of the Firm Shares and Option Shares set out opposite the name of the Underwriters below:

National Bank Financial Inc.	25.0%
Desjardins Securities Inc.	14.0%
Scotia Capital Inc.	14.0%
Eight Capital	13.0%
Canaccord Genuity Corp.	10.0%
PI Financial Corp.	8.0%
RBC Dominion Securities Inc.	6.0%
Cormark Securities Inc.	5.0%
BMO Nesbitt Burns Inc.	3.0%
Beacon Securities Limited	1.0%
Roth Capital Partners, LLC	1.0%
	100%

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13.2 In the event that any Underwriter shall at the Closing Time fail to purchase its percentage of the Firm Shares or Option Shares as provided in section 13.1 (a “Defaulting Underwriter”) and the percentage of Firm Shares or Option Shares that have not been purchased by the Defaulting Underwriter represents 5% or less of the aggregate Firm Shares or Option Shares, the other Underwriters shall be severally, and not jointly, nor jointly and severally, obligated, to purchase all of the Firm Shares and Option Shares that the Defaulting Underwriter has failed to purchase; the Underwriters shall purchase such Firm Shares and Option Shares pro rata to its respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that the percentage of Firm Shares or Option Shares that have not been purchased by a Defaulting Underwriter represents more than 5% of the aggregate Firm Shares or Option Shares, the other Underwriters shall have the right, but shall not be obligated, to purchase all of the percentage of the Firm Shares and Option Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriter exercising such right shall purchase such Firm Shares and Option Shares, if applicable, pro rata to its respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the others that are not in default shall be relieved of all obligations to the Corporation arising from such default. Nothing in this section shall oblige the Corporation to sell to the Underwriters less than all of the Firm Shares (or in the event of the exercise of the Over-Allotment Option in whole or in part, the Option Shares in respect of which the Over-Allotment Option has been exercised) or relieve from liability to the Corporation any Underwriter which shall be so in default.

ARTICLE 14

LEAD UNDERWRITER

14.1 All steps which must or may be taken by the Underwriters in connection with this Agreement but with the exception of the steps contemplated by Article 10, Article 11, Article 12 and Article 13 hereof may be taken by the Lead Underwriter on the Underwriters’ behalf, and this Agreement is the Corporation’s authority for dealing solely with, and accepting notification from, the Lead Underwriter with respect to any such steps on its behalf. Other than as set forth in this section 14.1, no action by any Underwriter shall be binding on any other Underwriter.

ARTICLE 15

GENERAL

15.1 Any notice to be given hereunder shall be in writing and may be given by electronic mail (email) or by hand delivery and shall, in the case of notice to the Corporation, be addressed and e-mailed or delivered to:

SilverCrest Metals Inc.

#501 – 570 Granville Street

Vancouver, BC, V6C 3P1

Attention: N. Eric Fier

Email: eric@silvercrestmetals.com

with a copy to:

Koffman Kalef LLP

885 W Georgia Street

Vancouver, BC V6C 3H4

Attention: Bernard Poznanski

Email: bp@kkbl.com

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and to:

Dorsey & Whitney LLP

TD Canada Trust Tower

Brookfield Place, 161 Bay Street, Suite 4310

Toronto, ON M5J 2S1

Attention: James B. Guttman

Email: guttman.james@dorsey.com

and in the case of the Underwriters, be addressed and emailed or delivered as follows:

National Bank Financial Inc.

475 Howe Street, Suite 3000

Vancouver, BC V6C 2B3

Attention: Morten Eisenhardt

Email: Morten.Eisenhardt@nbc.ca

with a copy to:

Borden Ladner Gervais LLP

1200 Waterfront Centre, 200 Burrard Street

Vancouver, BC V7X 1T2

Attention: Graeme D. Martindale

Email: gmartindale@blg.com

with a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Attention: Adam M. Givertz

Email: agivertz@paulweiss.com

The Corporation and the Underwriters may change its respective addresses for notice by notice given in the manner referred to above.

Any notice or other communication shall be in writing and, unless delivered personally to a responsible officer of the addressee, shall be given by e-mail, and shall be deemed to be given at the time e-mailed or delivered, if e-mailed or delivered to the recipient on a business day (in the city in which the addressee is located) and before 5:00 p.m. (local time in the city in which the addressee is located) on such business day, and otherwise shall be deemed to be given at 9:00 a.m. (local time in the city in which the addressee is located) on the next following business day (in the city in which the addressee is located). Any party hereto may change its address for notice by notice to the other parties hereto given in the manner herein provided.

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15.2 Time and each of the terms and conditions of this Agreement shall be of the essence of this Agreement and any waiver by the parties of this section 15.2 or any failure by them to exercise any of their rights under this Agreement shall be limited to the particular instance and shall not extend to any other instance or matter in this Agreement or otherwise affect any of their rights or remedies under this Agreement.

15.3 This Agreement constitutes the entire agreement between the parties hereto in respect of the matters referred to herein and there are no representations, warranties, covenants or agreements, expressed or implied, collateral hereto other than as expressly set forth or referred to herein and this Agreement supersedes any previous agreements, arrangements or understandings among the parties, including the “bought deal” offering letter dated December 3, 2019.

15.4 The headings in this Agreement are for reference only and do not constitute terms of this Agreement.

15.5 Except as expressly provided for in this Agreement, all warranties, representations, covenants and agreements of the Corporation herein contained, or contained in, documents submitted or required to be submitted pursuant to this Agreement, shall survive the purchase by the Underwriters of the Firm Shares and any Option Shares and shall continue in full force and effect, regardless of the closing of the sale of the Firm Shares and any Option Shares and regardless of any investigation which may be carried on by the Underwriters, or on its behalf, subject only to the applicable limitation period prescribed by law. For greater certainty, the provisions contained in this Agreement in any way related to the indemnification or the contribution obligations, including those provided for in Article 11, shall survive and continue in full force and effect, subject only to the applicable limitation period prescribed by law.

15.6 Each of National Bank Financial Inc. or its affiliates, own or control an equity interest in TMX Group Limited (“TMX Group”) and has a nominee director serving on TMX Group’s board of directors. As such, each such investment dealer may be considered to have an economic interest in the listing of securities on any exchange owned or operated by TMX Group, including the Toronto Stock Exchange, the TSX Venture Exchange and the Alpha Exchange. No person or company is required to obtain products or services from TMX Group or its affiliates as a condition of any such dealer supplying or continuing to supply a product or service.

15.7 No alteration, amendment, modification or interpretation of this Agreement or any provision of this Agreement shall be valid and binding upon the parties hereto unless such alteration, amendment, modification or interpretation is in written form executed by the parties directly affected by such alteration, amendment, modification or interpretation.

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15.8 The parties hereto shall execute and deliver all such further documents and instruments and do all such acts and things as any party may, either before or after the Closing Date, reasonably require in order to carry out the full intent and meaning of this Agreement.

15.9 This Agreement may not be assigned by any party hereto without the prior written consent of all of the parties hereto.

15.10 This Agreement shall be subject to, governed by, and construed in accordance with the laws of the Province of British Columbia and the Canadian federal laws applicable therein (excluding any conflict of law rule or principle of such laws that might refer such interpretation or enforcement to the laws of another jurisdiction). Each of the Corporation and the Underwriters irrevocably submits to the non-exclusive jurisdiction of the courts of the Province of British Columbia with respect to any matter arising hereunder or relating hereto.

15.11 The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

15.12 The parties may sign this Agreement in as many counterparts as may be deemed necessary and may be delivered by facsimile, all of which so signed and delivered shall be deemed to be an original and together shall constitute one and the same instrument.

If the foregoing is in accordance with your understanding and agreed to by you, please signify your acceptance on the accompanying counterparts of this Agreement and return same to the Underwriters whereupon this Agreement as so accepted shall constitute an agreement between the Corporation and the Underwriters enforceable in accordance with its terms.

[Signature Page Follows]

46

NATIONAL BANK FINANCIAL INC.		DESJARDINS SECURITIES INC.
Per:	/s/ Morten Eisenhardt	Per:	/s/ Bruno Kaiser
	Morten Eisenhardt		Bruno Kaiser
SCOTIA CAPITAL INC.		EIGHT CAPITAL
Per:	/s/ Marcus Chalk	Per:	/s/ Patrick McBride
	Marcus Chalk		Patrick McBride
CANACCORD GENUITY CORP.		PI FINANCIAL CORP.
Per:	/s/ David Sadowski	Per:	/s/ Dan Barnholden
	David Sadowski		Dan Barnholden
RBC DOMINION SECURITIES INC.		CORMARK SECURITIES INC.
Per:	/s/ Hugh Samson	Per:	/s/ Darren Wallace
	Hugh Samson		Darren Wallace
BMO NESBITT BURNS INC.		BEACON SECURITIES INC.
Per:	/s/ Jamie Rogers	Per:	/s/ Stephen Delaney
	Jamie Rogers		Stephen Delaney
ROTH CAPITAL PARTNERS, LLC
Per:	/s/ Joseph (J.) Barry
	Joseph (J.) Barry

47

The foregoing is accepted and agreed to effective as of the date appearing on the first page of this Agreement.

SILVERCREST METALS INC.
Per:	/s/ N. Eric Fier
	N. Eric Fier
	Chief Executive Officer

48

SCHEDULE A

OPINION OF KOFFMAN KALEF LLP

CANADIAN COUNSEL TO THE CORPORATION

(a) each of the Corporation and its Subsidiaries is a corporation duly incorporated, continued, or amalgamated, as the case may be, and validly existing and is in good standing under the laws of the jurisdiction in which it was incorporated, continued, or amalgamated, as the case may be;

(b) each of the Corporation and its Subsidiaries has all requisite corporate power and capacity to carry on its business as now conducted as described in the Canadian Final Prospectus and to own, lease and operate its property and assets described in the Canadian Final Prospectus and the Corporation has the requisite corporate power and capacity to execute and deliver this Agreement and to carry out the transactions contemplated hereby;

(c) the Corporation’s ownership interest in its Canadian Subsidiaries;

(d) the authorized and issued capital of the Corporation and of its Canadian Subsidiaries;

(e) all necessary corporate action having been taken by Corporation to authorize the execution and delivery of this Agreement and the performance by the Corporation of its obligations hereunder and to authorize the issuance, sale and delivery of the Firm Shares and Option Shares and the grant of the Over-Allotment Option;

(f) the Offered Shares have been validly created and will be issued as fully-paid and non-assessable common shares in the capital of the Corporation upon full payment therefor;

(g) the form and terms of the definitive certificate representing the Offered Shares have been approved by the directors of the Corporation and comply in all material respects with the Business Corporations Act (British Columbia), the notice of articles and articles of the Corporation and the rules and by-laws of the Exchanges;

(h) the Corporation has all necessary corporate power and capacity: (i) to execute and deliver this Agreement and perform its obligations under this Agreement; and (ii) to issue the Offered Shares;

(i) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Canadian Prospectuses and the filing thereof with the Securities Commissions;

(j) this Agreement has been duly executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to the qualification that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law;

A-1

(k) the execution and delivery of this Agreement, the fulfillment of the terms hereof by the Corporation and the offering, issuance, sale and delivery of the Firm Shares and Option Shares do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with any of the terms, conditions or provisions of the articles or notice of articles of the Corporation;

(l) Computershare Investor Services Inc. is the duly appointed registrar and transfer agent for the common shares of the Corporation;

(m) all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each Qualifying Jurisdiction to qualify the distribution of the Firm Shares, the Over-Allotment Option and the Option Shares in each of the Canadian Qualifying Jurisdictions through persons who are duly registered under applicable Securities Laws and who have complied with the relevant provisions of such applicable laws; and

(n) as to the accuracy of the statements under the headings “Eligibility For Investment” in the Prospectuses.

A-2

SCHEDULE B

OPINION OF DORSEY & WHITNEY LLP

U.S. COUNSEL TO THE CORPORATION

1. The statements in the U.S. Prospectus under the heading “Certain United States Federal Tax Considerations” to the extent that they constitute summaries of United States federal law or regulations or legal conclusions, fairly summarize the matters described under that heading in all material respects.

2. Assuming the compliance of the Canadian Prospectuses, including the documents incorporated by reference therein, with the requirements of the securities laws and regulations of the Province of British Columbia and other requirements of Canadian law, the Registration Statement and the U.S. Prospectus (other than the financial statements, including schedules, and other financial and statistical information contained therein or omitted therefrom, as to which we express no opinion) appear on their face to be appropriately responsive as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder; the Form F-X, as of its date, appears on its face to be appropriately responsive in all material respects to the requirements of the Securities Act.

3. No consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority, which has not been obtained, taken or made (other than as required by any state securities laws, as to which we express no opinion) is required on the part of the Company under any Applicable Law for the issuance or sale of the Common Shares, the execution and delivery by the Company of the Underwriting Agreement or the performance by the Company of its obligations thereunder. For purposes of this opinion, the term “Governmental Authority” means any executive, legislative, judicial, administrative or regulatory body of the State of New York or the United States of America. For purposes of this opinion, the term “Applicable Law” means those laws, rules and regulations of the United States of America and the State of New York, in each case which in our experience are normally applicable to the transactions of the type contemplated by the Underwriting Agreement.

4. The issuance and sale of the Common Shares under the Underwriting Agreement, the execution and delivery by the Company of the Underwriting Agreement and the performance of its obligations thereunder will not (i) breach or result in a default under any agreement, indenture or instrument listed on Schedule A hereto, (ii) violate Applicable Law, or (iii) violate any judgment, order or decree of any Governmental Authority binding upon the Company listed on Schedule B hereto.

5. The Company is not, and, after giving effect to the Offering and the application of the proceeds thereof as described in the U.S. Prospectus under the heading “Use of Proceeds,” will not be, required to be registered as an investment company under the United States Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder.

B-1

In rendering such opinion, such counsel may include customary assumptions and qualifications and may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York or the federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters, acting reasonably, and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Corporation and public officials and on the representations and warranties of the Corporation made in the Underwriting Agreement. References to the U.S. Final Prospectus in this Schedule B include any supplements thereto at the Closing Date.

Such counsel will state in a separate letter that they have participated in conferences with officers and other representatives of the Company, representatives of Canadian counsel for the Company, representatives of the independent registered public accountants for the Company and representatives of the Underwriters and its counsel at which conferences the contents of the Registration Statement and the U.S. Prospectus and related matters were discussed. In addition, they have reviewed certain records and other documents furnished to them by the Company. They did not participate in the preparation of the documents incorporated by reference into the U.S. Prospectus and the Registration Statement.

The purpose of their professional engagement was not to establish or confirm factual matters set forth in the Registration Statement, or the U.S. Prospectus, and they have not undertaken any obligation to verify independently any of the factual matters set forth in the Registration Statement or the U.S. Prospectus, including, in each case, any information incorporated by reference therein. Moreover, they do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the U.S. Prospectus, including, in each case, any information incorporated by reference therein (other than as explicitly stated in paragraph 1 above).

Subject to the foregoing, they confirm to the Underwriters that, on the basis of the information they gained in the course of performing the services referred to above, nothing has come to their attention that would lead them to believe that (a) at the time it became effective, the Registration Statement (except for the financial statements, financial statement schedules and other financial or accounting data and all information regarding mineral properties derived from the reports of the “qualified persons” that have consented to the reference to their names and the inclusion of their reports in the Registration Statement included or incorporated by reference therein or omitted therefrom or from those documents incorporated by reference, in each case as to which they express no such belief), included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) at the time the U.S. Prospectus was issued or at the Closing Time, the U.S. Prospectus (except for the financial statements, financial statement schedules and other financial or accounting data and all information regarding mineral properties derived from the reports of the “qualified persons” that have consented to the reference to their names and the inclusion of their reports in the Registration Statement included or incorporated by reference therein or omitted therefrom or from those documents incorporated by reference, in each case as to which they express no such belief) included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

B-2

SCHEDULE C

ISSUER FREE WRITING PROSPECTUSES

Term Sheet dated December 3, 2019 (included in Schedule G)

Press release announcing the offering of Offered Shares dated December 3, 2019

C-1

SCHEDULE D

SUBSIDIARIES

The subsidiaries of the Corporation are as follows:

• Compañia Minera La Llamarada, S.A. de C.V. held as to 256,174,647 shares by NorCrest Metals Inc. and as to 1 share by Anne Yong in trust for the Corporation;

• Babicanora Agrícola Noroeste, S.A. de C.V. held as to 9,999 shares by NorCrest Metals Inc. and as to 1 share by N. Eric Fier in trust for the Corporation; and

• NorCrest Metals Inc. held as to 50,099 shares by the Corporation.

D-1

SCHEDULE E

OUTSTANDING CONVERTIBLE SECURITIES

Warrants

The following table sets forth details for all common share purchase warrants of the Corporation that were issued but not yet exercised or expired prior to the date of this Agreement.

Date of Issue	Number of warrants issued	Exercise Price ($)	Expiry Date
December 19, 2017	2,073,501	$1.45	December 19, 2019
January 11, 2019	50,000	$4.03	January 11, 2021

Stock Options

The following table sets forth details for all outstanding stock options of the Corporation that were issued under the Corporation’s stock option plan.

Date of Grant	Number of options outstanding	Exercise Price ($)	Expiry Date
December 9, 2015	1,225,000	$0.16	December 9, 2020
October 17, 2016	100,000	$2.56	October 17, 2021
December 9, 2016	1,240,000	$2.30	December 9, 2021
December 9, 2016	25,000	$2.30	June 30, 2020
January 3, 2017	100,000	$2.55	January 3, 2022
August 4, 2017	765,000	$1.88	August 4, 2022
August 4, 2017	12,500	$1.88	June 30, 2020
January 2, 2018	500,000	$1.84	January 2, 2023
January 4, 2018	877,500	$1.94	January 4, 2023
January 4, 2018	12,500	$1.94	June 30, 2020
May 31, 2018	100,000	$2.69	May 31, 2023
November 11, 2018	100,000	$3.41	November 11, 2023
November 13, 2018	200,000	$3.30	November 13, 2023
December 14, 2018	1,570,000	$3.24	December 14, 2023
December 14, 2018	5,000	$3.24	June 30, 2020
May 30, 2019	150,000	$4.54	May 30, 2024
September 4, 2019	975,000	$8.21	September 4, 2024
October 17, 2019	7,500	$7.89	October 17, 2024

E-1

SCHEDULE F

LIST OF LAS CHISPAS PROPERTY RIGHTS

Mining Concessions

Concession Name	Title Number	Registration Date	End Date	Surface Area (ha)	Concession Holder
EL BERVANO FRACCION 1	212027	8/25/2000	8/24/2050	53.4183	Minera Llamarada
EL BERVANO FRACCION 2	212028	8/25/2000	8/24/2050	0.9966	Minera Llamarada
LAS CHISPAS UNO	188661	11/29/1990	11/28/2040	33.711	Minera Llamarada
EL SIETE	184913	12/6/1989	12/5/2039	43.239	Minera Llamarada
BABICANORA GRANDE	159377	10/29/1973	10/28/2023	16.00	Minera Llamarada
FERNANDEZ LEAL	190472	4/29/1991	4/28/2041	3.1292	Minera Llamarada
GUILLERMO TELL	191051	4/29/1991	4/28/2041	5.6521	Minera Llamarada
LIMANTOUR	191060	4/29/1991	4/28/2041	4.5537	Minera Llamarada
SAN GOTARDO	210776	11/26/1999	11/25/2049	3.6171	Minera Llamarada
LAS CHISPAS	156924	5/12/1972	5/11/2022	4.47	Minera Llamarada
LA FORTUNA*	Untiled Claim	APPLICATION PENDING	APPLICATION PENDING	15.28	Minera Llamarada
ESPIRITU SANTO FRACC. I	217589	8/6/2002	8/5/2052	733.3232	Minera Llamarada
ESPIRITU SANTO FRACC. II	217590	8/6/2002	8/5/2052	0.877	Minera Llamarada
LA CRUZ	223784	2/15/2005	2/14/2055	14.436	Minera Llamarada
LOPEZ**	190855	4/29/1991	4/28/2041	1.7173	Lopez Mejia – Espina – Cruz
NUEVO BABICANORA FRACC. I	235366	11/18/2009	11/17/2059	392.5760	Minera Llamarada
NUEVO BABICANORA FRACC. II	235367	11/18/2009	11/17/2059	9.8115	Minera Llamarada

F-1

NUEVO BABICANORA FRACC. III	235368	11/18/2009	11/17/2059	2.2777	Minera Llamarada
NUEVO BABICANORA FRACC. IV	235369	11/18/2009	11/17/2059	3.6764	Minera Llamarada
NUEVO LUPENA***	212971	2/20/2001	2/19/2051	13.0830	Minera Llamarada
PANUCO II ****	193297	Cancelled (legal recourse pending)	Cancelled (legal recourse pending)	12.93	Minera Llamarada
LA VICTORIA	216994	6/5/2002	6/4/2052	24.0000	Minera Llamarada
LAS CHISPAS 3-A	245423	1/24/2017	1/23/2067	1.0809	Minera Llamarada
LAS CHISPAS 3-B	245424	1/24/2017	1/23/2067	0.3879	Minera Llamarada
LAS CHISPAS 3-C	245425	1/24/2017	1/23/2067	0.3413	Minera Llamarada
LAS CHISPAS 3-D	245426	1/24/2017	1/23/2067	0.3359	Minera Llamarada
LAS CHISPAS 3-E	245427	1/24/2017	1/23/2067	0.4241	Minera Llamarada
LAS CHISPAS 3-F	245428	1/24/2017	1/23/2067	5.6112	Minera Llamarada

Notes:

* Non-titled applications No.082/39410 and 082/38731

** Lopez: Property Option is subject to area of interest under the Local Mexican Company agreement. Minera Llamarada has a 66.7% option on Lopez—remainder is owned by local persons. The acquisition of 66.7% title by Llamarada is subject to a condition precedent consisting of the relinquishment of first rights of refusal by owner of the remainder 33.3% title. If such owner exercises its first right of refusal, Llamarada’s title ownership will not come into effect.

*** Nuevo Lupena; A 2% Net Smelter Return royalty is payable to the previous concession holder Gutierrez-Perez-Ramirez of the NUEVO LUPENA and PANUCO II (pending registry) concessions for material that has processed grades of equal to or greater than 40 ounces per tonne of silver and 0.5 ounce per tonne of gold, combined.

**** Panuco II: Concession status currently is “cancelled” – revision recourse seeking reinstatement is pending.

F-2

Las Chispas Surface Ownership or Lease

Ranch Name	Registration Date	End Date	Surface Area (ha)	Concession Holder
Babicanora	April 17, 2017	Own	2,500	Minera Llamarada
Cuesta Blanca	February 23, 2018	Own	671.93	Minera Llamarada
Tetuachi	November 28, 2017	20 year lease, November 28, 2037	3.23	Minera Llamarada
Ejido Bamori	November 18, 2015	20 year lease, November 18, 2035	315	Minera Llamarada

F-3

SCHEDULE G

MARKETING MATERIALS

SILVERCREST METALS INC.

TERM SHEET

Dated December 3, 2019

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the provinces of Canada other than Québec. A copy of the preliminary short form prospectus, and any amendment, is required to be delivered to any investor that received this document and expressed an interest in acquiring the offered securities. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, the final short form prospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision. The Company has filed a registration statement (including a prospectus) with the United States Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. The securities described in this communication may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it from National Bank Financial Inc. at 130 King Street West, 4th Floor Podium, Toronto, ON M5X 1J9, Tel: (416) 869-6534, Fax: (416) 869-1010.

Issuer:	SilverCrest Metals Inc. (“SilverCrest” or the “Company”)
Offering:	11,000,000 common shares (the “Firm Shares”)
Gross Proceeds:	C$80,080,000 (C$92,092,000 assuming the Over-Allotment Option is exercised in full)
Offering Price:	C$7.28 per Common Share
Over-Allotment Option:	The Underwriters will be granted an option, exercisable in whole or in part at any time up to 30 days after the Closing Date, to purchase from SilverCrest an additional 1,650,000 common shares at the Offering Price for additional gross proceeds to the Company of up to C$12,012,000 (collectively with the Firm Shares, the “Common Shares”).
Use of Proceeds:	Net proceeds of the Offering will be used for the Company’s continued development and de-risking of the Las Chispas Project and for general working capital and administrative purposes.
Form of Offering:	Public offering, eligible for sale in in all provinces of Canada, except Québec, pursuant to a short form prospectus, and in the United States pursuant to a registration statement filed under the Multi-Jurisdictional Disclosure System and internationally as expressly permitted by the Company.
Form of Underwriting:	“Bought deal” subject to conventional bought deal termination provisions and closing conditions to be included in a definitive underwriting agreement.
Eligibility:	The Common Shares will be qualified investments for Canadian RRSPs, DPSPs, RRIFs, RESPs, and TFSAs.
Listing:	Application will be made to list the Common Shares on the Toronto Stock Exchange and the NYSE American LLC, which listing shall be conditionally approved prior to closing. The Company’s common shares are currently listed on the Toronto Stock Exchange under the symbol “SIL” and the NYSE American LLC under the symbol “SILV”.
Lead Underwriters:	National Bank Financial Inc., Desjardins Securities Inc. and Scotia Capital Inc.
Commission:	5.0% on the Offering; 2.5% on the President’s List (President’s List capped at C$5,000,000)
Closing Date:	On or about December 18, 2019 or such other date as mutually agreed to between National Bank Financial Inc. and the Company.

G-1

EX-3.2

Exhibit 3.2

SILVERCREST METALS INC.

TERM SHEET

Dated December 3, 2019

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the provinces of Canada other than Québec. A copy of the preliminary short form prospectus, and any amendment, is required to be delivered to any investor that received this document and expressed an interest in acquiring the offered securities. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, the final short form prospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision. The Company has filed a registration statement (including a prospectus) with the United States Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. The securities described in this communication may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it from National Bank Financial Inc. at 130 King Street West, 4th Floor Podium, Toronto, ON M5X 1J9, Tel: (416) 869-6534, Fax: (416) 869-1010.

Issuer:	SilverCrest Metals Inc. (“SilverCrest” or the “Company”)
Offering:	11,000,000 common shares (the “Firm Shares”)
Gross Proceeds:	C$80,080,000 (C$92,092,000 assuming the Over-Allotment Option is exercised in full)
Offering Price:	C$7.28 per Common Share
Over-Allotment Option:	The Underwriters will be granted an option, exercisable in whole or in part at any time up to 30 days after the Closing Date, to purchase from SilverCrest an additional 1,650,000 common shares at the Offering Price for additional gross proceeds to the Company of up to C$12,012,000 (collectively with the Firm Shares, the “Common Shares”).
Use of Proceeds:	Net proceeds of the Offering will be used for the Company’s continued development and de-risking of the Las Chispas Project and for general working capital and administrative purposes.
Form of Offering:	Public offering, eligible for sale in all provinces of Canada, except Québec, pursuant to a short form prospectus, and in the United States pursuant to a registration statement filed under the Multi-Jurisdictional Disclosure System and internationally as expressly permitted by the Company.
Form of Underwriting:	“Bought deal” subject to conventional bought deal termination provisions and closing conditions to be included in a definitive underwriting agreement.
Eligibility:	The Common Shares will be qualified investments for Canadian RRSPs, DPSPs, RRIFs, RESPs, and TFSAs.
Listing:	Application will be made to list the Common Shares on the Toronto Stock Exchange and the NYSE American LLC, which listing shall be conditionally approved prior to closing. The Company’s common shares are currently listed on the Toronto Stock Exchange under the symbol “SIL” and the NYSE American LLC under the symbol “SILV”.
Lead Underwriters:	National Bank Financial Inc., Desjardins Securities Inc. and Scotia Capital Inc.
Commission:	5.0% on the Offering; 2.5% on the President’s List (President’s List capped at C$5,000,000)
Closing Date:	On or about December 18, 2019 or such other date as mutually agreed to between National Bank Financial Inc. and the Company.

EX-4.12

Exhibit 4.12

Form 51-102F3

Material Change Report

Item 1. Name and Address of Company

SilverCrest Metals Inc. (the “Company” or “SilverCrest”)

Suite 501, 570 Granville Street

Vancouver, British Columbia

V6C 3P1 Canada

Item 2. Date of Material Change

December 3, 2019

Item 3. News Release

News Release dated December 3, 2019 was disseminated through GlobeNewswire.

Item 4. Summary of Material Change

The Company entered into an agreement with a syndicate of underwriters led by National Bank Financial Inc., Desjardins Securities Inc. and Scotia Capital Inc. pursuant to which the underwriters have agreed to purchase, on a bought deal basis, 11,000,000 common shares of the Company at a price of C$7.28 per share for aggregate gross proceeds to the Company of C$80,080,000.

Item 5.1 Full Description of Material Change

The Company entered into an agreement with a syndicate of underwriters (the “Underwriters”) led by National Bank Financial Inc., Desjardins Securities Inc. and Scotia Capital Inc. pursuant to which the Underwriters have agreed to purchase, on a bought-deal basis, 11,000,000 common shares of the Company (“Shares”) at a price of C$7.28 per Share for aggregate gross proceeds to the Company of C$80,080,000 (the “Offering”).

The Underwriters have been granted an option (the “Over-Allotment Option”), exercisable in whole or in part, at any time within 30 days following the closing of the Offering, to purchase from the Company up to an additional 15% of the Shares offered under the Offering.

The Company will pay the Underwriters a cash commission of 5% of the gross proceeds of the Offering, including any proceeds realized on exercise of the Over-Allotment Option, subject to reduced commission of 2.5% on maximum proceeds of up to C$5 million from the President’s List of subscribers.

The Company intends to use the net proceeds of the Offering for the continued exploration and development of the Company’s Las Chispas Project and for general working capital and administrative purposes.

The Offering is expected to close on or about December 18, 2019 and is subject to a number of conditions, including receipt of all necessary securities regulatory approvals and the approval of the Toronto Stock Exchange and NYSE American.

The Shares will be offered in all provinces of Canada (except Québec) pursuant to a short form prospectus and will be offered in the United States pursuant to a registration statement on Form F-10 registering the Shares under the United States Securities Act of 1933, as amended, pursuant to the Multi-Jurisdictional Disclosure System (“MJDS”) adopted by the United States and Canada. The Shares may also be offered on a private placement basis in certain jurisdictions outside of Canada and the United States pursuant to applicable prospectus exemptions. However, there will not be any sale of Shares in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the applicable securities laws of such province, state or jurisdiction.

A preliminary short form prospectus and a registration statement on Form F-10 (including the preliminary short form prospectus) relating to the Offering have been filed with applicable Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission (the “SEC”), respectively. The preliminary short form prospectus and registration statement are subject to completion and amendment.

The prospectus contains important information about the Offering. Before readers invest, they should read the prospectus (as also included in the registration statement) and other documents the Company has filed with Canadian securities regulatory authorities and the SEC for more complete information about the Company and the Offering. Potential investors may obtain those documents filed with Canadian securities regulatory authorities for free by visiting SEDAR at www.sedar.com or those documents filed with the SEC for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the Company, any Underwriter or any dealer participating in the Offering will arrange to send potential investors the prospectus without charge if requested from National Bank Financial Inc. at 130 King Street West, 4th Floor Podium, Toronto, Ontario M5X 1J9, Telephone: (416) 869-6534, Fax: (416) 869-1010.

If any related parties of the Company acquire Shares under the Offering, such participation would be considered to be a “related party transaction” within the meaning of Multilateral Instrument 61-101 (“MI 61-101”). The Company intends to rely on the exemptions from the formal valuation and minority approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of any related party participation on the basis that neither the aggregate fair market value of the Shares to be distributed to nor the consideration to be paid by related parties will exceed 25% of the Company’s market capitalization as determined under MI 61-101.

Pursuant to an agreement between the Company and SSR Mining Inc. (“SSR Mining”) dated November 28, 2018 (see news release dated November 29, 2018), SSR Mining has a right to maintain its pro rata ownership interest of up to 9.9% of the outstanding shares of SilverCrest. The Company has agreed to extend the time period during which SSR Mining must exercise such right to 45 days from the date that SilverCrest gives SSR Mining notice of the Offering.

Item 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.

2

Item 8. Executive Officer

Anne Yong, Chief Financial Officer

Telephone: (604) 694-1730

Item 9. Date of Report

December 9, 2019

3

EX-5.1

Exhibit 5.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Amendment No. 2 to the Registration Statement on Form F-10 (the “Form F-10”) of SilverCrest Metals Inc. (the “Company”) being filed with the United States Securities and Exchange Commission, and any amendments thereto, of our report, dated March 11, 2019, on the Company’s consolidated statements of financial position as at December 31, 2018 and 2017 and the Company’s consolidated statements of comprehensive loss, cash flows, and changes in shareholders’ equity for the years then ended, which appears in the Company’s Annual Report on Amendment No. 1 to Form 40-F for the year ended December 31, 2018.

We also consent to the references to us under the caption “Auditor, Transfer Agent and Registrar” in the short-form prospectus contained in the Form F-10 and in the documents incorporated by reference therein.

	/s/ “DAVIDSON & COMPANY LLP”
Vancouver, Canada	Chartered Professional Accountants
December 11, 2019

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., Canada V7Y 1G6

Telephone (604) 687-0947 Davidson-co.com

EX-5.2

Exhibit 5.2

CONSENT OF KOFFMAN KALEF LLP

We hereby consent to references to our firm name on the cover page and under the headings “Eligibility for Investment” and “Legal Matters” in this registration statement on Form F-10 filed by SilverCrest Metals Inc. with the United States Securities and Exchange Commission, and to our opinion under the heading “Eligibility for Investment”.

/s/ KOFFMAN KALEF LLP

Koffman Kalef LLP

Date: December 11, 2019

EX-5.3

Exhibit 5.3

CONSENT OF N. ERIC FIER

The undersigned hereby consents to:

(i) the use of (a) the written disclosure derived from the report entitled “Technical Report and Updated Mineral Resource Estimate for the Las Chispas Property, Sonora, Mexico” effective September 13, 2018 and dated November 19, 2018 (the “Report”) in the Annual Information Form for the year ended December 31, 2018 (the “AIF”) of SilverCrest Metals Inc. (the “Company”) filed as an exhibit to the Company’s Form 40-F Annual Report for the period ended December 31, 2018, and any amendments thereto (the “40-F”); and (b) the written disclosure derived from the Report in the Management Discussion and Analysis for the year ended December 31, 2018 (the “Annual MD&A”) of the Company (the written disclosure described in (i)(a)-(b), the “Technical Disclosures”);

(ii) the use of (a) the scientific and technical information relating to the Company’s mineral properties disclosed in the AIF; (b) the technical information contained in the Annual MD&A of the Company; and (c) the technical information contained in the Management Discussion and Analysis for the nine months ended September 30, 2019 (the “Interim MD&A”) of the Company (the scientific and technical information described in (ii)(a)-(c), the “Technical Information”);

(iii) the Technical Disclosures and the Technical Information contained in or incorporated by reference into the Company’s Form F-10 Registration Statement (the “Form F-10”), being filed with the United States Securities and Exchange Commission and any amendments thereto;

(iv) the use of my name in the AIF, 40-F, Annual MD&A, Interim MD&A and Form F-10; and

(v) the incorporation by reference of the AIF, 40-F, Annual MD&A and Interim MD&A into the Form F-10.

/s/ N. ERIC FIER

Name: N. Eric Fier, CGP, P. Eng

Title: Chief Executive Officer and Director,

SilverCrest Metals Inc.

Date: December 11, 2019

EX-5.4

Exhibit 5.4

CONSENT OF P. JAMES F. BARR

The undersigned hereby consents to:

(i) the incorporation by reference into the registration statement on Form F-10 (the “Form F-10”) of SilverCrest Metals Inc. (the “Company”) being filed with the United States Securities and Exchange Commission of the technical report entitled “Technical Report and Preliminary Economic Assessment for the Las Chispas Property, Sonora, Mexico”, effective May 15, 2019, as amended and dated July 19, 2019 (the “Preliminary Economic Assessment”);

(ii) the use of (a) the written disclosure derived from the Preliminary Economic Assessment in the Form F-10; and (b) the written disclosure derived from the report entitled “Technical Report and Mineral Resource Estimate for the Las Chispas Property, Sonora, Mexico” effective February 12, 2018 and dated, as amended, May 9, 2018 in the Annual Information Form for the year ended December 31, 2018 (“AIF”) of the Company filed as an exhibit to the Company’s Form 40-F Annual Report for the period ended December 31, 2018, and any amendments thereto (the “40-F”);

(iii) the use of my name in the AIF, the 40-F and the Form F-10; and

(iv) the incorporation by reference of the AIF and the 40-F into the Form F-10.

/s/ P. JAMES F. BARR

Name: P. James F. Barr

Title: Senior Geologist and Team Lead,

Tetra Tech Canada Inc.

Date: December 11, 2019

EX-5.5

Exhibit 5.5

CONSENT OF HASSAN GHAFFARI

The undersigned hereby consents to:

(i) the incorporation by reference into the registration statement on Form F-10 (the “Form F-10”) of SilverCrest Metals Inc. (the “Company”) being filed with the United States Securities and Exchange Commission of the technical report entitled “Technical Report and Preliminary Economic Assessment for the Las Chispas Property, Sonora, Mexico”, effective May 15, 2019, as amended and dated July 19, 2019 (the “Preliminary Economic Assessment”);

(ii) the use of the written disclosure derived from the Preliminary Economic Assessment in the Form F-10; and

(iii) the use of my name in the Form F-10.

/s/ HASSAN GHAFFARI

Name: Hassan Ghaffari

Title: Director of Metallurgy, Tetra Tech Canada Inc.

Date: December 11, 2019

EX-5.6

Exhibit 5.6

CONSENT OF MARK HORAN

The undersigned hereby consents to:

(i) the incorporation by reference into the registration statement on Form F-10 (the “Form F-10”) of SilverCrest Metals Inc. (the “Company”) being filed with the United States Securities and Exchange Commission of the technical report entitled “Technical Report and Preliminary Economic Assessment for the Las Chispas Property, Sonora, Mexico”, effective May 15, 2019, as amended and dated July 19, 2019 (the “Preliminary Economic Assessment”);

(ii) the use of the written disclosure derived from the Preliminary Economic Assessment in the Form F-10; and

(iii) the use of my name in the Form F-10.

/s/ MARK HORAN

Name: Mark Horan

Title: Senior Mining Engineer,

Tetra Tech Canada Inc.

Date: December 11, 2019

EX-5.7

Exhibit 5.7

CONSENT OF TETRA TECH CANADA INC.

The undersigned hereby consents to:

(i) the incorporation by reference into the registration statement on Form F-10 (the “Form F-10”) of SilverCrest Metals Inc. (the “Company”) being filed with the United States Securities and Exchange Commission of the technical report entitled “Technical Report and Preliminary Economic Assessment for the Las Chispas Property, Sonora, Mexico”, effective May 15, 2019, as amended and dated July 19, 2019 (the “Preliminary Economic Assessment”);

(ii) the use of (a) the written disclosure derived from the Preliminary Economic Assessment in the Form F-10; and (b) the written disclosure derived from the report entitled “Technical Report and Mineral Resource Estimate for the Las Chispas Property, Sonora, Mexico” effective February 12, 2018 and dated, as amended, May 9, 2018 in the Annual Information Form for the year ended December 31, 2018 (“AIF”) of the Company filed as an exhibit to the Company’s Form 40-F Annual Report for the period ended December 31, 2018, and any amendments thereto (the “40-F”);

(iii) the use of our name in the AIF, the 40-F and the Form F-10; and

(iv) the incorporation by reference of the AIF and the 40-F into the Form F-10.

TETRA TECH CANADA INC.

/s/ P. JAMES F. BARR

Name: P. James F. Barr

Title: Senior Geologist and Team Lead,

Tetra Tech Canada Inc.

Date: December 11, 2019