New Pacific Metals CorpTSX: NUAG

Jun 30, 2025 Annual Information Form

· Issued by New Pacific Metals Corp
ANNUAL INFORMATION FORM For the year ended June 30, 2025


Dated as at September 15, 2025 NEW PACIFIC METALS CORP. Suite 1750 - 1066 West Hastings Street Vancouver, BC, Canada V6E 3X1 Tel: (604) 633-1368 Fax: (604) 669-9387 Email: info@newpacificmetals.com Website: https://www.newpacificmetals.com TABLE OF CONTENTS

ITEM 1: GENERAL 4

  1. Date of Information 4

  2. Forward-Looking Statements 4

  3. Cautionary Note to U.S. Investors 5

  4. Currency 5

ITEM 2: CORPORATE STRUCTURE 5

  1. Names, Current Address and Incorporation 5

  2. Intercorporate Relationships 5

ITEM 3: GENERAL DEVELOPMENT OF THE BUSINESS 6

  1. Business of New Pacific 6

  2. Three Year History 6

  3. Significant Acquisitions 12

ITEM 4: DESCRIPTION OF THE BUSINESS 13

  1. General 13

  2. Environmental, Social, and Governance 13

  3. Risk Factors 14

ITEM 5: MINERAL PROPERTY 22

  1. Silver Sand Project 22

  2. Carangas Project 35

ITEM 6: DIVIDENDS AND DISTRIBUTIONS 49

ITEM 7: DESCRIPTION OF CAPITAL STRUCTURE 50

ITEM 8: MARKET FOR SECURITIES 50

  1. Trading Price and Volume 50

  2. Prior Sales - Securities Not Listed or Quoted on a Marketplace 51

ITEM 9: ESCROWED SECURITIES 51

ITEM 10: DIRECTORS AND OFFICERS 51

  1. Name, Occupation and Security Holding 51

  2. Cease Trade Orders, Bankruptcies, Penalties or Sanctions 53

  3. Conflicts of Interest 53

ITEM 11: AUDIT COMMITTEE 53

  1. Audit Committee Charter 53

  2. Composition of the Audit Committee 53

  3. Relevant Education and Experience 53

  4. Audit Committee Oversight 54

  5. Pre-Approval Policies and Procedures 54

  6. External Auditor Service Fees 54

ITEM 12: PROMOTERS 55

ITEM 13: LEGAL PROCEEDINGS AND REGULATORY ACTIONS 55

  1. Legal Proceedings 55

  2. Regulatory Actions 55

ITEM 14: INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 55

ITEM 15: TRANSFER AGENTS AND REGISTRARS 55

ITEM 16: MATERIAL CONTRACTS 55

ITEM 17: INTERESTS OF EXPERTS 55

ITEM 18: ADDITIONAL INFORMATION 56

‌ITEM 1: GENERAL
  1. ‌Date of Information

    All information in this Annual Information Form ("AIF") is as of June 30, 2025, unless otherwise indicated.

  2. ‌Forward-Looking Statements

    Except for statements of historical fact relating to New Pacific Metals Corp. (the "Company" or "New Pacific"), certain statements and information contained in this AIF constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian provincial securities laws (collectively, "forward-looking statements"). Any statements or information that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects", "is expected", "anticipates", "believes", "plans", "projects", "estimates", "assumes", "intends", "strategies", "targets", "goals", "forecasts", "objectives", "budgets", "schedules", "potential" or variations thereof or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements or information. Such statements include, but are not limited to: statements regarding anticipated exploration, drilling, development, construction, and other activities or achievements of the Company; inferred, indicated or measured mineral resources or mineral reserves on the Company's projects; the results of any preliminary economic assessment ("PEA"), pre-feasibility study ("PFS"), mineral resource estimate ("MRE") and other technical reports; timing of receipt of permits and regulatory approvals, including approvals of mining association contracts; estimates of the Company's revenues and capital expenditures; the acquisition of other businesses, assets or securities; the growth of Company's mineral resources through acquisitions and exploration; future securities offerings and use of proceeds therefrom; the terms of the Company's securities; use of proceeds; capital expenditures; success of exploration activities; government regulation of mining operations; environmental risks; and other forecasts and predictions with respect to the Company and its properties.

    Forward-looking statements or information are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements or information, including, without limitation, risks relating to: global economic and social impact of public health crisis; fluctuating equity prices, bond prices, commodity prices; calculation of resources, reserves and mineralization, general economic conditions, foreign exchange risks, interest rate risk, foreign investment risk; loss of key personnel; conflicts of interest; dependence on management, uncertainties relating to the availability and costs of financing needed in the future, environmental risks, operations and political conditions, the regulatory environment in Bolivia and Canada, risks associated with community relations and corporate social responsibility, evolving foreign trade policies, anti-corruption and anti-bribery laws, and other factors described under the heading "Risk Factors" in this AIF. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements or information.

    The forward-looking statements are necessarily based on a number of estimates, assumptions, beliefs, expectations and opinions of management as of the date of this AIF that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates, assumptions, beliefs, expectations and options include, but are not limited to, those related to the Company's ability to carry on current and future operations, including: public health crisis on our operations and workforce; development and exploration activities; the timing, extent, duration and economic viability of such operations; the accuracy and reliability of estimates, projections, forecasts, studies and assessments; the Company's ability to meet or achieve estimates, projections and forecasts; the stabilization of the political climate in Bolivia; the Company's ability to obtain and maintain social license at its mineral properties; the availability and cost of inputs; the price and market for outputs; foreign exchange rates; taxation levels; the timely receipt of necessary approvals or permits, including the ratification and approval of the Mining Production Contract ("MPC") with Corporación Minera de Bolivia ("COMIBOL"), the Bolivian state mining corporation, by the Plurinational Legislative Assembly of Bolivia; the ability of the Company's Bolivian partner to convert the exploration licenses at the Carangas Project (as defined below) to Administrative Mining Contract ("AMC"); the ability to meet current and future obligations; the ability to obtain timely financing on reasonable terms when required; the current and future social, economic and political conditions; assumptions regarding the impact of global trade policies; assumptions relating to the Company's internal controls and compliance systems for anti-corruption and anti-bribery laws; and other assumptions and factors generally associated with the mining industry.

    Although the forward-looking statements contained in this AIF are based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. All forward-looking statements in this AIF are qualified by these cautionary statements. The forward-looking statements contained in this AIF are made as of the date of such document and, accordingly, is subject to change after such date. Accordingly, readers should not place undue reliance on such statements. Other than specifically required by applicable laws, the Company is under no obligation and expressly disclaims any such obligation to update or alter the forward-looking statements whether as a result of new information, future events or otherwise except as may be required by law. These forward-looking statements are made as of the date of this AIF.

  3. ‌Cautionary Note to U.S. Investors Concerning Preparation of Mineral Resource and Mineral Reserve Estimates

    This AIF has been prepared in accordance with the securities laws in effect in Canada which differ from the requirements of the United States of America ("U.S." or "United States") securities laws. The technical and scientific information contained herein has been prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"), which differs from the standards adopted by the U.S. Securities and Exchange Commission (the "SEC") under subpart 1300 of Regulation S-K (the "SEC Modernization Rules"). The Company is not currently subject to the SEC Modernization Rules. Accordingly, the Company's disclosure of mineralization and other technical information herein may differ significantly from the information that would be disclosed had the Company prepared such information under the standards adopted under the SEC Modernization Rules.

    Readers are cautioned not to assume that all or any part of mineral resources will ever be converted into reserves. Pursuant to the Canadian Institute of Mining Definition Standards on Mineral Resources and Reserves (the "CIM Definition Standards"), inferred mineral resources are that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Such geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An inferred mineral resource has a lower level of confidence than that applying to an indicated mineral resource and must not be converted to a mineral reserve. However, it is reasonably expected that the majority of inferred mineral resources could be upgraded to indicated mineral resources with continued exploration. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource is economically or legally mineable.

  4. ‌Currency

All sums of money which are referred to herein are expressed in U.S. dollars, unless otherwise specified. The symbol "CAD$" denotes lawful money of Canada. The following table sets forth, for each of the periods indicated, the year-end exchange rate, the average closing rate and the high and low closing exchange rates for one Canadian dollar expressed in U.S. dollars, as quoted by the Bank of Canada:

Year Ended June 30,

2025

2024

2023

High

0.7429

0.7617

0.7841

Low

0.6848

0.7381

0.7217

Average

0.7170

0.7381

0.7467

Period End

0.7330

0.7306

0.7553

The exchange rate for one Canadian dollar expressed in U.S. dollars based upon the daily average exchange rate on June 30, 2025 provided by the Bank of Canada was $0.7330.

‌ITEM 2: CORPORATE STRUCTURE
  1. ‌Names, Current Address and Incorporation

    The Company was formed as a special limited company under the Company Act (British Columbia) on April 19, 1972. By special resolution of its shareholders dated July 21, 1983, the Company converted itself from a special limited company to a limited company. Subsequently, on November 6, 1997, the Company continued in Bermuda by way of continuation as a foreign corporation. On November 5, 2003, the Company continued in British Columbia under the Company Act (British Columbia). In 2004, the Company adopted new Articles consistent with the transition to the Business Corporations Act (British Columbia). On July 1, 2016, the Company's name was changed to "New Pacific Holdings Corp." On July 20, 2017, the Company's name was changed back to "New Pacific Metals Corp." The head office, principal address, and registered and records office of the Company is located at Suite 1750 -1066 West Hastings Street, Vancouver, British Columbia, Canada V6E 3X1.

    The Company is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland. The common shares of the Company (the "Shares") trade on the Toronto Stock Exchange ("TSX") under the symbol "NUAG" and on the NYSE American, LLC (the "NYSE American") under the symbol "NEWP".

  2. ‌Intercorporate Relationships

The corporate structure of the Company and its subsidiaries, as of June 30, 2025, is as follows:



‌ITEM 3: GENERAL DEVELOPMENT OF THE BUSINESS
  1. ‌Business of New Pacific

    The Company is a Canadian mining issuer engaged in exploring and developing mineral properties in Bolivia. The Company's precious metal projects include the flagship Silver Sand project (the "Silver Sand Project"), the Carangas project (the "Carangas Project") and the Silverstrike project (the "Silverstrike Project"). With experienced management and sufficient technical and financial resources, management believes the Company is well positioned to create shareholder value through exploration and resource development.

  2. ‌Three Year History
    1. Events subsequent to June 30, 2025

      On August 30, 2025, the Carangas community discussed the economic, environmental, and social impacts of the Carangas Project to their community during their community assembly meeting. At the end of the meeting, the Carangas community voted in favor of the Carangas Project and the presence of the Company in the community area to carry out permitting and development activities as a whole.

    2. Year ended June 30, 2025

      On June 25, 2025, through a formal judicial resolution process in Bolivia, the Departmental Court of Justice of La Paz granted an amparo (a constitutional protection action) (the "Amparo") to the Company that provides the Silver Sand Project with immediate and long-term protection against any kinds of encroachment and illegal mining activities. Since July 1, 2025, the illegal artisanal and small-scale miners ("ASMs") have stopped their mining activities and withdrawn from the Silver Sand Project area and the Company has successfully regained access to the area and established a temporary camp. Survey and inspection work has been performed in the area to measure the extent of the impact of the ASMs' activities on the Silver Sand Project's mineral resources, preliminary results indicate the mineralized material extracted is not material.

      On March 31, 2025, the Company announced the appointment of Jalen Yuan as Interim Chief Executive Officer and Chester Xie as Interim Chief Financial Officer. The Company also announced the resignation of Andrew Williams as Chief Executive Officer ("CEO") and director of the Company.

      On November 14, 2024, the Company filed an independent preliminary economic assessment technical report prepared in accordance with NI 43-101 for the Carangas Project titled "NI 43-101 Technical Report Carangas Deposit Preliminary Economic Assessment" with an effective date of September 5, 2024 (the "Carangas PEA Technical Report"). It was independently prepared under contract with RPMGlobal (Canada) Ltd. ("RPM") The qualified persons for the Carangas PEA Technical Report were Mr. Marcelo del Giudice, FAusIMM, Principal Metallurgist with RPM; Mr. Marc Schulte, P.Eng., Mining Engineer with Moose Mountain Technical Services; Mr. Jinxing Ji, P.Eng., Metallurgist with JJ Metallurgical Services; Mr. Gonzalo Rios, FAusIMM, Executive Consultant - ESG with RPM; and Mr. Pedro Repetto, SME, P.E., Principal Civil/Geotechnical Engineer with RPM; and Mr. Anderson Candido, FAusIMM, Principal Geologist with RPM who estimated the mineral resources (collectively, the "Carangas PEA Technical Report Authors"). The Carangas PEA Technical Report is based on the mineral resource estimate (the "Carangas MRE Technical Report ") for the Carangas Project, which was reported on September 5, 2023. Highlights from the Carangas PEA Technical Report include a 16-year life of mine ("LOM"), excluding 2-years of pre-production, producing approximately 106 million oz ("Moz") of payable silver, 620 million pounds ("Mlbs") of payable zinc and 382 Mlbs of payable lead; and payable silver production of approximately 8.5 Moz per year in years one through six; with LOM average silver production exceeding 6.5 Moz per year. For more information, please see the Company's news release dated October 1, 2024 filed under the Company's profile on SEDAR+ at https://www.sedarplus.ca, with the SEC on EDGAR at https://www.sec.gov/edgar, and on the Company's website at https://www.newpacificmetals.com.

      On August 8, 2024, the Company reported the filing of its independent NI 43-101 technical report titled "Technical Report - Silver Sand Project Pre-Feasibility Study" dated August 8, 2024, and with an effective date of June 19, 2024 (the "Silver Sand PFS Technical Report"). AMC Mining Consultants (Canada) Ltd. (the "AMC Consultants") (mineral resource and reserves, mining, infrastructure and financial analysis) was contracted to conduct the Silver Sand PFS Technical Report in cooperation with Halyard Inc. (metallurgy and processing), and NewFields Canada Mining & Environment ULC (tailings, water and waste management). The qualified persons for the Silver Sand PFS Technical Report for the purposes of NI 43-101 are Mr. Wayne Rogers, P.Eng., and Mr. Mo Molavi, P.Eng., both Principal Mining Engineers with AMC Consultants, Mr. Eugene Tucker, Principal Mining Engineer and Regional Manager with AMC Consultants, Mr. Andrew Holloway P.Eng., Process Director with Halyard Inc., and Mr. Leon Botham P.Eng., Principal Engineer with NewFields Canada Mining & Environment ULC, in addition to Ms. Dinara Nussipakynova, P.Geo., Principal Geologist with BBA Engineering Ltd., formerly with AMC Consultants, who estimated the mineral resources (collectively, the "Silver Sand PFS Technical Report Authors"). The Silver Sand PFS Technical Report shows a post-tax net present value at a 5% discount rate of $740 million with an internal rate of return of 37% at a base case price of $24.00 per ounce ("oz") of silver, underpinned by a production of approximately 157 million oz of silver over 13 years of mine life with average LOM all-in sustaining cost of $10.69/oz silver and initial capital cost of $358 million. The Silver Sand PFS Technical Report is based on the mineral resource estimate dated November 28, 2022 and with an effective date of October 31, 2022 (the "Silver Sand MRE Technical Report"). For more information, please see the Company's news releases dated August 8, 2024 and June 26, 2024 filed under the Company's profile on SEDAR+ at https://www.sedarplus.ca, with the SEC on EDGAR at https://www.sec.gov/edgar, and on the Company's website at https://www.newpacificmetals.com.

    3. Year ended June 30, 2024

      On June 26, 2024, the Company reported the results of the Silver Sand PFS Technical Report. For more information, please see the Company's news release dated June 26, 2024 filed under the Company's profile on SEDAR+ at https://www.sedarplus.ca, with the SEC on EDGAR at https://www.sec.gov/edgar, and on the Company's website at https://www.newpacificmetals.com.

      On April 29, 2024, the Company reported positive metallurgical test results for the Silver Sand Project. For more information, please see the Company's news release dated April 29, 2024 filed under the Company's profile on SEDAR+ at https://www.sedarplus.ca, with the SEC on EDGAR at https://www.sec.gov/edgar, and on the Company's website at https://www.newpacificmetals.com.

      On December 1, 2023, the Company announced the appointment of Mr. Myles Gao and Mr. Andrew Williams as directors of the Company.

      On September 29, 2023, the Company closed a bought deal financing, where a total of 13,208,000 Shares were sold at a price of

      $1.96 (CAD $2.65) per Share for total gross proceeds of approximately $25.9 million (CAD $35 million) (the "Offering"). The Offering was completed by way of a prospectus supplement dated September 26, 2023 (the "Prospectus Supplement") to the Company's short form base shelf prospectus dated August 16, 2023 (the "2023 Prospectus"). The underwriters' fee and other issuance costs for the transaction were approximately $1.4 million. The Company used the net proceeds of the Offering to advance exploration and development at the Silver Sand Project and Carangas Project and for operating expenses, as disclosed in the Prospectus Supplement.

      On September 18, 2023, the Company filed an independent technical report prepared in accordance with NI 43-101 titled "Carangas Silver-Gold Project - Department of Oruro, Bolivia - NI 43-101 Mineral Resource Estimate Technical Report" with an effective date of August 25, 2023 (the "Carangas MRE Technical Report"). This report has been superseded by the Carangas PEA Technical Report and should no longer be relied upon.

      On September 11, 2023, the Company announced the appointment of Mr. Andrew Williams as CEO and that Dr. Rui Feng, founder of the Company, had stepped down as CEO. The Company also appointed Mr. Paul Simpson as a director of the Company.

      On September 5, 2023, the Company reported the results of the Carangas MRE Technical Report. The effective date of the Carangas MRE Technical Report is August 25, 2023. For more information, please see the Company's news release dated September 5, 2023 filed under the Company's profile on SEDAR+ at https://www.sedarplus.ca, with the SEC on EDGAR at https://www.sec.gov/edgar, and on the Company's website at https://www.newpacificmetals.com.

      On August 16, 2023, the Company filed the 2023 Prospectus with the securities regulatory authorities in each of the provinces of Canada and a corresponding shelf registration statement on Form F-10 with the United States Securities and Exchange Commission (the "2023 Registration Statement"). The 2023 Prospectus and the 2023 Registration Statement replaced the Company's prior base shelf prospectus, which was filed in July 2021 and expired in August 2023. The 2023 Prospectus and 2023 Registration Statement enable the Company to make offerings of up to US$200,000,000 of Shares, preferred shares, debt securities, warrants, units or subscription receipts of the Company, or any combination thereof, from time to time, separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of the offering and as set out in an accompanying prospectus supplement during the 25-month period that the 2023 Prospectus is effective, which is expected to expire on or about September 16, 2025. Copies of the 2023 Prospectus and Prospectus Supplement are available under the Company's profile on SEDAR+ at https://www.sedarplus.ca and a copy of the 2023 Registration Statement was filed with the SEC on EDGAR at https://www.sec.gov/edgar. The 2023 Prospectus, the Prospectus Supplement and the 2023 Registration Statement can also be located on the Company's website at https://www.newpacificmetals.com.

      On July 6, 2023, the Company announced the assay results of the last 18 drill holes from its 2023 dill program at its Carangas Project. For more information, please see the Company's news release dated July 6, 2023 filed under the Company's profile on SEDAR+ at https://www.sedarplus.ca, with the SEC on EDGAR at https://www.sec.gov/edgar, and on the Company's website at https://www.newpacificmetals.com. The 2023 drill program was completed with 17,623 m in 39 holes. For details of the 2023 drill program, please refer to the Company's news releases dated July 6, 2023 and May 30, 2023, filed under the Company's profile on SEDAR+ at https://www.sedarplus.ca, with the SEC on EDGAR at https://www.sec.gov/edgar, and on the Company's website at https://www.newpacificmetals.com.

    4. Year ended June 30, 2023

    On May 30, 2023, the Company reported assay results of the first 21 drill holes from its 2023 Q1 drill program at its Carangas Project. The 2023 Q1 drilling was a continuation of the 2022 drilling campaign at the Carangas Project. It was originally budgeted as 15,000 metres ("m") of diamond core drilling, infilling areas drilled in 2021-2022 and stepping out beyond these previously drilled areas. This drilling program started on schedule in January 2023 and was expanded based on encouraging results and is now complete. A total of 17,623 m in 39 holes was drilled up to the end of April 2023. Each of the 39 holes intersected mineralization. For more information, please see the Company's news release dated May 30, 2023 filed under the Company's profile on SEDAR+ at https://www.sedarplus.ca, with the SEC on EDGAR at https://www.sec.gov/edgar, and on the Company's website at https://www.newpacificmetals.com.

    On April 6, 2023, the Company announced the assay results of the last 29 drill holes from the 2022 drill program at its Carangas Project. The 2022 drill program was completed with 50,368 m drilled in 115 holes. For details of the 2022 drill program, please refer to the Company's news releases dated April 6, 2023, February 21, 2023, February 1, 2023, January 24, 2023, November 14, 2022, October 19, 2022, August 8, 2022, and July 13, 2022, filed under the Company's profile on SEDAR+ at https://www.sedarplus.ca, with the SEC on EDGAR at https://www.sec.gov/edgar, and on the Company's website at https://www.newpacificmetals.com.

    On February 21, 2023, the Company reported assay results from the Carangas Project, including 524 m interval grading 1.24 grams ("g") per tonne ("t") of gold ("Au"). . For more information, please see the Company's news release dated February 21, 2023 filed under the Company's profile on SEDAR+ at https://www.sedarplus.ca, with the SEC on EDGAR at https://www.sec.gov/edgar, and on the Company's website at https://www.newpacificmetals.com.

    On February 16, 2023, the Company filed an independent preliminary economic assessment and technical report prepared in accordance with NI 43-101 titled "Technical Report - Silver Sand Deposit Preliminary Economic Assessment" dated February 16, 2023, and with an effective date of November 30, 2022 (the "Silver Sand PEA Technical Report"). The Silver Sand PEA Technical Report is based on the Silver Sand MRE Technical Report, which was reported on November 28, 2022. The Silver Sand PEA Technical Report has been superseded by the Silver Sand PFS Technical Report, and should no longer be relied upon.

    On February 1, 2023, the Company reported assay results from the Carangas Project, including 230 m interval grading 146 g/t of silver ("Ag"). For more information, please see the Company's news release dated February 1, 2023 filed under the Company's profile on SEDAR+ at https://www.sedarplus.ca, with the SEC on EDGAR at https://www.sec.gov/edgar, and on the Company's website at https://www.newpacificmetals.com.

    On January 24, 2023, the Company announced assay results from the Carangas Project, including a 505 m interval grading 1.22 g/t Au. For more information, please see the Company's news release dated January 24, 2023 filed under the Company's profile on SEDAR+ at https://www.sedarplus.ca, with the SEC on EDGAR at https://www.sec.gov/edgar, and on the Company's website at https://www.newpacificmetals.com.

    On January 9, 2023, the Company reported the results of the Silver Sand PEA Technical Report. For more information, please see the Company's news release dated January 9, 2023 filed under the Company's profile on SEDAR+ at https://www.sedarplus.ca, with the SEC on EDGAR at https://www.sec.gov/edgar, and on the Company's website at https://www.newpacificmetals.com.

    On December 2, 2022, the Company approved the appointment of Dr. Peter Megaw and Mr. Dickson Hall to the board of directors

    of the Company (the "Board"). Mr. Jack Austin and Mr. David Kong did not stand for re-election as directors.

    On November 28, 2022, the Company announced the results of the Silver Sand MRE Technical Report. For more information, please see the Company's news release dated November 28, 2022 filed under the Company's profile on SEDAR+ at https://www.sedarplus.ca, with the SEC on EDGAR at https://www.sec.gov/edgar, and on the Company's website at https://www.newpacificmetals.com.

    On November 22, 2022, the Company announced the filing of a technical report entitled "Carangas Project Technical Report" with an effective date of June 16, 2022. This report has been superseded by the Carangas PEA Technical Report, and should no longer be relied upon.

    On November 21, 2022, the Company reported positive preliminary metallurgical test results from the Carangas Project, with up to 98% gold recovery achieved through cyanide leaching. For more information, please see the Company's news release dated November 21, 2022 filed under the Company's profile on SEDAR+ at https://www.sedarplus.ca, with the SEC on EDGAR at https://www.sec.gov/edgar, and on the Company's website at https://www.newpacificmetals.com.

    On November 14, 2022, the Company announced drill results from the Carangas Project, including an intercept of 591 m grading 1.03 g/t gold. For more information, please see the Company's news release dated November 14, 2022 filed under the Company's profile on SEDAR+ at https://www.sedarplus.ca, with the SEC on EDGAR at https://www.sec.gov/edgar, and on the Company's website at https://www.newpacificmetals.com.

    On November 1, 2022, the Company announced drilling results from the Silverstrike Project, including an intersection at 86 m of near-surface oxide mineralization grading 2.2 g/t gold. For more information, please see the Company's news release dated November 1, 2022 filed under the Company's profile on SEDAR+ at https://www.sedarplus.ca, with the SEC on EDGAR at https://www.sec.gov/edgar, and on the Company's website at https://www.newpacificmetals.com.

    On October 19, 2022, the Company reported assay results from the Carangas Project, including a 163 metre interval grading 109 g/t silver. For more information, please see the Company's news release dated October 19, 2022 filed under the Company's profile on SEDAR+ at https://www.sedarplus.ca, with the SEC on EDGAR at https://www.sec.gov/edgar, and on the Company's website at https://www.newpacificmetals.com.

    On September 19, 2022, the Company announced the receipt of assay results for all of the 86 drill holes completed under the 2022 resource infill and step-out drill program at the Silver Sand Project (the "2022 Silver Sand Drill Program"). The 2022 Silver Sand Drill Program of 19,323 m in 86 drill holes, together with the 55 drill holes completed in 2021, intended to expand and improve the confidence in the geological model and the Silver Sand MRE Technical Report. For further details, please refer to the Company's news release dated September 19, 2022, filed under the Company's profile on SEDAR+ at https://www.sedarplus.ca, with the SEC on EDGAR at https://www.sec.gov/edgar, and on the Company's website at https://www.newpacificmetals.com.

    On September 12, 2022, the Company announced assay results from the Silverstrike Project, including intercepts of 111 m grading

    1.54 g/t Au near surface. For more information, please see the Company's news release dated September 12, 2022 filed under the Company's profile on SEDAR+ at https://www.sedarplus.ca, with the SEC on EDGAR at https://www.sec.gov/edgar, and on the Company's website at https://www.newpacificmetals.com.

    On August 8, 2022, the Company reported assay results from the Carangas Project, including a 514 m intercept grading 1.1 g/t Au in hole DCAr0044. For more information, please see the Company's news release dated August 8, 2022 filed under the Company's profile on SEDAR+ at https://www.sedarplus.ca, with the SEC on EDGAR at https://www.sec.gov/edgar, and on the Company's website at https://www.newpacificmetals.com.

    On July 13, 2022, the Company announced assay results from the Carangas Project, including a 535 metre interval grading 1.0 g/t gold, and a separate 58 m interval grading 507 g/t Ag. For more information, please see the Company's news release dated July 13, 2022 filed under the Company's profile on SEDAR+ at https://www.sedarplus.ca, with the SEC on EDGAR at https://www.sec.gov/edgar, and on the Company's website at https://www.newpacificmetals.com.

    PROJECT OVERVIEW

    Bolivian Licence Tenure

    A summary of current Bolivian mining laws with respect to the AMC and exploration license is presented below.

    Exploration and mining rights in Bolivia are granted by the Ministry of Mines and Metallurgy through the Mining Administrative Jurisdictional Authority ("AJAM"). Under Bolivian mining laws, tenure is granted as either an AMC or an exploration license. Tenure held under the previous legislation was converted to Autorización Transitoria Especiales ("ATEs") which are required to be consolidated into new 25-hectare sized cuadriculas (concessions) and converted to AMCs. AMCs created by conversion recognize existing rights of exploration and/or exploitation and development, including treatment, metal refining, and/or trading. AMCs have a fixed term of 30 years and can be extended for an additional 30 years if certain conditions are met. Each AMC requires ongoing work and the submission of plans to AJAM.

    Exploration licenses allow exploration activities only and must be converted to AMCs to conduct exploitation and development activities. Exploration licenses are valid for a maximum of five years and provide the holder with the preferential right to request an AMC. In specific areas, mineral tenure is owned by the COMIBOL. In these areas, development and production agreements can be obtained by entering into an MPC with COMIBOL.

    Silver Sand Project

    The Silver Sand Project is located in the Colavi District of Potosí Department in southwestern Bolivia at an elevation of 4,072 m above

    sea level, 33 kilometres ("km") northeast of Potosí City, the department capital.

    The Silver Sand Project is comprised of two claim blocks, the Silver Sand south and north blocks, which covers a total area of 5.42 km2. The Silver Sand south block, covering an area of 3.17 km2 hosts the Silver Sand deposit. On August 12, 2021, the Company announced the receipt of an AMC for the Silver Sand south block from AJAM. The Silver Sand north block covers an area of 2.25 km2 and is comprised of two AMCs (Jisasjardan and Bronce). The AMCs establish a clear title to the Silver Sand Project.

    The Company has carried out extensive exploration and resource definition drill programs on the Silver Sand Project between 2017 and 2022, completing a total of 139,920 m of diamond drilling in 564 holes during the period. The Silver Sand MRE Technical Report is based on these extensive exploration programs. Based on the Silver Sand MRE Technical Report, the Silver Sand Project has an estimated measured and indicated mineral resource of 201.77 Moz of silver at head grade of 116 g/t and an estimated inferred mineral resource of 12.95 Moz of silver at 88 g/t. For further details on the Silver Sand MRE Technical Report, please refer to the Company's news release dated November 28, 2022 filed under the Company's profile on SEDAR+ at https://www.sedarplus.ca, with the SEC on EDGAR at https://www.sec.gov/edgar, and on the Company's website at https://www.newpacificmetals.com.

    On February 16, 2023, the Company filed the Silver Sand PEA Technical Report. The Silver Sand PEA Technical Report is based on the Silver Sand MRE Technical Report, which was reported on November 28, 2022. The Silver Sand PEA Technical Report has been superseded by the Silver Sand PFS Technical Report, and should no longer be relied upon.

    On August 8, 2024, the Company reported the filing of its independent NI 43-101 Silver Sand PFS Technical Report, with an effective date of June 19, 2024. AMC Mining Consultants (Canada) Ltd. (mineral resource and reserves, mining, infrastructure and financial analysis) was contracted to conduct the Silver Sand PFS Technical Report in cooperation with Halyard Inc. (metallurgy and processing), and NewFields Canada Mining & Environment ULC (tailings, water and waste management). The Silver Sand PFS Technical Report is building on the Silver Sand PEA Technical Report.

    Highlights of the Silver Sand PFS Technical Report are as follows:

    • Post-tax NPV at a 5% discount rate of $740 million and an internal rate of return ("IRR") of 37% at a base case price of

      $24.00/oz silver;

    • 13 years mine life, excluding the 2 years pre-production period, producing approximately 157 Moz of silver. Annual silver production exceeds 15 Moz in years one through three with LOM average annual silver production exceeding 12 Moz;

    • Initial capital costs of $358 million and a post-tax payback of 1.9 years (from the start of production) at $24.00/oz silver; and

    • Average LOM AISC of $10.69/oz silver.

      For more details, please refer to the Company's news releases dated June 26, 2024 and August 8, 2024, and the Silver Sand PFS Technical Report filed on August 8, 2024 under the Company's profile on SEDAR+ at https://www.sedarplus.ca, with the SEC on EDGAR at https://www.sec.gov/edgar, and on the Company's website at https://www.newpacificmetals.com.

      Permitting

      In May 2023, the Silver Sand Project obtained its environmental categorization as a proposed open pit operation from Bolivia's Ministry of Environment and Water, formally commencing the Environmental Impact Assessment Study ("EEIA") process. The Company continues to advance its socialization process with communities located within the Silver Sand Project's area of influence and collect wet and dry season environmental baseline data. In addition, the Company is establishing a development fund for sustainable development projects in partnership with local communities, demonstrating its long-term commitment to the region. After completion of the socialization process, the Company plans to achieve the following:

    • obtain surface rights through long-term land lease agreements;

    • finalize a resettlement and compensation plan for impacted families; and

    • implement measures to safeguard cultural and historical heritage.

      The Company is also pursuing compliance with the International Finance Corporation's eight performance standards for sustainable development. This aligns with the Company's commitment to responsible mining while providing the ancillary benefit of positioning the Silver Sand Project for development by the Company, or another party, upon successful completion of the EEIA process.

      Mining Production Contract

      On January 11, 2019, New Pacific announced that its 100% owned subsidiary, Empresa Minera Alcira S.A. ("Alcira"), entered into an MPC with COMIBOL granting Alcira the right to carry out exploration, development and mining production activities in ATEs and cuadriculas owned by COMIBOL adjoining the Silver Sand Project. An update to the MPC was made with COMIBOL on January 19, 2022. The MPC is comprised of two areas. The first area is located to the south and west of the Silver Sand Project. The second area includes additional geologically prospective ground to the north, east and south of the Silver Sand Project, wherein COMIBOL is expected to apply for exploration and mining rights with AJAM. Upon granting of the exploration and mining rights, COMIBOL will contribute these additional properties to the MPC.

      A portion of the MPC area contains approximately 10% of the mineral resource as part of the Silver Sand MRE Technical Report. Other than that, there are no known economic mineral deposits, nor any previous drilling or exploration discoveries within the remaining MPC area. The MPC presents an opportunity to explore and evaluate the possible extensions and/or satellites of mineralization outside of the currently defined Silver Sand Project.

      Since October 2023, the Company continues to engage with COMIBOL to obtain the ratification and approval of the signed MPC by the Plurinational Legislative Assembly of Bolivia. The Company and COMIBOL have refined the MPC to concentrate exclusively on claims immediately adjacent to the Silver Sand Project boundary. This streamlined landholding, while maintaining the core value of the MPC to the Silver Sand Project, is anticipated to facilitate progress towards ratification and approval of the MPC.

      The MPC remains subject to ratification and approval by the Plurinational Legislative Assembly of Bolivia. As of the date of this AIF, the MPC has not been ratified nor approved by the Plurinational Legislative Assembly of Bolivia. The Company cautions that there is no assurance that the Company will be successful in obtaining ratification of the MPC in a timely manner or at all, or that the ratification of the MPC will be obtained on reasonable terms. The Company cannot predict the Bolivia government's positions on foreign investment, mining concessions, land tenure, environmental regulation, community relations, taxation or otherwise. A change in the government's position on these issues could adversely affect the ratification of the MPC and the Company's business.

      Carangas Project

      In April 2021, the Company signed an agreement with a private Bolivian company to acquire a 98% interest in the Carangas Project. The Carangas Project is located approximately 180 km southwest of the city of Oruro and within 50 km from Bolivia's border with Chile. The private Bolivian company is 100% owned by Bolivian nationals and holds title to the three exploration licenses that cover an area of 40.75 km2.

      Under the agreement, the Company is required to cover 100% of the future expenditures on exploration, mining, development and production activities for the Carangas Project. The agreement has a term of 30 years and is renewable for another 15 years.

      The Company has carried out extensive exploration and resource definition drill programs on the Carangas Project between 2021 and 2023, completed a total of 81,145 m of diamond drilling in 189 holes during the period. On September 18, 2023, the Company filed its inaugural independent NI 43-101 technical report for the Carangas Project based on the results of these exploration programs. For more details on the Carangas MRE Technical Report, please refer to the Company's news releases dated September 5, 2023 and September 18, 2023 filed under the Company's profile on SEDAR+ at https://www.sedarplus.ca, with the SEC on EDGAR at https://www.sec.gov/edgar, and on the Company's website at https://www.newpacificmetals.com.

      On November 15, 2024, the Company announced the filing of the Carangas PEA Technical Report, prepared under contract with RPM in accordance with NI 43-101. Highlights of the Carangas PEA Technical Report are as follows:

    • Post-tax net present value ("NPV") (5%) of $501 million and IRR of 26% at a base case price of $24.00/oz silver, $1.25/lb

      zinc, and $0.95/lb lead;

      • NPV and IRR of $748 million and 34%, respectively, at $30/oz silver;

    • 16-year LOM, excluding 2-years of pre-production, producing approximately 106 Moz of payable silver, 620 Mlbs of payable zinc and 382 Mlbs of payable lead;

      • Payable silver production of approximately 8.5 Moz per year in years one through six; with LOM average silver production exceeding 6.5 Moz per year;

    • Initial capital costs of $324 million and a post-tax payback of 3.2 years;

    • Average LOM all-in sustaining cost ("AISC") of $7.60/oz silver, net of by-products; and

    • Approximately 500 direct permanent jobs to be created from the Carangas Project.

    For more details on the Carangas PEA Technical Report, please refer to the Company's news releases dated October 1, 2024 and November 15, 2024, and the Carangas PEA Technical Report filed under the Company's profile on SEDAR+ at https://www.sedarplus.ca, with the SEC on EDGAR at https://www.sec.gov/edgar, and on the Company's website at https://www.newpacificmetals.com.

    No additional drilling and advanced study are planned until the Company has increased confidence in the likelihood of successful permitting outcomes.

    Permitting

    After completing the Carangas PEA Technical Report, the Company intends to continue its efforts to secure the necessary permits for the Carangas Project. This is anticipated to include securing a comprehensive mine development agreement with the local community, converting the Company's exploration license into an AMC, completing an EEIA and obtaining legal certainty for the Carangas Project's location within 50 km of the Bolivian border with Chile.

    The Company is encouraged by the strong support from both the Oruro Department and the federal government in advancing the Carangas Project. Through Oruro Mining Task Force, the Government of Bolivia has passed a Ministerial Resolution outlining the AMC conversion process, with the Carangas Project set to become one of the large-scale projects to pursue this transition. The next step in the AMC process is to complete a successful Consulta Previa, demonstrating formal community consent of the proposed development plan at the Carangas Project, followed by the AMC application.

    On August 30, 2025, the Carangas community discussed the economic, environmental, and social impacts of the Carangas Project to their community during their community assembly meeting. At the end of the meeting, the Carangas community voted in favor of the Carangas Project and the presence of the Company in the community area to carry out permitting and development activities as a whole.

    Silverstrike Project

    The Silverstrike Project is located approximately 140 km southwest of La Paz, Bolivia. In December 2019, the Company signed a mining association agreement and acquired a 98% interest in the Silverstrike Project from a private Bolivian corporation that is owned 100% by Bolivian nationals and holds the title to the nine ATEs (covering an area of approximately 13 km2) that comprise the Silverstrike Project.

    Under the mining association agreement, the Company is required to cover 100% of future expenditures, including exploration, contingent on results of development and subsequent mining production activities at the Silverstrike Project. The agreement has a term of 30 years and is renewable for another 15 years.

    During 2020, the Company's exploration team completed reconnaissance and detailed mapping and sampling programs on the northern portion of the Silverstrike Project. The results to date identified near surface broad zones of silver mineralization in altered sandstones to the north, with similarities to that at the Silver Sand Project; and in the Silverstrike Project's central area, a near surface broad silver zone that occurs near the top of a 900 m diameter volcanic dome of ignimbrite (volcaniclastic sediments) units with intrusion of rhyolite dyke swarm and andesite flows; and a broad gold zone occurs half-way from the top of the dome.

    In 2022, the Company completed a 3,200 m drill program at the Silverstrike Project. Assay results for the two drill holes were released in the news releases dated November 1, 2022 and September 12, 2022 filed under the Company's profile on SEDAR+ at https://www.sedarplus.ca, with the SEC on EDGAR at https://www.sec.gov/edgar, and on the Company's website at https://www.newpacificmetals.com.

    Further exploration activities remain on standby as the Company focuses on the programs for the Silver Sand Project and Carangas Project, as outlined above.

    Frontier Area - Carangas and Silverstrike Projects

    The Carangas Project and the Silverstrike Project are located within 50 km of the Bolivian border with Chile. In line with many South American countries, Bolivia does not permit foreign entities to own property within 50 km of international borders (the "Frontier Area"). Property owners in the Frontier Area are, however, permitted to enter into mining association agreements with third parties, including foreign entities, for the development of mining activities under Bolivian Law No. 535 on Mining and Metallurgy. Although the Company believes the mining association agreements for the Carangas Project and the Silverstrike Project are legally compliant with the Frontier Area requirements and Bolivian mining laws, there is no assurance that the Company's Bolivian partners will be successful in obtaining the approval of AJAM to convert the exploration licenses to AMCs in the case of the Carangas Project, or that even if approved, that such relationships and structures will not be challenged by other Bolivian organizations or communities.

  3. ‌Significant Acquisitions

The Company made no significant acquisitions in its most recently completed financial year.

‌ITEM 4: DESCRIPTION OF THE BUSINESS
  1. ‌General

    Specialized Skill and Knowledge

    All aspects of the Company's business activities require specialized skills and knowledge. Such skills and knowledge include the fields of geology, mining, metallurgy, engineering, environment issues, permitting, social issues, and accounting. While competition in the resource mining industry has made it more difficult to locate and retain competent employees in such fields, the Company has been successful in finding and retaining experts for its key activities.

    Competitive Conditions

    Competition in the mineral exploration industry is intense. The Company competes with other mining companies, many of which have greater financial resources and technical facilities for the acquisition and development of mineral concessions, claims, leases and other interests, as well as for the recruitment and retention of qualified employees and consultants.

    Business Cycles

    The mining business is subject to mineral price and investment climate cycles. The marketability of minerals is also affected by worldwide economic and demand cycles. It is difficult to assess if the current commodity prices are long-term trends, and there is uncertainty as to the recovery, or otherwise, of the world economy. If global economic conditions weaken and commodity prices decline as a consequence, a continuing period of lower prices could significantly affect the economic potential of the Company's projects.

    Economic Dependence

    The Company's business is not substantially dependent on any contract such as a contract to a major part of its products or services or to purchase a major part of its requirements for goods, services or raw materials, or on any franchise, license or other agreement to use a patent, formula, trade secret, process or trade name upon which its business depends.

    Bankruptcy and Similar Procedures

    There is no bankruptcy, receivership or similar proceedings against the Company, nor is the Company aware of any such pending or threatened proceedings. There have not been any voluntary bankruptcy, receivership or similar proceedings by the Company within the three most recently completed financial years or currently proposed for the current financial year.

    Foreign Operations

    Our principal operations and assets are located in Bolivia. Our operations are exposed to various levels of political, economic, social and other risks and uncertainties. These risks and uncertainties include, but are not limited to, government regulations (or changes to such regulations) with respect to restrictions on production, export controls, income taxes, expropriation of property, repatriation of profits, environmental legislation, land use, water use, local ownership requirements and land claims of local people, regional and national instability and mine safety. The effect of these factors cannot be accurately predicted. See "Risk Factors".

    Reorganizations

    There have been no material reorganizations of the Company or its subsidiaries within the three most recently completed financial years nor any material reorganizations proposed for the current financial year.

    Social Policies

    The Board has adopted a written code of business conduct and ethics (the "Code"). A copy of the Code may be obtained by contacting the Company at the address on the cover of this AIF. Alternatively, a copy of the Code can be found on the Company's website at https://www.newpacificmetals.com. When proposed transactions or agreements in which directors or officers may have an interest, material or not, are presented to the Board, the directors are required to disclose any such interest and the persons who have such an interest are excluded from all discussion on the matter and are not permitted to vote on the proposal. All such interests in transactions or agreements involving senior Management are dealt with by the Board, regardless of apparent immateriality.

    Employees

    As at June 30, 2025, the Company had 36 employees.

  2. ‌Environmental, Social, and Governance

    The Company's core objectives are to be safe, efficient, and sustainable, and operate responsibly with the environment and cooperatively with the local communities. The Company strives to build a strong cooperative culture centered around our key values of respect, equality, and responsibility, and aim to deliver social and economic benefits while creating shareholder value.

    As a responsible miner, the Company is committed to integrating environmental, social, and governance factors into our business strategies and generating impactful changes in the communities in which the Company works and lives. Through the integration of ESG factors into our strategic planning, operations, and management, the Company is able to bring about sustainable economic, social, and environmental value to all stakeholders.

  3. ‌Risk Factors Mining Business

An investment in the Shares involves a significant degree of risk and ought to be considered a highly speculative investment. Shareholders of the Company may lose their entire investment. The market price of the Shares may be affected by many variables not directly related to the corporate performance of the Company, including the market in which it is traded, the strength of the economy generally, the availability and attractiveness of alternative investments and the breadth of the public market for its Shares. The effect of these and other factors on the market price of the Shares in the future cannot be predicted. The lack of an active public market could also have a material adverse effect on the price of the Shares.

In addition, risk factors identified in this AIF, as well as risks not currently known to the Company, could materially adversely affect the Company's future business, operations and financial condition and could cause actual results to differ materially from the estimates described in the forward-looking statements and information relating to the Company.

The Company is currently in the business of acquiring, exploring, and developing mineral properties and is exposed to a number of risks and uncertainties that are common to other mineral exploration companies in the same business. The following is a brief discussion of those factors which may have a material impact on, or constitute risk factors in respect of, the Company's future financial performance.

No Revenues or Ongoing Mining Operations

The Company is an exploration and development stage mining company that has no revenue from operations and no ongoing mining production of any kind. The Company has not developed or operated any mines and has no operating history upon which an evaluation of the Company's future success or failure can be made. The Company's ability to achieve and maintain profitable mining operations is dependent upon a number of factors, including the Company's ability to successfully obtain essential permits, build and operate mines, processing plants, and related infrastructure. The Company may not successfully establish mining operations or profitably produce metals at its properties. As such, the Company does not know if it will ever generate revenues.

Mineral Deposits Not Economic

The determination of whether any mineral deposits on the Company's mineral projects are economical is affected by numerous factors beyond the control of the Company. These factors include: (a) the metallurgy of the mineralization forming the mineral deposit; (b) market fluctuations for metal prices; (c) the proximity and capacity of natural resource markets and processing equipment; and (d) government regulations governing prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, and environmental protection.

Political and Economic Risks in Bolivia

The Company's projects are located in Bolivia and, therefore, the Company's current and future mineral exploration and mining activities are exposed to various levels of political, economic, and other risks and uncertainties. There has been a significant level of political and social unrest in Bolivia in recent years resulting from a number of factors, including Bolivia's history of political and economic instability under a variety of governments and high rate of unemployment.

The Company's exploration and development activities may be affected by changes in government, political instability, and the nature of various government regulations relating to the mining industry. Bolivia's fiscal regime has historically been favourable to the mining industry, but there is a risk that this could change. The Company cannot predict the government's positions on foreign investment, mining concessions, land tenure, environmental regulation, or taxation. A change in government positions on these issues could adversely affect the Company's business and/or its holdings, assets, and operations in Bolivia. Any changes in regulations or shifts in political conditions are beyond the control of the Company. Moreover, protestors and cooperatives have previously targeted foreign companies in the mining sector, and as a result there is no assurance that future social unrest will not have an adverse impact on the Company's operations. Labour in Bolivia is customarily unionized and there are risks that labour unrest or wage agreements may impact operations.

The Company's operations in Bolivia may also be adversely affected by economic uncertainty characteristic of developing countries. In addition, operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, currency remittance, income taxes, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use, and safety factors.

The MPC remains subject to ratification and approval by the Plurinational Legislative Assembly of Bolivia. As of the date of this AIF, the MPC has not been ratified nor approved by the Plurinational Legislative Assembly of Bolivia. The Company cautions that there is

no assurance that the Company will be successful in obtaining ratification of the MPC in a timely manner or at all, or that the ratification of the MPC will be obtained on reasonable terms. The Company cannot predict the new government's positions on foreign investment, mining concessions, land tenure, environmental regulations, community relations, taxation or otherwise.

Illegal, Artisanal and Small-Scale Mining

Illegal artisanal and small-scale miners ("ASMs") are present in Bolivia and a few ASMs have operated on the Silver Sand Project between 2023 and June 2025.

The Company has taken steps to address the presence of these illegal ASMs, including the commencement of formal legal proceedings in December 2023. In addition, on May 7, 2024, the Company successfully obtained an execution order (the "Order") from the AJAM for the reinstatement of its mining rights and is working closely with government authorities to enforce the Order. On June 25, 2025, through a formal judicial resolution process in Bolivia, the Departmental Court of Justice of La Paz granted an Amparo (a constitutional protection action) to the Company that provides the Silver Sand Project with immediate and long-term protection against any kinds of encroachment and illegal mining activities. Since July 1, 2025, the illegal ASMs' have stopped their mining activities and withdrawn from the Silver Sand Project area and the Company has successfully regained access to the area and established a temporary camp. Survey and inspection work has been performed in the area to measure the extent of the impact of the illegal ASMs' activities on the Silver Sand Project's mineral resources, preliminary results indicate the mineralized material extracted is not material.

Illegal ASMs' activities may recur and may present significant risks to the Company's operations, including the potential for disruptions, property damage, environmental degradation, and personal injuries, for which the Company could be held responsible. Illegal ASMs can also lead to road blockages, delays, and disputes over access to and development of the Company's mining projects, and such actions have limited the Company's ability to carry out certain activities at the Silver Sand Project. The Company, with the assistance of local communities, government authorities and external consultants, has taken measures to reduce the prevalence of the illegal ASMs.

Notwithstanding the Company's efforts to eliminate illegal ASMs activities, the Company also recognizes the importance of legal ASM Cooperatives ("CoOps") near the Silver Sand Project that do not encroach on our mineral rights and is establishing a framework to coexist with these non-encroaching CoOps. These non-encroaching CoOps are important to the region's economic and political landscape and the Company is committed to ensuring the shared benefits from a proposed modern mining operation, including access to milling capacity, technology, infrastructure, and capital, are realized. However, there can be no assurance that these measures will be effective in preventing future encroachment, illegal mining activities or conflict.

Community Relations and Social Licence to Operate

Mining companies are increasingly required to operate in a sustainable manner and to provide benefits to affected communities and there are risks associated with the Company failing to acquire and subsequently maintain a "social licence" to operate on its mineral properties. "Social licence" does not refer to a specific permit or licence, but rather is a broad term used to describe community acceptance of a company's plans and activities related to exploration, development or operations on its mineral projects.

The Company places a high priority on, and dedicates considerable efforts and resources toward, its community relationships and responsibilities. Despite its best efforts, there are factors that may affect the Company's efforts to establish and maintain social licence at any of its projects, including national or local changes in sentiment toward mining, evolving social concerns, changing economic conditions and challenges, and the influence of third-party opposition toward mining on local support. There can be no guarantee that social licence can be earned by the Company or if established, that social licence can be maintained in the long term, and without strong community support the ability to secure necessary permits, obtain project financing, and/or move a project into development or operation may be compromised or precluded. Delays in projects attributable to a lack of community support or other community-related disruptions or delays can translate directly into a decrease in the value of a project or into an inability to bring the Company's projects to, or maintain, production. The cost of measures and other issues relating to the sustainable development of mining operations may result in additional operating costs, higher capital expenditures, reputational damage, active community opposition (possibly resulting in delays, disruptions and stoppages), legal suits, regulatory intervention and investor withdrawal.

At the Carangas Project, although a majority of respondents expressed support at an August 30, 2025 community assembly meeting, there is no guarantee that sufficient community consent will be maintained to satisfy permitting requirements. A lack of sustained majority support may delay or prevent the Company from obtaining necessary permits or proceeding with development activities.

Frontier Area

The Carangas Project and the Silverstrike Project are located within 50 km of the Bolivian border with Chile. In line with many South American countries, Bolivia does not permit foreign entities to own property within 50 km of international borders. Property owners in the Frontier Area are, however, permitted to enter into mining association agreements with third parties, including foreign entities, for the development of mining activities under Bolivian Law No. 535 on Mining and Metallurgy. While the Company believes the mining association agreements for the Carangas Project and the Silverstrike Project are legally compliant with the Frontier Area

requirements and Bolivian mining laws, there is no assurance that the Company's Bolivian partners will be successful in obtaining the approval of AJAM to convert the exploration licenses to AMC in the case of the Carangas Project, or that even if approved, that such relationships and structures will not be challenged by other Bolivian organizations or communities.

Acquisition and Maintenance of Permits and Government Approvals

Exploration and development of, and production from, any deposit at the Company's mineral projects require permits from various government authorities. There can be no assurance that any required permits will be obtained in a timely manner or at all, or that they will be obtained on reasonable terms. Delays or failure to obtain, expiry of, or a failure to comply with the terms of such permits could prohibit development of the Company's mineral projects and have a material adverse impact on the Company.

While the Company believes the contractual relationships and the structures it has in place with private Bolivian companies owned 100% by Bolivian nationals for the Silverstrike Project and the Carangas Project are legally compliant with Bolivian laws related to the Frontier Areas, there is no assurance that the Company's Bolivian partner will be successful in obtaining approval of AJAM to convert the exploration licenses to AMCs in the case of Carangas Project, or that even if approved, that such contractual relationship and structure will not be challenged by other Bolivian organizations or communities.

The Company's current and future operations, including development activities and commencement of production, if warranted, require permits from government authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety, and other matters. Companies engaged in property exploration and the development or operation of mines and related facilities generally experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations, and permits. The Company cannot predict if all permits which it may require for continued exploration, development, or construction of mining facilities and conduct of mining operations will be obtainable on reasonable terms, if at all. Time delays and associated costs related to applying for and obtaining permits and licenses may be prohibitive and could delay planned exploration and development activities. Failure to comply with or any violations of the applicable laws, regulations, and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions.

At the Carangas Project, permitting progress remains contingent on community consent and broader political support, including national recognition of the Carangas Project's proposed "State of Necessity" designation and approval of the AMC application. However, there is no assurance that these efforts will be successful or that legislative or administrative processes will progress in a timely manner. Delays related to community engagement, evolving political dynamics, or lack of national-level support may adversely affect the Company's ability to obtain necessary permits and move forward with development activities.

Parties engaged in mining operations may be required to compensate those impacted by mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations, and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company's operations and cause increases in capital expenditures or production costs, or reduction in levels of production at producing properties, or require abandonment or delays in the development of new mining properties.

Operations and Exploration Subject to Governmental Regulations

The Company's operations and exploration and development activities are subject to extensive laws and regulations governing various matters, including: (a) environmental protection; (b) management and use of toxic substances and explosives; (c) management of natural resources; (d) management of tailings and other wastes; (e) mine construction; (f) exploration, development of mines, production and post-closure reclamation; (g) exports; (h) price controls; (i) taxation and mining royalties; (j) regulations concerning business dealings with indigenous groups; (k) labour standards and occupational health and safety, including mine safety; and (l) historic and cultural preservation. Failure to comply with applicable laws and regulations may result in civil or criminal fines or penalties or enforcement actions, including orders issued by regulatory or judicial authorities, enjoining or curtailing operations, or requiring corrective measures, installation of additional equipment, or remedial actions, any of which could result in the Company incurring significant expenditures. The Company may also be required to compensate private parties suffering loss or damage by reason of a breach of such laws, regulations, or permitting requirements. It is also possible that future laws and regulations, or a 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 exploration activities, if any, and delays in the development of the Silver Sand Project.

The Company conducts operations in Bolivia. The laws of Bolivia differ significantly from those of Canada and all such laws are subject to change. Mining is subject to potential risks and liabilities associated with environment and disposal of waste products occurring as a result of mineral exploration and production.

Failure to comply with applicable laws and regulations may result in enforcement actions and may also include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations may

be required to compensate those suffering loss or damage by reason of mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws and regulations.

New laws and regulations, amendments to existing laws and regulations, administrative interpretation of existing laws and regulations, or more stringent enforcement of existing laws and regulations could have a material adverse impact on future cash flow, results of operations and the financial condition of the Company.

While the Company believes the contractual relationships and the structures it has in place with private Bolivian companies owned 100% by Bolivian nationals for the Silverstrike Project and the Carangas Project are, or in the case of the Carangas Project, will be certified as, once approved by the AJAM, legally compliant with Bolivian laws related to the Frontier Area, there is no assurance that:

(i) Minera Granville S.R.L. ("Granville") will be successful in obtaining approval of the mining association agreement from AJAM in the case of the Carangas Project or the conversion of the exploration licenses to AMCs in the case of the Carangas Project, or (ii) such contractual relationships and structures will not be challenged by other Bolivian organizations or communities.

Impact of Environmental Laws and Regulations

The Company's mineral projects are subject to regulation by governmental agencies under various environmental laws. These laws address emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species, and reclamation of lands disturbed by mining operations. Compliance with environmental laws and regulations may require significant capital outlays on behalf of the Company and may cause material changes or delays in the Company's intended activities. There can be no assurance that future changes in environmental regulations will not adversely affect the Company's business, and it is possible that future changes in these laws or regulations could have a significant adverse impact on some portion of the Company's business, causing the Company to re-evaluate those activities at that time.

Obstacles Implementing Capital Expenditure Projects

The Company's mineral projects are subject to a number of risks that may make it less successful than anticipated, including: (a) delays or higher than expected costs in implementing recommendations contained in the Silver Sand PFS Technical Report or other technical reports that may be prepared for the Company's mineral projects; (b) negative technical results and/or technical results that fail to deliver the required returns to render the ongoing development of the Silver Sand Project or the Company's other mineral projects; (c) delays in receiving environmental permits and/or social licenses; (d) delays in receiving construction and operating permits; (e) delays or higher than expected costs in obtaining the necessary equipment or services to build and operate the Silver Sand Project and the Company's other mineral projects; and (f) adverse mining conditions may delay and hamper the ability of the Company to produce the expected quantities of minerals.

General Market Events and Conditions

The unprecedented events in global financial markets in the past several years, exacerbated by outbreaks of epidemics or pandemics and other global crises, have had a profound impact on the global economy. Many industries, including the mining industry, are impacted by these market conditions. Some of the key impacts of the current financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations, high volatility in global equity, commodity, foreign exchange and precious metal markets, and a lack of market liquidity. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates, and tax rates may adversely affect the Company's business and industry. A number of issues related to economic conditions could have a material adverse effect on financial condition and results of operations of the Company, specifically: (a) the global credit/liquidity crisis could impact the cost and availability of financing and the Company's overall liquidity; (b) the volatility of metal prices would impact the revenues, profits, losses and cash flow of the Company; (c) continued recessionary pressures could adversely impact demand for the production from the Company's mineral projects, if any; and (d) volatile energy, commodity and consumables prices and currency exchange rates would impact the Company's production costs, if any.

Evolving Foreign Trade Policies

New tariffs and evolving trade policy between the United States and other countries, including China, Bolivia and Canada, may have an adverse effect on the Company's business and results of operations. There is currently significant uncertainty about the future relationship between the United States and various other countries, including China, Bolivia, and Canada, with respect to trade policies, treaties, government regulations and tariffs. Any increased restrictions or disruptions on international trade or significant increases in tariffs on goods could potentially disrupt the Company's existing supply chains and impose additional costs on the Company's business.

Although management has determined that there have been no material effects to date on its operations regarding these developments, management cannot predict future potentially adverse developments in the political climate involving China, Canada the United States and Bolivia and thus these may have an adverse and material impact in the future on the Company's operations and financial performance.

No Known Commercial Mineral Deposits

Neither the Silver Sand Project nor any of the Company's other mineral projects currently contain known amounts of commercial mineral deposits. The Company's program is exploratory only and there is no certainty that the expenditures to be made by the Company will result in the development of any commercial mineral deposits.

Changes in Market Price of Metals

The potential of the Company's mineral projects to be economically mined is significantly affected by changes in the market price of metals. The market price of metals is volatile and is impacted by numerous factors beyond the control of the Company, including:

(a) expectations with respect to the rate of inflation; (b) the relative strength of the U.S. dollar and certain other currencies; (c) interest rates; (d) global or regional political or economic conditions; (e) supply and demand for jewelry and industrial products containing metals; and (f) sales by central banks, other holders, speculators, and producers of gold and other metals in response to any of the above factors. A decrease in the market price of metals could make it difficult or impossible to finance the exploration or development of the Company's mineral projects or cause the Company to determine that it is impractical to continue development of such projects, which would have a material adverse effect on the financial condition and results of operations of the Company. There can be no assurance that the market price of metals will not decrease.

Mining Operations May Not be Established or Profitable

The Company has no history of production and the Company's mineral projects are currently in the exploration stage. The future development of the Company's mineral projects will require additional financing, permits, design, construction, processing plant, and related infrastructure. As a result, the Company will be subject to all of the risks associated with establishing new mining operations and business enterprises, including: (a) the timing and cost, which will be considerable, of obtaining all necessary permits including environmental, construction, and operating permits; (b) the timing and cost, which will be considerable, of the construction of mining and processing facilities; (c) the availability and costs of skilled labour, power, water, transportation, and mining equipment; (d) the availability and cost of appropriate smelting and/or refining arrangements; (e) the need to obtain necessary environmental and other governmental approvals and permits, and the timing of those approvals and permits; and (f) the availability of funds to finance construction and development activities.

It is common in new mining operations to experience unexpected problems and delays during permitting, construction, development, and mine start-up. In addition, delays in the commencement of mineral production often occur, and once commenced, the production of a mine may not meet expectations or the estimates set forth in feasibility or other studies. Accordingly, there are no assurances that the Company will successfully establish mining operations or become profitable.

Estimates of Mineralization Figures

The mineralization figures presented in the Silver Sand PFS Technical Report are based upon estimates made by qualified persons. These estimates are imprecise and depend upon interpretation of geologic formations, grade, and metallurgical characteristics and upon statistical inferences drawn from drilling and sampling analysis, any or all of which may prove to be unreliable. Material changes in mineral resources or mineral reserves, grades, stripping ratios, or recovery rates may affect the economic viability of any project. Estimates can also be affected by such factors as environmental permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations, and work interruptions. There can be no assurance that: (a) the estimates made by qualified persons upon which the mineralization figures presented in the Silver Sand PFS Technical Report are based will be accurate; (b) mineral resource or other mineralization figures will be accurate; or (c) this mineralization could be mined or processed profitably.

Mineralization estimates for the Silver Sand Project may require adjustments or downward revisions based upon further exploration or development work or the outcome of the MPC ratification and approval by the Plurinational Legislative Assembly of Bolivia. It is possible that the following may be encountered: unusual or unexpected geologic formations or other geological or grade problems, unanticipated changes in metallurgical characteristics and silver recovery, and unanticipated ground or earth conditions. If mining operations are commenced, the grade of mineralization ultimately mined, if any, may differ from that indicated by drilling results. Estimates of mineral recovery rates used in mineral reserve and mineral resource estimates are uncertain and there can be no assurance that mineral recovery rates in small scale tests will be duplicated in large scale tests under on-site conditions or in production scale.

Mining is Inherently Dangerous

The business of mining is subject to a number of risks and hazards including environmental hazards, industrial accidents, labour disputes, cave-ins, pit wall failures, flooding, fires, rock bursts, explosions, power outages, periodic interruptions due to inclement or hazardous weather conditions, and other acts of God or unfavourable operating conditions. Such risks could result in damage to, or destruction of, mineral properties or processing facilities, personal injury or death, loss of key employees, environmental damage, delays in mining, increased production costs, monetary losses, and possible legal liability.

Where considered practical to do so, the Company will maintain insurance against risks in the operation of its business in amounts which it believes to be reasonable. Such insurance, however, contains exclusions and limitations on coverage. There can be no assurance that such insurance will continue to be available, will be available at economically acceptable premiums, or will be adequate to cover any resulting liability. In some cases, coverage is not available or is considered too expensive relative to the perceived risk. The Company may suffer a material adverse effect on its business if it incurs losses related to any significant events that are not covered sufficiently or at all by its insurance policies.

Financing

The continuing development of the Company's mineral projects will depend upon the Company's ability to obtain financing on reasonable terms. There is no assurance the Company will be successful in obtaining the required financing. The failure to obtain such financing could have a material adverse effect on the Company's results of operations and financial condition.

Competition

The mining industry is intensely competitive. The Company will compete with other mining companies, many of which have greater financial resources for the acquisition of mineral claims and concessions, as well as for the recruitment and retention of qualified employees. Increased competition could adversely affect the Company's ability to attract necessary capital funding.

Specialized Skill and Knowledge

All aspects of the Company's business activities require specialized skills and knowledge. Such skills and knowledge include the fields of geology, mining, metallurgy, engineering, environment issues, permitting, social issues, and accounting. While competition in the resource mining industry has made it more difficult to locate and retain competent employees in such fields, the Company has been successful in finding and retaining experts for the majority of its key activities in the past.

Environmental Protection

The Company is currently in compliance with all material environmental regulations applicable to its exploration, development, construction and operating activities. The financial and operational effects of environmental protection requirements on capital expenditures, earnings and non-capital expenditures during the most recently completed financial year were not material.

Title to Mineral Properties

Establishing title to mineral properties is a very detailed and time-consuming process. Title to the area of mineral properties may be disputed. While the Company has investigated title to all of its mineral claims and, to the best of its knowledge, title to all of its properties are in good standing, the Company's mineral properties may be subject to prior unregistered agreements or transfers and title may be affected by such undetected defects. There may be valid challenges to the title of the Company's properties which, if successful, could impair exploration, development and/or operations. The Company's mineral properties may be subject to indigenous land claims, prior unregistered agreements or transfers and title may be affected by undetected defects. The Company cannot give any assurance that title to its properties will not be challenged. None of the Company's mineral properties have been surveyed, and the precise location and extent thereof may be in doubt.

Conflicts of Interest

Certain officers and directors of the Company are also directors, officers, employees, consultants or shareholders of other companies that are engaged in the business of acquiring, developing, and exploiting natural resource properties. Such associations may give rise to conflicts of interest from time to time. Such a conflict poses the risk that the Company may enter into a transaction on terms which place the Company in a worse position than if no conflict existed. The directors are required by law to act honestly and in good faith with a view to the best interest of the Company, and to disclose any interest which they may have in any project or opportunity of the Company. However, each director has a similar obligation to other companies for which such director serves as an officer or director. If a conflict of interest arises at a meeting of the Board, any director in a conflict will disclose his/her interest and abstain from voting on such matter. In determining whether or not the Company will participate in any project or opportunity, the Board will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

Internal control over financial reporting as per the requirements of the Sarbanes-Oxley Act

Management of the Company is responsible for establishing and maintaining an adequate system of internal control over financial reporting, and used the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") to evaluate, with the participation of the CEO and CFO, the effectiveness of internal controls. The Company's internal control over financial reporting includes:

  • maintaining records, that in reasonable detail, accurately and fairly reflect our transactions and dispositions of the assets of the Company;

  • providing reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements in accordance with generally accepted accounting principles;

  • providing reasonable assurance that receipts and expenditures are made in accordance with authorizations of management and the directors of the Company; and

  • providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a

material effect on the Company's consolidated financial statements would be prevented or detected on a timely basis.

Based on this evaluation, management concluded that the Company's internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by COSO was effective as of June 30, 2025 and provided a reasonable assurance of the reliability of the Company's financial reporting and preparation of the financial statements.

No matter how well a system of internal control over financial reporting is designed, any system has inherent limitations. Even systems determined to be effective can provide only reasonable assurance of the reliability of financial statement preparation and presentation. Also, controls may become inadequate in the future because of changes in conditions or deterioration in the degree of compliance with the Company's policies and procedures.

The failure to achieve and maintain the adequacy of our internal control over financial reporting on a timely basis could result in the loss of investor confidence in the reliability of the financial statements, which in turn could harm the business and negatively impact the trading price of shares or market value of other securities. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm the operating results or cause to fail to meet the reporting obligations. There can be no assurance that the Company will be able to remediate material weaknesses, if any, identified in future periods, or maintain all of the controls necessary for continued compliance, and there can be no assurance that the Company will be able to retain sufficient skilled finance and accounting personnel, especially in light of the increased demand for such personnel among publicly traded companies. Future acquisitions of companies may provide the Company with challenges in implementing the required processes, procedures and controls in the acquired operations. Acquired companies may not have disclosure controls and procedures or internal control over financial reporting that are as thorough or effective as those required by securities laws currently applicable to the Company.

Anti-Corruption and Anti-Bribery Laws

The Company's operations are governed by, and involve interactions with, various levels of government in foreign countries. The Company is required to comply with anti-corruption and anti-bribery laws, including the Corruption of Foreign Public Officials Act (Canada) and the United States Foreign Corrupt Practices Act and similar laws in Bolivia and other jurisdictions in which it operates. In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment to companies convicted of violating anti-corruption and anti-bribery laws. A company may be found liable for violations by not only its employees, but also by its contractors and third-party agents. The Company's internal procedures and programs may not always be effective in ensuring that it, its employees, contractors or third-party agents will comply strictly with all such applicable laws. If the Company becomes subject to an enforcement action or is found to be in violation of such laws, this may have a material adverse effect on the Company's reputation, result in significant penalties or sanctions, and have a material adverse effect on the Company's operations.

Outcome of Future Litigation or Regulatory Actions

Due to the nature of its business, the Company may be subject to regulatory investigations, claims, lawsuits and other proceedings in the ordinary course of its business. The results of these legal proceedings cannot be predicted with certainty due to the uncertainty inherent in litigation, including the discovery of evidence process, the difficulty of predicting decisions of judges and juries and the possibility that decisions may be reversed on appeal. There can be no assurances that these matters will not have a material adverse effect on the Company's business.

No assurance can be given with respect to the ultimate outcome of future litigation or regulatory proceedings, and the amount of any damages awarded or penalties assessed in such a proceeding could be substantial. In addition to monetary damages and penalties, the allegations made in connection with the proceedings may have a material adverse effect on the reputation of the Company and may impact its ability to conduct operations in the normal course.

Litigation and regulatory proceedings also require significant resources to be expended by the directors, officers and employees of the Company and as a result, the diversion of such resources could materially affect the ability of the Company to conduct its operations in the normal course of business. Significant fees and expenses may be incurred by the Company in connection with the investigation and defense of litigation and regulatory proceedings. The Company may also be obligated to indemnify certain directors, officers, employees and experts for additional legal and other expenses pursuant to such proceedings, which additional costs may be substantial and could have a negative effect on the Company's future operating results. The Company may be able to recover certain costs and expenses incurred in connection with such matters from its insurer. However, there can be no assurance regarding when or if the insurer will reimburse the Company for such costs and expenses.

Bringing actions and enforcing judgments under U.S. securities laws

Investors in the U.S. or in other jurisdictions outside of Canada may have difficulty bringing actions and enforcing judgments against the Company, its directors, its executive officers and some of the experts named in this AIF based on civil liabilities provisions of the

U.S. federal securities laws, other laws in the U.S. state(s) in or the equivalent laws of other jurisdictions of residence.

Foreign Currency Exchange Fluctuations

Operations in Bolivia are subject to foreign currency exchange fluctuations. The Company raises its funds through equity issuances which are priced in Canadian dollars, and the majority of the exploration costs of the Company are denominated in U.S. dollars and/or the Bolivian boliviano. The Company may suffer losses due to adverse foreign currency fluctuations. The Company does not actively hedge against foreign currency fluctuations.

Dependence on Certain Key Personnel

The Company is highly dependent upon its senior management and other key personnel, and the loss of any such individuals could have a materially adverse effect on the business of the Company. In addition, there can be no assurance that the Company will be able to maintain the services of its officers or other key personnel required in the operation of the business. Failure to retain these individuals could adversely impact the Company's business and prospects.

Recent and Current Market Conditions

Over recent years worldwide securities markets, including those in the U.S. and Canada, have experienced a high level of price and volume volatility. Accordingly, the market price of securities of many mining companies, particularly those considered exploration or development-stage companies, have experienced unprecedented shifts and/or declines in price which have not necessarily been related to the underlying asset values or prospects of such companies. As a consequence, despite the Company's past success in securing equity financing, market forces may render it difficult or impossible for the Company to secure investors to participate in new share issues at an attractive price for the Company, or at all. Therefore, there can be no assurance that significant fluctuations in the trading price of the Shares will not occur, or that such fluctuations will not have a material adverse impact on the Company's ability to raise equity funding.

Dividends

To date, the Company has not paid dividends on any of its Shares and the Company is not required to pay any dividends on the Shares in the foreseeable future. Any decision to pay dividends will be made on the basis of the Company's earnings, financial requirements and other conditions.

Company Risk Economic factors affecting the Company

Many industries, including the mining industry, are impacted by market conditions. Some of the key impacts of the recent financial market turmoil include emerging risks relating to the contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign exchange and precious metals markets, and a lack of market liquidity. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates, and tax rates may adversely affect the Company's growth and profitability. Specifically: the volatility of silver, lead and zinc prices may impact the Company's revenues, profits, losses and cash flow; volatile energy prices, commodity and consumable prices and currency exchange rates would impact the Company's production costs; and the devaluation and volatility of global stock markets may impact the valuation of the Company's equity and other securities. These factors could have a material adverse effect on the Company's financial condition and results of operations.

Loss of Investment Risk

An investment in the Company is speculative and may result in the loss of a substantial portion of an investor's investment. Only potential investors who are experienced in high-risk investments and who can afford to lose a substantial portion of their investment should consider an investment in the Company.

No Guaranteed Return

There is no guarantee that an investment in the Company will earn any positive return in the short term or long term.

Cybersecurity Risks

The Company is subject to cybersecurity risks including unauthorized access to privileged information, destroy data or disable, degrade or sabotage our systems, including through the introduction of computer viruses. Although we take steps to secure our configurations and manage our information system, including our computer systems, internet sites, emails and other

telecommunications, and financial/geological data, there can be no assurance that measures we take to ensure the integrity of our systems will provide protection, especially because cyberattack techniques used change frequently or are not recognized until successful. The Company has not experienced any material cybersecurity incident in the past, but there can be no assurance that the Company would not experience in the future. If our systems are compromised, do not operate properly or are disable, we could suffer financial loss, disruption of business, loss of geology data which could affect our ability to conduct effective mine planning and accurate mineral resources estimates, loss of financial data which could affect our ability to provide accurate and timely financial reporting.

‌ITEM 5: MINERAL PROPERTY

As at June 30, 2025, the Company considers the Silver Sand Project and Carangas Project to be its material properties for the purposes of NI 43-101.

  1. ‌Silver Sand Project Current Technical Report

    The current technical report for the Silver Sand Project is the Silver Sand PFS Technical Report. The Silver Sand PFS Technical Report supersedes all prior technical reports relating to the Silver Sand Project. The qualified persons (as defined in NI 43-101) ("QP") for the Silver Sand PFS Technical Report are the Silver Sand PFS Technical Report Authors. The Silver Sand PFS Technical Report was prepared in accordance with the requirements of NI 43-101 for filing on SEDAR+.

    The disclosure set out below regarding the Silver Sand Project is based on, without material modification or revision, the disclosure in the Silver Sand PFS Technical Report unless otherwise indicated. The Silver Sand PFS Technical Report is available for review under the Company's SEDAR+ profile at https://www.sedarplus.ca The Silver Sand PFS Technical Report contains more detailed information and qualifications than are set out below and readers are encouraged to review the Silver Sand PFS Technical Report. This summary is subject to all of the assumptions, information and qualifications set forth therein.

    Property description and ownership

    The Silver Sand Project is situated in the Colavi District of Potosí Department in southwestern Bolivia, 33 km north-east of Potosí city, the department capital. The approximate geographic centre of the Silver Sand Project is 19°22' 4.97" S latitude and 65°31' 22.93" W longitude at an elevation of 4,072 m above sea level ("masl").

    The Silver Sand Project consists of multiple types of tenure under a consolidated AMC covering an area of 3.1656 km2 and is held through New Pacific's 100% owned subsidiary Alcira. The AMC is valid for 30 years and can be extended for an additional 30 years. In addition, New Pacific has acquired a 100% interest in three continuous mineral concessions called Jisas, Jardan and El Bronce originally owned by third party private entities. These three concessions were converted to two AMCs covering an area of 2.25 km2. The total area under full control of the Company is 5.42 km2. The following table 5.1.1 summarizes the Silver Sand Project mineral tenure.

    Table 5.1.1 Mineral Tenure controlled by New Pacific

    National registry

    Name

    Concession type

    Size of in km2

    Titleholder

    Duration

    1-05-1500055-0001-21

    Arena De Plata

    AMC

    3.17

    Empresa Minera Alcira S.A.

    30 years from

    February 14, 2020

    1-05-1500410-0094-22

    Jisasjardan

    AMC

    1.75

    Empresa Jisas -

    Jardan SRL

    30 years from

    December 4, 2020

    1-05-1501194-0093-22

    Bronce

    AMC

    0.5

    Empresa El

    Cateador SRL

    30 years from

    January 15, 2021

    Totals

    5.42

    In addition, through Alcira, New Pacific entered into a MPC with COMIBOL on 11 January 2019 and an updated MPC was entered with COMIBOL on 19 January 2022 which covers 12 ATEs and 196 cuadriculas for an area of approximately 55 km2 that surround and overlap the Silver Sand core area. The Company continues to engage with COMIBOL, to obtain the ratification and approval of the signed MPC at the Silver Sand Project by the Plurinational Legislative Assembly of Bolivia. The Company and COMIBOL have refined the MPC workplan to concentrate exclusively on claims immediately adjacent to the Silver Sand Project boundary. This streamlined landholding, while maintaining the core value of the MPC to the Silver Sand Project, is anticipated to facilitate progress towards ratification and approval of the MPC. For COMIBOL to obtain mining rights over such areas, AJAM will have to grant them by way of AMCs or Exploration Licenses in accordance with Bolivian mining laws. In addition, the MPC must be ratified by the Congress of Bolivia to be valid and enforceable.

    Once the MPC has been ratified by Congress, the MPC with COMIBOL will be valid for 15 years which may be automatically renewed for an additional 15-year term and potentially, subject to submission of an acceptable work plan, for an additional 15-year term for a total of 45 years.

    In May 2023, the Silver Sand Project obtained its environmental categorization as a proposed open pit operation from Bolivia's Ministry of Environment and Water, formally commencing the EEIA process. The Company continues to advance its socialization process with communities located within the Silver Sand Project's area of influence and collect wet and dry season environmental baseline data. In addition, the Company is establishing a development fund for sustainable development projects in partnership with local communities, demonstrating its long-term commitment to the region. After completion of the socialization process, the Company plans to achieve the following:

    • obtain surface rights through long-term land lease agreements;

    • finalize a resettlement and compensation plan for impacted families; and

    • implement measures to safeguard cultural and historical heritage.

Accessibility, climate, local resources, infrastructure and physiography

The Silver Sand Project is located approximately 36 km north-east of the Cerro Rico de Potosí silver and base metal mine, 46 km south-west of the city of Sucre, and 33 km north-east of the city of Potosí.

The Silver Sand Project is accessed from Sucre and Potosí by travelling along a paved highway to the community of Don Diego, and then north from Don Diego along a 27 km, maintained all-weather gravel road. Don Diego is accessed by driving 129 km to southwest from Sucre, or 29 km to the north-east from Potosí along paved Highway 5.

The Silver Sand Project is situated approximately within the central section of the Cordillera Oriental of Bolivia and consists of rolling hills with elevations ranging from 3,900 to 4,100 masl. Due to the high elevation, the Silver Sand Project area has a cold, semi-arid desert climate despite the region's location approximately 19 degrees south of the equator.

The region experiences a rainy season in the warmer summer months from December to mid-April which contributes approximately 80% of the average annual precipitation of 393 millimetres ("mm"). The driest period is from May to August with very little precipitation. Overall, the climate is mild and is amendable to year-round mining. Vegetation on the Silver Sand Project is poorly developed and mainly consists of sparsely scattered low grasses and shrubs. In valleys below 4,000 m elevation, some eucalyptus trees are grown. Animals such as alpacas, llamas, vicunas, and guanacos are common in the Cordillera Oriental.

Geological setting and mineralization

The Silver Sand Project is located in the south section of the polymetallic silver-tin belt in the Eastern Cordillera of the Central Andes, Bolivia. The oldest rocks observed within the Silver Sand Project comprise Ordovician to Silurian marine, clastic sediments which have been intensely folded and faulted.

Bedrock in the Silver Sand Project area mainly consists of weakly deformed Cretaceous continental sandstone, siltstone, and mudstone and the strongly deformed Paleozoic marine sedimentary rocks. The Cretaceous sedimentary sequence forms an open syncline which plunges gently NNW and is bounded to the SW and NE by NW trending faults.

The Cretaceous sedimentary sequence within the Silver Sand Project is divided into the lower La Puerta Formation and the upper Tarapaya Formation. The La Puerta Formation consists of sandstones and unconformably overlies the highly folded Paleozoic marine sedimentary rocks. The Tarapaya Formation conformably overlies the La Puerta sandstones in the central part of the Silver Sand Project and comprises siltstones and mudstones intercalated with minor sandstone.

Both the Cretaceous and Paleozoic sedimentary sequences are intruded by numerous small Miocene subvolcanic dacitic porphyry intrusions.

The Silver Sand Project exhibits a variety of geometries and morphology of the mineralized bodies which are controlled and hosted by local structures of tectonic transfer nature. Some are evident in outcrops, but the best examples are observed in drill cores and in underground workings. Mineralized structures usually appear as steps-overs developed between two neighbouring fault / vein segments that exhibit an echelon arrangement and may or may not be connected by lower-ranking faults / vein. These types of structures are of fractal type, which implies that they repeat their geometry, regardless of the observation scale, in arrangements of sigmoid (jogs), echelon, subparallel stepped, relay, horsetails, and extensional nets (swarms).

11 mineralized prospects have been identified across the Silver Sand Project to date. These include the Silver Sand deposit and the El Fuerte, San Antonio, Aullagas, Snake Hole, Mascota, Esperanza, North Plain, Jisas, Jardan, El Bronce, occurrences. Silver Sand, Snake Hole, Jisas, El Bronce, Aullagas, Mascota and Esperanza have been tested by drilling. Another nine prospects were defined by rock chip and grab sampling of ancient and recent artisanal mine workings and dumps and remain to be drill tested. Exploration results from surface outcrops and underground workings defined a silver mineralized belt 7.5 km long and 2 km wide.

At the Silver Sand deposit mineralization has been traced for more than 2,000 m along strike, to a maximum width of about 680 m and a dip extension of more than 250 m.

Four mineralization styles have been recognized in the Silver Sand Project, and these in order of importance are: (1) sandstone-hosted silver mineralization, (2) porphyritic dacitic-hosted silver mineralization, (3) diatream breccia-hosted silver mineralization, and (4) manto-type tin and base metal mineralization.

The mineralization in the Silver Sand Project comprises silver-containing sulphosalts and sulphides occurring within sheeted veins, stockworks, veinlets, breccia infill and disseminated within host rocks. The most common silver-bearing minerals include freibergite [(Ag,Cu,Fe)12(Sb,As)4S13], miargyrite [AgSbS2], polybasite [(Ag,Cu)6(Sb,As)2S7] [Ag9CuS4], bournonite [PbCuSbS3] (some lattices of copper may be replaced by silver), andorite [PbAgSb3S6], and boulangerite [Pb5Sb4S11] (some lattices of lead may be replaced by silver). Most silver mineralization is hosted in La Puerta sandstone units with minor amounts in porphyritic dacite and diatreme breccia.

Silver mineralization is hosted by faults, fractures, fissures, and crackle breccia zones in the Cretaceous La Puerta (brittle) sandstone and porphyritic dacitic dikes, laccolith, and stocks. In the mineralized sandstone, open spaces are filled with silver-containing sulphosalts and sulphides in forms of sheeted veins, stockworks, and veinlets, as well as breccia fillings and minor disseminations. Most silver mineralization in the Silver Sand Project is structurally controlled with secondary rheological controls. The intensity of mineralization is dependent on the frequency of various mineralized vein structures developed in the brittle host rocks.

Silver and base metal mineralization in the Silver Sand Project was formed during the regional uplifting and erosion process associated with the Tertiary orogenic events in the Eastern Cordillera. The genetic model of silver and tin mineralization in the Silver Sand Project is a magmatic-hydrothermal system related to a deep-seated magmatic centre.

Exploration

Since October 2017, New Pacific has carried out an extensive property-scale reconnaissance investigation program by surface and underground sampling of the mineralization outcrops and the accessible ancient underground mine workings across the Silver Sand Project.

1,046 rock chip samples were collected from 35 separate outcrops by New Pacific. Continuous chip samples were collected at 1.5 m intervals along lines roughly perpendicular to the strike direction of the mineralization zones. Sample lines covered a total length of 2,863 m. Most of the sampled outcrops are located above or near old mine workings.

New Pacific has also mapped and sampled 65 historical mine workings comprising 5,780 m of underground tunnels. A total of 1,171 continuous chip samples has been collected at 1 - 2 m intervals along walls of available tunnels that cut across the mineralized zones.

Mine dumps from historical mining activities are scattered across a significant portion of the Silver Sand Project. New Pacific has collected a total of 1,408 grab samples from historical mine dumps. The majority of samples collected were remnants of high-grade narrow veins extracted from underground mining activity. Of the 1,408 samples collected from historical mine dumps to date, 439 samples (31%) returned assay results between 30 and 3,290 g/t Ag with an average grade of 194 g/t Ag.

Assay results of underground chip samples and surface mine dump grab samples show that silver mineralization widely occurs in the wall rocks of the previously mined-out high-grade veins in the abandoned ancient underground mining works.

Drilling

From October 2017 to July 2022, New Pacific conducted intensive diamond drilling programs on the Silver Sand Project totaling 139,920 m in 564 drillholes. A total of 523 HQ diamond holes for a total metreage of 128,074 m was drilled over the Silver Sand core area to define the mineralization. After drilling specific exploration targets, holes were drilled on a 50 m x 50 m grid to delineate the spatial extensions of the major mineralized zones. This was followed up by drilling on a nominal 25 x 25 m grid, infilling defined areas of mineralization. Drilling was halted during 2020 and part 2021 due to COVID-19 protocols and recommenced later in 2021.

All holes were drilled from the surface. Drillholes were drilled up to 545 m deep at inclinations between -45° and -80° towards azimuths of 060° (~NE) and 220° (~SW) to intercept the principal trend of mineralized vein structures perpendicularly.

The drilling programs have covered an area of approximately 1,600 m long in the north-south direction and 800 m wide in the east-west direction and have defined silver mineralization at the Silver Sand deposit over an oblique strike length of 2 km, a collective width of 650 m and to a depth of 250 m below surface.

Drill coring was completed using conventional HQ (64 mm diameter) equipment and 3 m drill rods. Drill collars are surveyed using a Real-Time Kinematic differential global positioning system (GPS), and downhole deviation surveys are completed by the drilling contractor using a REFLEX EZ-SHOT and SPT GyroMaster downhole survey tools. Drillholes are surveyed at a depth of approximately 20 m, and on approximately 30 m intervals as drilling progresses. Upon completion of each drillhole a concrete monument is constructed with the hole details inscribed.

Core is collected by New Pacific personnel and drill core containing visible mineralization is wrapped in paper to minimize disturbance during transport. Logging is both carried out at the rig where a quick log is completed, and after transportation to the company's

Betanzos core processing facility, which is located approximately 1.5 hours drive from the Silver Sand Project. Currently data is directly collected or loaded into MX Deposit a database software from Sequent.

In addition to drilling in the Silver Sand core area, drilling was carried out at Snake Hole (32 drillholes for 7,457 m) and at the northern prospects, (nine drillholes for 4,298 m). These holes were more exploratory in nature but the same procedures as the grid drilling in the core area were employed.

Core recovery from the drill programs varies between 0% (voids and overburden) and 100%, averaging 97%. More than 92% of core intervals have a core recovery of greater than 95%.

Sample preparation, assay, and Quality Assurance / Quality Control ("QA/QC")

New Pacific has developed and implemented good standard procedures for sample preparation, analytical, and security protocols.

New Pacific manages all aspects of sampling from the collection of samples, to sample delivery to the laboratory. All samples are stored and processed at the Betanzos facility. This facility is surrounded by a brick wall, has a locked gate, and is monitored by video surveillance and security guard 24 hours a day, seven days a week. Within the facility, there are separate and locked areas for core logging, sampling, and storage.

Samples are transported on a weekly basis by New Pacific personnel from the Betanzos facility to the ALS laboratories (ALS) in Oruro, Bolivia for sample preparation, and then shipped to ALS in Lima, Peru for geochemical analysis. ALS Oruro and ALS Lima are part of ALS Global - an independent commercial laboratory specializing in analytical geochemistry services, all of which are accredited in accordance with ISO/IES 17025:2017, and are independent of New Pacific.

All core, chip, and grab samples are prepared using the following procedures: (1) crush to 70% less than 2 mm; (2) riffle split off 250 g; and (3) pulverize split to better than 85% passing a 75-micron sieve.

Sample analysis in 2017 and 2018 comprised an aqua regia digest followed by Inductively Coupled Plasma (ICP) Atomic Emission Spectroscopy (AES) analysis of Ag, Pb, and Zn (ALS code OG46). Assay results greater than 1,500 g/t Ag were sent for fire assay and gravimetric finish analysis. In 2019 New Pacific changed its analysis protocol to include systematic multielement analysis for an initial 51 element ICP mass spectroscopy (MS) analysis. Over-limit samples were handled differently for different elements and protocols were further amended for the 2021-2022 drilling.

Drill programs have included QA/QC monitoring programs which have incorporated the insertion of certified reference materials ("CRMs"), blanks, and duplicates into the sample streams, and umpire (check) assays at a separate laboratory at different times.

Four different CRMs have been used throughout Silver Sand Project's history. A total of 4,495 CRMs was submitted between October 2017 and July 2022 representing an average overall insertion rate of 5%. Insertion rates for CRMs have been consistently above 5% on a yearly basis with the exception of 2019.

Blank material from two different quarry sites has been used over time and coarse blanks have been inserted consistently at an acceptable insertion rate. While there have been some changes in failure criteria, there has been no evidence of systemic contamination and failures are dealt with by a re-assay protocol. Pulp blank samples have been inserted since 2021, but at a low insertion rate of less than 2.5%. Duplicates are also inserted, comprising field duplicates, coarse duplicates and pulp duplicates. In 2021 and 2022 they have been consistently included but at a rate of between 3.65% and 4.07%. Coarse rejects were also submitted to Actlabs Skyline as umpire samples in the 2017 to 2019 period. Actlabs Skyline is an independent geochemical laboratory certified according to ISO 9001:2015.

The QP has reviewed the QA/QC procedures used by New Pacific including certified reference materials, blank, duplicate and umpire data and has made some recommendations. The QP does not consider these to have a material impact on the Mineral Resource estimate and considers the assay database to be adequate for Mineral Resource estimation. The QP considers sample preparation, security, and analytical procedures employed by New Pacific to be adequate.

Mineral Resources

The Mineral Resource estimate was completed using 556 drillholes on the Silver Sand Project comprising 136,220 m of diamond core and 92,164 assays. Grade interpolation was completed for silver, lead, zinc, copper, arsenic, and sulphur. Only silver is reported as it is the only economic metal. All estimation utilized ordinary kriging (OK) except for 127 small domains which were estimated using the inverse distance squared (ID2) method.

The mineralization domains were built by New Pacific using Leapfrog Geo 4.0 software. The mineralization domains were reviewed and accepted by the QP with some changes, including separating the main domain into two areas based on vein orientation.

The QP estimated into these domains and also estimated a background block model that was combined with the domain mineralization to form the final block model.

New Pacific performed 6,297 bulk density measurements on the core drilled on the Silver Sand Project. As the mineralization is hosted in one rock type, after reviewing the density data, the QP assigned a single bulk density measurement to the block model of 2.54 t/m³.

The pit-constrained Mineral Resources are reported for blocks above a conceptual pit shell based on a US$22.50/ounce silver price. There is not a reporting restriction to within the AMC claim boundary as in the 2020 Technical Report as an agreement has been reached with COMIBOL in regard to the surrounding MPC.

The cut-off applied for reporting the pit-constrained Mineral Resources is 30 g/t silver. Assumptions made to derive a cut-off grade (COG) included mining costs, processing costs and recoveries and were obtained from comparable industry situations. The model is depleted for historical mining activities. The assumptions are shown in Table 5.1.2.

Table 5.5.2 Assumptions for pit optimization

Input

Units

Value

Silver price

$/oz Ag

22.5

Silver process recovery

%

91

Payable silver

%

99

Mining recovery factor

%

100

Mining cost

$/t mined

2.6

Process cost

$/t minable material > COG

16

G&A cost

$/t minable material > COG

2

Slope angle

degrees

44 - 47

Notes:

  • Sustaining capital cost has not been included.

  • Measured, Indicated and Inferred Mineral Resources included. Source: AMC Mining Consultants (Canada) Ltd., 2022.

    The Mineral Resource for the Silver Sand deposit has been estimated by Ms. Dinara Nussipakynova, P.Geo. Principal Geologist of BBA, formerly employed with AMC Consultants, who takes responsibility for the estimate.

    Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

    Table 5.5.3 Mineral Resource as of 31 October 2022

    Resource category

    Tonnes (Mt)

    Ag (g/t)

    Ag (Moz)

    Measured

    14.88

    131

    62.60

    Indicated

    39.38

    110

    139.17

    Measured & Indicated

    54.26

    116

    201.77

    Inferred

    4.56

    88

    12.95

    Notes:

    CIM Definition Standards (2014) were used for reporting the Mineral Resources.

  • The QP is Dinara Nussipakynova, P.Geo. of BBA, formerly employed with AMC Consultants.

  • Mineral Resources are constrained by optimized pit shells at a metal price of US$22.50/oz Ag, recovery of 91% Ag, and COG of 30 g/t Ag.

  • Drilling results up to 25 July 2022.

  • The numbers may not compute exactly due to rounding.

  • Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Source: AMC Mining Consultants (Canada) Ltd., 2022.

    Mineral Reserves

    Open pit LOM plans and resulting open pit Mineral Reserves are determined based on a silver price of US$23.00/oz. Reserves stated in the report are dated effective as of June 19, 2024. The mine design and Mineral Reserve estimate have been completed to a level appropriate for prefeasibility studies.

    Ore is converted from Mineral Resource to Mineral Reserve based primarily on positive cash flow pit optimization results, pit design, and geological classification of Measured and Indicated resources. The in-situ value is derived from the estimated grade and certain modifying factors.

    In the process of estimating the Mineral Reserves, dilution and mining recovery factors were applied to the Mineral Resource using a block model regularization process. AMC Consultants regularized the resource model to a uniform size of 5 m x 5 m x 5 m to better reflect the minimum parcel size that can selectively be mined.

    The Silver Sand Project will be mined using a conventional open pit mining method, utilizing 115 t hydraulic backhoe excavators and haulage by off-highway 72 t capacity rear dump haul trucks. Mining is anticipated to be completed by a contract mining company. The majority of the excavated material will require drilling and blasting. Drilling and blasting will be performed on 10 m benches. Flitch height is variable depending on the material being mined. Overburden and waste will be mined in 5 m flitches and ore is to be mined in 3.3 m flitches. Ore will be hauled to a crusher or to run-of-mine (ROM) stockpiles. Waste will be hauled to external and in-pit waste rock dumps.

    The pseudoflow pit optimization algorithm, as implemented in GEOVIA Whittle software, was used to determine the ultimate pit shell for the Silver Sand Project. The selected pit shells were then used to produce pit designs and the mining schedule.

    The open pit Mineral Reserves are reported within a pit design based on open pit optimization results. The Mineral Reserves represent the economically mineable part of Measured and Indicated Mineral Resources and are presented in Table 5.1.4.

    Table 5.5.4 Mineral Reserve estimate as of 19 June 2024

    Tonnes (Mt)

    Ag (g/t)

    Ag (Moz)

    Proven

    15.09

    121

    58.84

    Probable

    36.92

    98

    116.58

    Proven & Probable

    52.01

    105

    175.42

    Notes:

  • CIM Definition Standards (2014) were used for reporting the Mineral Reserves.

  • The Qualified Person is Wayne Rogers, P.Eng. of AMC Consultants.

  • Cut-off grade of 27 g/t Ag for material inside the AMC, and 29 g/t Ag outside the AMC limit based on operating costs of 16.71 US$/t of ore, 91% Ag metallurgical recovery, 0.50 US$/oz Ag treatment and selling costs, 6% royalty within AMC, 12% royalty outside AMC, and 99.00% payable silver.

  • Ag price assumed is US$23.00 per troy ounce.

  • Base mine unit cost of 2.00 $/t mined plus an incremental mining cost of 0.04 $/t mined per 10 m bench.

  • Ore mining costs including a process unit cost of 14.20 $/t milled, tailing storage facility ("TSF") 0.65 $/t milled, and G&A 1.86 $/t milled.

  • Mineral Reserves include dilution and mining recovery.

  • Reserves are converted from Resources through the process of pit optimization, pit design, production schedule, and supported by a positive cash flow model.

  • The totals may not sum due to rounding.

  • Probable Mineral Reserves are based on Indicated Mineral Resources only.

  • Proven Mineral Reserves are based on Measured Mineral Resources only.

  • Ag metal (Moz) represents contained metal. Source: AMC Mining Consultants (Canada) Ltd., 2024.

    The QP is not aware of any other factors, including environmental, permitting, legal, title, taxation, socio-economic, marketing and political or other relevant factors, which could materially affect the Mineral Resource and Mineral Reserves.

    Mining methods The Silver Sand open pit is comprised of one main pit that is split into eight sub-phases (MP1-8). It will be mined using a conventional open pit approach of drilling and blasting ore and waste rock, with material mined by hydraulic excavators loading into off-highway rear dump haul trucks.

    The open pit will be dewatered using horizontally drilled drain holes and pumping from sumps. Where possible, diversion ditches will be built upslope of the pit to divert non-contact water. The dewatering plan is staged to incorporate additional dewatering measures as the mine plan expands over the LOM. Additional work is recommended as part of future studies to improve the understanding of the shallow groundwater system, dewatering conditions required for major and local fault structures, and the overall hydrogeological system.

    For the PFS study, the geological model, structural models, hydrogeological model, and rock mass characterization have been developed with variable levels of confidence. The 3D geotechnical model has allowed the geotechnical slope design parameters to be developed. The pit design criteria are appropriate and comply with industry norms. Methodologies used for the slope design are sound and to international standards. The extent of the weathered horizon and slope stability under seismic conditions have not been considered in the geotechnical slope design and should be explored in future studies.

    The pit was designed with 20 m high benches (10 m double benches). Pit ramps were designed with a maximum gradient of 10%, at 21 m wide for double-lane traffic and 12 m wide for single-lane traffic. The bottom three benches of the pit were designed with single-lane access, with one final sub-excavation bench (also known as a "goodbye cut") in the final pit floor. The pit is approximately 2,300 m in length, 350 m to 700 m in width, and 280 m at its deepest point.

    The open pit contains approximately 52.0 Mt of ore with a grade of 105 g/t Ag and 181.9 Mt of waste material, with an overall waste to mineralized material strip ratio of 3.50 to 1.

    The open pit operation includes a two-year pre-production period (Years -2 & -1) and 13 years of production.

    During the pre-production period, the schedule is driven predominately by waste stripping to achieve TSF embankment construction requirements. Other activities during the pre-production period include haul road construction, mine development, and some ore stockpiling.

    ROM stockpiles will be constructed near the plant for low-grade, medium-grade, and high-grade ore. The ore stockpiles will be used to allow for blending of the different grades of ore to provide a constant feed grade to the plant for sustained periods which will assist in maximizing metallurgical recovery. A maximum long-term stockpile capacity of 4.40 Mt is required.

    Six dumping areas for waste material are planned; these include two in-pit dumps and four external dumps. Upstream of the open pit, a water dam will be constructed in the Machacamarca Creek valley using waste rock from initial waste stripping. The Valley dump, located north of the water dam, will also be constructed to establish access to the mining phases north of the creek. Waste material

    will also be used to construct the embankment for the TSF. Later in the mine life, waste will be dumped into depleted pits to take advantage of shorter haul distances.

    An ex-pit production rate of 18.0 Mtpa is adequate to achieve the plant feed target of 4.0 Mtpa. MP1, MP5, and MP7 are mined first in Year -2 and waste material from these phases is used to construct the water dam and TSF embankment. Two years of pre-production mining are required to achieve the TSF embankment and water dam construction requirements. Once the water dam is constructed, higher-value phases MP2, MP3, and MP4 are mined as the mining schedule targets high-grade and low strip-ratio ore. Mining in MP7 is expedited to take advantage of short-hauling waste from MP8, towards the end of mining.

    Processing and metallurgy

    The results of PFS metallurgical testwork have been used together with previous PEA testwork to progressively de-risk a straightforward mineral processing flowsheet for the Silver Sand Project. Interpretation of this testwork has been used as the basis for PFS level process design criteria (PDC), mass / water / metal balances, process flowsheet and equipment specification. The PFS process plant flowsheet is described in detail in Section 17 of the Silver Sand PFS Technical Report.

    The 2022 PEA conclusions regarding the process flowsheet and equipment type have been validated by the work completed as part of the PFS. In addition, more comprehensive sample collection and characterization of these samples have enhanced the metallurgical body of knowledge for the Silver Sand Project and allowed further optimization of input parameters such as grinding size, leaching time, cyanide dosage, and oxygen levels.

    Agitated tank cyanidation, followed by counter current decantation (CCD) and zinc precipitation is still considered the optimum processing route when factors such as updated metallurgical performance, capital costs, and mine production schedules are considered. Various parameters affecting the performance of this flowsheet have been adjusted and updated, and the PFS base case represents a further de-risking of the processing aspects of the Silver Sand Project.

  • The selected flowsheet represents a very conventional, proven approach to silver extraction that is similar to other operations in Bolivia. The flowsheet consists of the following unit operations:

  • ROM receiving, single stage (primary) crushing, and crushed rock storage.

  • Stockpile discharge, grinding via SAG milling and ball milling.

  • SAG mill pebble crushing via SAG mill pebble ports, scalping screen, recycle conveyors, and cone crusher.

  • Pre-leach thickening of the classified mill circuit product, and cyanide leaching of the thickener underflow using agitated, oxygen sparged tanks.

  • Liquid / solid separation using a four-stage CCD circuit.

  • Recovery of silver from pregnant leach solution using a zinc precipitation process followed by drying and smelting with fluxes to produce silver doré bars.

  • Thickening and filtration of leach residues.

  • Conveying of filter cake and long-term storage at the tailings storage area.

As copper will be recovered into solution along with silver, and some dissolved copper is expected to be cemented together with silver, a small copper removal leach circuit will be required within the refinery to maintain good doré quality and/or reduce circulating copper concentrations.

The PFS flowsheet is projected to recover an average of 90% silver into a doré product for export to established international markets.

Infrastructure

As a greenfield project, the Silver Sand Project will require the development of supporting infrastructure. The Silver Sand Project is accessible from Potosí via a 54 km long road made up of a 27 km stretch of the paved Bolivia National Highway 5 and an all-season gravel road built for mining in the Colavi District. The gravel road is currently being widened and upgraded to a paved road by the government.

The Silver Sand Project is estimated to require a power supply of approximately 25 megawatts (MW) of electricity, which will be provided by Bolivia's national power supply company, ENDE Transmission S.A (ENDE). A preliminary power supply plan between ENDE and New Pacific has been discussed and the Company has submitted a power supply application to the Bolivia Ministry of Energy.

The new 55 km 115 kV transmission line will connect the existing ENDE Potosí substation and a new substation that will be constructed at the Silver Sand site. ENDE has provided a quotation to the Company for the construction of the power line and the substation. Additionally, ENDE will be responsible for permitting and constructing the transmission line and the substation, which is estimated to take up to two years.

A rockfill water dam with an upstream geomembrane liner will be built upstream from the mine. The reservoir developed behind the dam will have a maximum capacity of approximately 3.0 million cubic metres and will provide water for the Silver Sand Project.

The filtered TSF will be integrated within the waste rock storage area and located to the south of the mine and process plant. The TSF will be fully lined to protect the local surface and groundwater systems. A leachate collection system will be installed below the liner system to collect any seepage and direct it to the run-off collection ponds.

An initial berm of mine waste rock will be constructed on the south and east sides of the TSF to provide structural support for the tailings and liner system.

A starter TSF cell will be developed along the western perimeter of the waste rock storage facility, with sufficient capacity to store tailings from the first year of operations. The perimeter of the TSF will be raised as waste rock becomes available from mining operations and the liner system is extended over the operating LOM.

It is expected that most of Silver Sand Project's employees will commute from Potosí or other nearby communities. However, a camp with capacity for 100 people has been projected for workers not residing in the local area.

Other infrastructure such as offices, mobile equipment maintenance shop, fuel storage, warehouse, and laboratory are envisaged to be built close to the processing plant.

Figure 5.1.1 shows the proposed site layout with open pits, waste dumps, process plant, filtered TSF, ore stockpile area, crusher, site access road, and haul roads.

Figure 5.1.1 Preliminary site infrastructure layout



Environmental studies, permitting and social or community impact

To obtain the environmental license for the Silver Sand Project in the department of Potosí, New Pacific is preparing studies and activities that will allow it to provide a comprehensive Analytical Environmental Impact Assessment Study ("EEIA-AI") in accordance with the current environmental legislation in force in the Plurinational State of Bolivia.

Following the completion of the EEIA-AI, New Pacific will commence the mandatory public consultation process, which occurs late in the Bolivian mine permitting process. A notarized act is formed as part of the consultation process. It is a legal document that will contain the points and aspects of conformity and observations of the community on the mining operation in public consultation and the socio-environmental impact that it could generate.

The mining law in Bolivia establishes that a mining operator must establish an accounting provision to cover the cost of closing operations, however, it does not establish other environmental guarantees as is the case in other countries in the Andean region.