1.to receive the consolidated financial statements of the Company for the financial year ended December 31, 2023 and the report of the auditor on those statements;

2.to fix the number of directors at eight (8) and to elect eight (8) directors of the Company to hold office until the close of the next annual general meeting;

3.to appoint an auditor of the Company to serve until the close of the next annual general meeting;

4.to consider, and if deemed appropriate, approve a non-binding advisory resolution to accept the Company’s approach to executive compensation (say on pay) as more particularly described in the management information circular in connection with the Meeting;

5.to reconfirm the Company’s rolling percentage Equity Share Unit Plan by approving the unallocated securities that may be grantable thereunder; and

6.to transact such other business as may properly come before the Meeting or any adjournments thereof.

Shareholders of SilverCrest Metals Inc. (the “Company”) are receiving this notification as the Company is using the notice-and-access provisions (“Notice and Access”) under the Canadian Securities Administrators’ National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer for the delivery of meeting materials to its shareholders for its annual general meeting of shareholders to be held on Wednesday, June 12, 2024 (the “Meeting”).

Under Notice and Access, instead of receiving paper copies of the Company’s notice of meeting and information circular (“Information Circular”) for the Meeting (collectively, the “Meeting Materials”), shareholders are receiving this Notice and Access notification with information on how they may obtain a copy of the Meeting Materials electronically or request a paper copy. Registered shareholders will still receive a Proxy form enabling them to vote at the Meeting. The use of the alternative Notice and Access procedures in connection with the Meeting helps reduce paper use, as well as the Company’s printing and mailing costs. The Company will arrange to mail paper copies of the Meeting Materials to those registered shareholders who have existing instructions on their account to receive paper copies of the Company’s meeting materials.

This notice serves as notice of meeting under section 169 of the Business Corporations Act (British Columbia).

The Meeting will be held on Wednesday, June 12, 2024 at 10:00 a.m. (Vancouver time) at Suite 501, 570 Granville Street, Vancouver, British Columbia, for the following purposes:

1.Financial Statements: to receive the audited consolidated financial statements of the Company for the financial year ended December 31, 2023 and the report of the auditor on those statements;

2.Election of Directors: to fix the number of directors at eight (8) and to elect eight (8) directors of the Company for the ensuing year, with management’s nominees being the eight (8) current directors of the Company;

3.Appointment of Auditor: to appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year;

4.Advisory Vote on Approach to Executive Compensation (Say on Pay): to consider, and if deemed appropriate, approve a non-binding advisory resolution to accept the Company’s approach to executive compensation (say on pay) as more particularly described in the Information Circular;

5.Equity Share Unit Plan: to reconfirm the Company’s rolling percentage Equity Share Unit Plan by approving the unallocated securities that may be grantable thereunder; and

6.Other Matters: to transact such other business as may properly come before the Meeting or any adjournment thereof.

For detailed information with respect to each of the matters in items 2 through 5 above, please refer to the section bearing the corresponding heading in the Information Circular.

The Meeting Materials can be viewed online under the Company’s profile at www.sedarplus.ca (Canada).

The Meeting Materials for the Meeting are also available on the Company’s website at http://www.silvercrestmetals.com/investors/agm/ and will remain on the website for one year until May 1, 2025.

Shareholders can request that printed copies of the Meeting Materials for the Meeting be sent to them by postal delivery at no cost to them for up to one year until May 1, 2025.

Shareholders may make their request without charge by email at info@silvercrestmetals.com or by calling toll free number 1-866-691-1730 (Canada and U.S.A.) or at +1-604-694-1730.

To receive the Meeting Materials in advance of the proxy deposit date and Meeting date, shareholders must request printed copies at least five business days (i.e. by June 3, 2024) in advance of the proxy deposit date and time set out in the accompanying Proxy form. Meeting Materials will be sent to such shareholders within three business days of their request if such requests are made before the Meeting.

Only shareholders of record at the close of business on April 18, 2024 will be entitled to receive notice of, and to vote at, the Meeting or any adjournment thereof. Shareholders who are unable to or who do not wish to attend the Meeting in person are requested to date and sign the enclosed Proxy form promptly and return it in the self-addressed envelope enclosed for that purpose or by any of the other methods indicated in the Proxy form. To be used at the Meeting, proxies must be received by Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 by 10:00 a.m. (Vancouver time) on June 10, 2024 or, if the Meeting is adjourned, by 10:00 a.m. (Vancouver time), on the second last business day prior to the date on which the Meeting is reconvened. Alternatively, registered shareholders may vote by telephone (1-866-732-8683) or online (www.investorvote.com) using the control number listed on the Proxy from. If a registered shareholder receives more than one Proxy form because such shareholder owns shares registered in different names or addresses, each Proxy form should be completed and returned.

Non-Registered Holders should carefully follow the voting instructions of their intermediaries and their service companies, including instructions regarding when and where a voting instruction form is to be delivered.

Shareholders with questions about Notice and Access and the information contained in this notification or require assistance in completing the Proxy form may contact N. Eric Fier, Chief Executive Officer of the Company, at info@silvercrestmetals.com or by calling toll free number 1-866-691-1730 (Canada and U.S.A.) or at +1-604-694-1730.

    N. Eric Fier

    Chief Executive Officer

With respect to the Annual General Meeting of Shareholders to be held on June 12, 2024

Dated as of April 18, 2024

1.to receive the consolidated financial statements of the Company for the financial year ended December 31, 2023 and the report of the auditor on those statements;

2.to fix the number of directors at eight (8) and to elect eight (8) directors of the Company to hold office until the close of the next annual general meeting;

3.to appoint an auditor of the Company to serve until the close of the next annual general meeting;

4.to consider, and if deemed appropriate, approve a non-binding advisory resolution to accept the Company’s approach to executive compensation (say on pay) as more particularly described in the management information circular in connection with the Meeting;

5.to reconfirm the Company’s rolling percentage Equity Share Unit Plan by approving the unallocated securities that may be grantable thereunder; and

6.to transact such other business as may properly come before the Meeting or any adjournments thereof.

N. ERIC FIER, CHIEF EXECUTIVE OFFICER

This management information circular (“Information Circular”) is furnished to the holders (“shareholders”) of common shares (“Common Shares”) of SilverCrest Metals Inc. (the “Company”) by management of the Company in connection with the solicitation of proxies to be voted at the annual general meeting (the “Meeting”) of the shareholders to be held at the Company’s Head Office located at Suite 501, 570 Granville Street, Vancouver, British Columbia on Thursday, June 12, 2024, at 10:00 a.m. (Vancouver time) and at any adjournment thereof, for the purposes set forth in the accompanying Notice of Meeting. The purposes are:

1.to receive the consolidated financial statements of the Company for the financial year ended December 31, 2023 and the report of the auditor on those statements;

2.to fix the number of directors at eight (8) and to elect eight (8) directors of the Company to hold office until the close of the next annual general meeting;

3.to appoint an auditor of the Company to serve until the close of the next annual general meeting;

4.to consider, and if deemed appropriate, approve a non-binding advisory resolution to accept the Company’s approach to executive compensation (say on pay) as more particularly described in the Information Circular in connection with the Meeting;

5.to reconfirm the Company’s rolling percentage Equity Share Unit Plan by approving the unallocated securities that may be grantable thereunder (being up to 1.5% of the issued and outstanding Common Shares of the Company at any time and from time to time); and

6.to transact such other business as may properly come before the Meeting or any adjournments thereof.

Except as otherwise indicated, the information contained in this Information Circular is stated as of April 18, 2024. All dollar amounts referenced herein, unless otherwise indicated, are expressed in Canadian dollars.

The enclosed Proxy form is solicited by and on behalf of management of the Company. The persons named in the enclosed Proxy form are management-designated proxyholders. A registered shareholder desiring to appoint some other person (who need not be a shareholder) to represent the shareholder at the Meeting may do so either by inserting such other person’s name in the blank space provided in the Proxy form or by completing another form of proxy. To be used at the Meeting, proxies must be received by Computershare Investor Services Inc. (“Computershare”), Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 by 10:00 a.m. (Vancouver time) on June 12, 2024, or, if the Meeting is adjourned, by 10:00 a.m. (Vancouver time), on the second last business day prior to the date on which the Meeting is reconvened. Alternatively, registered shareholders may vote by telephone (1-866-732-8683) or online (www.investorvote.com) using the control number listed on the Proxy from. Solicitation will be primarily by mail, but some proxies may be solicited personally or by telephone by regular employees or directors of the Company at a nominal cost. The cost of solicitation by management of the Company will be borne by the Company.

The Company has decided to take advantage of the notice-and-access provisions (“Notice and Access”) under the Canadian Securities Administrators’ National Instrument 54‑101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54‑101”) for the delivery of the Information Circular to its shareholders for the Meeting. The use of the alternative Notice and Access procedures in connection with the Meeting helps reduce paper use, as well as the Company’s printing and mailing costs.

Under Notice and Access, instead of receiving printed copies of the Information Circular, shareholders receive a notice (“Notice and Access Notification”) with information on the Meeting date, location and purpose, as well as information on how they may access the Information Circular electronically or request a paper copy. The Company will arrange to mail paper copies of the Information Circular to those registered and beneficial shareholders who have existing instructions on their account to receive paper copies of the Company’s proxy related materials.

Only registered holders of Common Shares or the persons they appoint as their proxyholders are permitted to vote at the Meeting. In many cases, however, Common Shares beneficially owned by a holder (a “Non-Registered Holder”) are registered either:

a.in the name of an Intermediary (an “Intermediary”) with which the Non-Registered Holder deals in respect of the shares. Intermediaries include banks, trust companies, securities dealers or brokers, and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans; or

b.in the name of a clearing agency (such as The Canadian Depository for Securities Limited (CDS)) of which the Intermediary is a participant.

Non-Registered Holders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Company are referred to as “NOBOs”. Those Non-Registered Holders who have objected to their Intermediary disclosing ownership information about themselves to the Company are referred to as “OBOs”.

In accordance with the requirements of NI 54-101, the Company has elected to send the Notice and Access Notification in connection with the Meeting directly to the NOBOs and indirectly through Intermediaries to the OBOs.

The Intermediaries (or their service companies) are responsible for forwarding the Notice and Access Notification to each OBO, unless the OBO has waived the right to receive proxy-related materials from the Company. Intermediaries will frequently use service companies to forward proxy-related materials to the OBOs. Generally, an OBO who has not waived the right to receive proxy-related materials will either:

a.be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the OBO and must be completed, but not signed, by the OBO and deposited with Computershare; or

b.more typically, be given a voting instruction form (“VIF”) which is not signed by the Intermediary, and which, when properly completed and signed by the OBO and returned to the Intermediary or its service company, will constitute voting instructions which the Intermediary must follow.

The Company will not be paying for Intermediaries to deliver to OBOs (who have not otherwise waived their right to receive proxy-related materials) copies of proxy-related materials and related documents (including the Notice and Access Notification). Accordingly, an OBO will not receive copies of proxy-related materials and related documents unless the OBO’s Intermediary assumes the costs of delivery.

The Notice and Access Notification and any proxy-related materials sent to NOBOs who have not waived the right to receive proxy-related materials are accompanied by a VIF, instead of a proxy form. By returning the VIF in accordance with the instructions noted on it, a NOBO is able to instruct the voting of the Common Shares owned by the NOBO.

VIFs, whether provided by the Company or by an Intermediary, should be completed and returned in accordance with the specific instructions noted on the VIF. The purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Common Shares which they beneficially own. Should a Non-Registered Holder who receives a VIF wish to attend the Meeting or have someone else attend on the Non-Registered Holder’s behalf, the Non-Registered Holder may request a legal proxy as set forth in the VIF, which will grant the Non-Registered Holder, or the Non-Registered Holder’s nominee, the right to attend and vote at the Meeting.

Although Non-Registered Holders may not be recognized directly at the Meeting for the purpose of voting Common Shares registered in the name of their broker, agent or nominee, a Non-Registered Holder may attend the Meeting as a proxyholder for a registered shareholder and vote Common Shares in that capacity. Non-Registered Holders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered shareholder should contact their broker, agent or nominee well in advance of the Meeting to determine the steps necessary to permit them to indirectly vote their Common Shares as a proxyholder.

A registered shareholder who has given a Proxy may revoke it by an instrument in writing that is:

a.executed by the shareholder giving same or by the shareholder’s attorney authorized in writing or, where the shareholder is a corporation, by a duly authorized officer or attorney of the corporation; and

b.delivered either to the registered office of the Company (19th Floor, 885 West Georgia Street, Vancouver, British Columbia V6C 3H4) at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, or to the chair of the Meeting on the day of the Meeting or any adjournment thereof before any vote in respect of which the Proxy is to be used shall have been taken, or in any other manner provided by law.

NOBOs who wish to revoke their voting instructions should contact Computershare at telephone number 1‑800‑564‑6253. OBOs who wish to revoke a voting instruction form or a waiver of the right to receive proxy-related materials should contact their Intermediaries for instruction.

Common Shares represented by a shareholder’s Proxy form will be voted or withheld from voting in accordance with the shareholder’s instructions on any ballot that may be called for at the Meeting and, if the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. In the absence of any instructions, the management-designated proxyholder named on the Proxy form will cast the shareholder’s votes in favour of the passage of the resolutions set forth herein and in the Notice of Meeting.

The enclosed Proxy form confers discretionary authority upon the persons named therein with respect to: (a) amendments or variations to matters identified in the Notice of Meeting; and (b) other matters which may properly come before the Meeting or any adjournment thereof. At the time of printing of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice of Meeting.

Only Common Shares carry voting rights at the Meeting, with each Common Share carrying the right to one vote. The board of directors of the Company (“Board of Directors” or “Board”) has fixed April 18, 2024, as the record date (“Record Date”) for the determination of shareholders entitled to receive notice of and to vote at the Meeting and at any adjournment thereof, and only shareholders of record at the close of business on that date are entitled to such notice and to vote at the Meeting. As of the Record Date, 147,260,572 Common Shares were issued and outstanding as fully paid and non-assessable.

To the knowledge of the directors and executive officers of the Company, as at the Record Date, no person beneficially owned, or controlled or directed, directly or indirectly, shares carrying 10% or more of the voting rights attached to the Company’s issued and outstanding Common Shares.

Under the Company’s Articles, the quorum for the transaction of business at the Meeting consists of two shareholders entitled to vote at the Meeting, whether present in person or represented by proxy, holding in the aggregate at least 5% of the issued shares entitled to be voted at the meeting. Under the Business Corporations Act (British Columbia) and the Company’s Articles, a simple majority of the votes cast at the Meeting (in person or by proxy) is required to pass the resolutions referred to in the accompanying Notice of Meeting.

The shareholders will receive and consider the audited consolidated financial statements of the Company for the year ended December 31, 2023, together with the auditors’ report thereon. No vote by the Company’s shareholders is required with respect to this matter. These documents are available upon request, or they can be found under the Company’s SEDAR+ profile on www.sedarplus.ca or on the Company’s website at www.silvercrestmetals.com.

The number of directors of the Company was last fixed by the shareholders at seven. As permitted by the Articles of the Company, the Board appointed Pierre Beaudoin as an additional director on February 1, 2024 and, accordingly, the Company currently has eight directors. At the Meeting, shareholders will be asked to fix the number of directors at eight and elect eight directors.

The persons named below are the eight nominees of management for election as directors, all of whom are current directors of the Company. Each nominee elected will hold office as a director until the next annual general meeting or until the director’s

successor is elected or appointed, unless the director’s office is earlier vacated under any of the relevant provisions of the Articles of the Company or the Business Corporations Act (British Columbia). It is the intention of the persons named by management as proxyholders in the enclosed proxy form to vote for the election to the Board of Directors of those persons hereinafter designated as nominees for election as directors. The Board of Directors does not contemplate that any of such nominees will be unable to serve as a director; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies in favour of management designees will be voted for another nominee in their discretion unless the shareholder has specified in the shareholder’s proxy form that the shareholder’s shares are to be withheld from voting in the election of directors.

The following tables set out the name of each of the persons proposed to be nominated for election as a director (listed in alphabetical order); all positions and offices in the Company presently held by them; their principal occupation, business or employment; the period during which they each served as a director; and the number and value of securities of the Company that they each have advised are beneficially owned, or controlled or directed, directly or indirectly, as at the Record Date and as at the last two financial year ends.

(1)Mr. Beaudoin was appointed to the Board and the SESS Committee on February 1, 2024.

(1)Ms. Diaz was appointed to Chair of the Corporate Governance & Nominating Committee Chair on June 15, 2023.

(1)Ms. Ladd-Kruger was appointed to Chair of the Audit Committee on May 26, 2023.

(2)Ms. Ladd-Kruger was appointed to the Corporate Governance & Nominating Committee on May 26, 2023 and her attendance reflects the meetings held during that period.

(3)Ms. Ladd-Kruger is required to meet the share ownership guideline by July 2027, being five years from her appointment to the Board.

(1) Mr. Thody stepped down from the Company’s Board Chair Position on June 15, 2023.

(2) Mr. Thody stepped down from the Company’s Audit Committee Chair Position on May 26, 2023.

(1) Mr. Wright was appointed to as Board Chair on June 15, 2023.

(2) Mr. Wright stepped down from the Company’s Corporate Governance & Nominating Committee Chair Position on June 15, 2023.

(3) Mr. Wright stepped down from the SESS Committee on February 1, 2024.

Pursuant to the Advance Notice Policy of the Company adopted by the Board of Directors on May 9, 2016, subject to shareholder approval, which was obtained on June 22, 2016, any additional director nominations for the Meeting must be received by the

Company in compliance with the Advance Notice Policy by May 13, 2024. The Company will publish details of any such additional director nominations through a public announcement in accordance with the Advance Notice Policy.

The Company’s Advance Notice Policy is available on the Company’s website: https://www.silvercrestmetals.com/sustainability/policies-and-guidelines/.

The Board of Directors has adopted a Majority Voting Policy for the election of directors in uncontested elections. Under the Majority Voting Policy, if a nominee does not receive the affirmative vote of at least the majority of votes cast, the director shall promptly tender a resignation for consideration by the Corporate Governance and Nominating Committee and the Board. The Corporate Governance and Nominating Committee shall consider the resignation and recommend to the Board the action to be taken with respect to such offered resignation, which may include: accepting the resignation, maintaining the director, but addressing what the Corporate Governance and Nominating Committee believes to be the underlying cause of the withheld votes, resolving that the director will not be re nominated in the future for election, or rejecting the resignation and explaining the basis for such determination. Further to the rules of the Toronto Stock Exchange (“TSX”), the Board shall accept such director’s resignation absent exceptional circumstances.

The Corporate Governance and Nominating Committee in making its recommendation, and the Board in making its decision, may consider any factors or other information they consider appropriate and relevant. Any director who tenders a resignation pursuant to the Majority Voting Policy may not participate in the recommendation of the Corporate Governance and Nominating Committee or the decision of the Board with respect to the resignation. The Board will act on the recommendation of the Corporate Governance and Nominating Committee within 90 days after the shareholder meeting at which the election of directors occurred. Following the Board’s decision, the Company will promptly issue a press release disclosing the Board’s determination (and, if applicable, the reasons for rejecting the resignation) and will provide a copy of such press release to TSX.

If the Board accepts any tendered resignation in accordance with the Majority Voting Policy, then the Board may (i) proceed to fill the vacancy through the appointment of a new director, or (ii) determine not to fill the vacancy and instead decrease the size of the Board. If a director’s resignation is not accepted by the Board, such director will continue to serve until the next annual meeting and until the director’s successor is duly elected, or the director’s earlier resignation or removal; alternatively, the director shall otherwise serve for such shorter time and under such other conditions as determined by the Board, considering all of the relevant facts and circumstances.

The Company’s Majority Voting Policy is available on the Company’s website: https://www.silvercrestmetals.com/sustainability/policies-and-guidelines/.

To the knowledge of Management of the Company, none of the proposed directors is, as at the date of this Information Circular, or has been, within the ten years preceding the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:

a.was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days (collectively, an “Order”), when such Order was issued while the person was acting in the capacity of a director, chief executive officer or chief financial officer of the relevant company; or

b.was subject to an Order that was issued after such person ceased to be a director, chief executive officer or chief financial officer of the relevant company, and which resulted from an event that occurred while the person was acting in the capacity of a director, chief executive officer or chief financial officer of the relevant company.

Other than as disclosed below, no proposed director is, as at the date of this Information Circular, or has been, within the ten years preceding the date of this Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

On March 3, 2023, Laura Díaz was a director of Magna Gold Corp. (“Magna”), when Magna filed a Notice of Intention to Make a Proposal under the Bankruptcy and Insolvency Act (Canada) which provides creditor protection while corporations seek to restructure their affairs. As a result of the foregoing, the TSX-V transferred trading of Magna’s common shares to the NEX Board of the TSX-V effective at the opening of market on March 8, 2023. On March 27, 2023, Magna was granted an order (the "Order")

pursuant to the Companies' Creditors Arrangement Act (the "CCAA") by the Ontario Superior Court of Justice (Commercial List) (the "Court") on application by Magna seeking court protection from its creditors to allow it to restructure its business and property as a going concern. The Order, among other things, provided a stay of proceedings (the "Stay of Proceedings") barring all creditors from taking action to recover debts owed by Magna during the stay period. As a result of the foregoing, the TSX-V suspended trading of Magna’s common shares on the NEX Board. The Stay of Proceedings was granted until April 6, 2023 and extended by the Court until November 15, 2023. Magna was unable to finalize a plan of compromise or arrangement with its creditors by November 15, 2023. Accordingly, on November 21, 2023 pursuant to a further order of the Court, the CCAA protections and proceedings, as they applied to Magna, were terminated. Ms. Diaz resigned as a director of Magna on February 29, 2024.

On August 31, 2015, Pierre Beaudoin was the Chief Operating Officer of Detour Gold Corporation ("Detour Gold") when Detour Gold was advised that the Ontario Provincial Police would be investigating the circumstances surrounding the death of an employee that occurred at the Detour Lake mine site on June 3, 2015. On April 21, 2016, Detour Gold was charged with one count of criminal negligence causing death under the Criminal Code as a result of the June 2015 fatality. On August 30, 2017, Detour Gold pleaded guilty to the one count of criminal negligence. A sentencing hearing was held on August 30 and 31, 2017. Detour Gold was ordered to pay a fine of $1.4 million plus the 30% victim surcharge provided for under the Criminal Code. In addition, the court, as requested by Detour Gold, ordered a restitution payment for the family of the deceased worker for lost income through to retirement which was considered when determining the fine amount.

On May 13, 2014, Pierre Beaudoin was the Chief Operating Officer of Detour Gold when a proposed securities class action claiming, among other things, special and general damages in the amount of $80 million, was commenced against Detour Gold and its former President and Chief Executive Officer in relation to Detour Gold's secondary market public disclosure concerning the Detour Lake Mine operations between April 9, 2013 and November 7, 2013 (the "Class Action Claim"). On July 10, 2014, the plaintiff issued an Amended Statement of Claim incorporating allegations in respect of Detour Gold's primary market disclosure, specifically in respect of Detour Gold's final short form prospectus dated June 2, 2013. On November 29, 2016, the parties agreed to settle the Class Action Claim for $6 million and dismiss the action without any admission of liability subject to court approval which was subsequently obtained on June 27, 2017.

No proposed director has, within the ten years preceding the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

No proposed director has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

PricewaterhouseCoopers LLP, Chartered Professional Accountants, is the auditor of the Company and has been since December 20, 2019.

At the Company’s 2023 annual general meeting of shareholders held on June 15, 2023, proxy votes by shareholders were 99.37% in favour of the appointment of PricewaterhouseCoopers LLP as auditor of the Company.

The Board recognizes the significance of corporate governance for effective management of the Company and for the best interest of all its stakeholders. As the Company grows, the Board continues to add corporate governance policies designed to effectively manage the organization and protect shareholder value.

The Canadian Securities Administrators have adopted National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”) which requires issuers to disclose on an annual basis their corporate governance practices in accordance with NI 58-101. Corporate governance disclosure of the Company is set out below.

A copy of the mandate of the Board of Directors (“Board Mandate”) can be viewed on the Company’s website at www.silvercrestmetals.com and is incorporated by reference herein. The following is a summary of the Board Mandate.

The Board of Directors is responsible for overseeing the business and affairs of the Company and, in doing so, must act honestly and in good faith with a view to the best interests of the Company. The Board’s fundamental objectives are to enhance and preserve long-term shareholder value, ensuring that the Company meets its obligations on an ongoing basis and that the Company operates in a reliable and safe manner. In performing its functions, the Board should also consider the legitimate interests of its other stakeholders, such as employees, debtholders, communities and environment in which it operates. In overseeing the conduct of the business, the Board, through the Chief Executive Officer, shall set the standards of conduct for the organization. The Board agrees with and confirms its responsibility for overseeing management's performance in the following areas:

•the strategic planning process of the Company;

•identification and management of the principal risks associated with the business of the Company;

•ensuring adequate plans are in place for management development and succession;

•the Company's policies regarding communications with its shareholders and others; and

•assessing the integrity of the internal controls and management information systems of the Company.

Certain of the above matters are also dealt with or covered by the Company’s existing formal committees, being the Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee, and SESS Committee, which are governed by their respective charters available on the Company’s website. In carrying out the Board Mandate, the Board relies primarily on management to provide it with regular detailed reports on the operations of the Company and its financial position. The Board reviews and assesses these reports and other information provided to it at meetings of the full Board and of its committees. N. Eric Fier (CEO) is a member of the Board, which has given the Board direct access to information on their areas of responsibility. Other management personnel regularly attend Board meetings to provide information and answer questions. Directors also consult from time to time with management and have, on occasion, visited the properties of the Company. The reports and information provided to the Board include details concerning the monitoring and management of the risks associated with the Company's activities, such as compliance with safety standards and legal requirements, environmental issues and the financial position and liquidity of the Company. At least annually, the Board reviews management's report on its business and strategic plan and any changes with respect to risk management and succession planning.

The Board meets a minimum of five times per year, usually every quarter, and at year-end. Following each scheduled meeting of the Board, an “in-camera” session is held without any non-independent director or member of management in attendance. In addition, an in-camera session is held following each Audit Committee meeting with the Company’s auditor. Each committee of the Board generally meets once a year or more frequently as deemed necessary by the applicable committee. Since January 1, 2023 to the date hereof, there were a total of nine Board meetings and all directors were in attendance. The following table sets out the attendance record of current directors for Board meetings and for Board committee meetings for the mentioned periods.

(1) Pierre Beaudoin was appointed to the Board and SESS Committee on February 1, 2024.

All of the directors of the Company are independent except for N. Eric Fier who is Chief Executive Officer of the Company and Pierre Beaudoin who held the title of Chief Operating Officer of the Company until January 31, 2024 and, therefore, are not independent. See “Election of Directors”.

The independent directors meet at least once a quarter, at mid-year, at year end, and as many times as may be necessary without any non-independent director or member of management in attendance. During 2023, the independent directors held seven (7) Board meetings without any non-independent director or member of management in attendance. These meetings were the in-camera sessions held following each scheduled Board meeting.

The Company has a separate Board Chair and CEO. Having an independent Board Chair enables non-management directors to raise issues and concern for Board consideration without immediately involving management. The Board Chair also serves as a liaison between the Board and senior management.

The Board is responsible for reviewing the Board Chair’s performance annually. During 2022, the Board has developed a written position description for the Chair of the Board. A copy of the position description for the Chair of the Board is available on the Company's website http://silvercrestmetals.com/about-us/governance/.

The Board is responsible for monitoring and reviewing the CEO’s performance annually and ensuring adequate plans are in place for development and succession. During 2022, together with the CEO of the Company, the Board has developed a written position description for the CEO. A copy of the position description for the CEO is available on the Company's website http://silvercrestmetals.com/about-us/governance/.

The Board has not developed written position descriptions for the chair of each Board Committee. The chair of each Board Committee is in charge of the particular respective committee and ensuring their designated responsibilities are effectively discharged. The Board Committee chairs are required to comply with the requirements of the policies governing the various committees. The chairs act as the liaison with the Board Chair and are responsible for reporting to the Board on matters under their purview.

The Corporate Governance and Nominating Committee, comprised entirely of independent directors, is responsible for maintaining a CEO succession plan and a Board succession plan that are responsive to the needs of the Company and the interests of its shareholders. This Committee seeks to maintain a Board comprised of talented directors with a diverse mix of experience, expertise, skills, gender and backgrounds. On an annual basis, the Committee reviews with the CEO that adequate plans are in place for management development and succession and on a bi-annual basis assesses the Board composition in

order to assess any gaps between the desired set of competencies required to successfully govern the corporate strategy and development, taking pending retirements into account.

The directors of the Company who currently hold directorships in other reporting issuers are as follows:

The Board has not set a formal limit on the number of directors who may serve on the same board of directors of another issuer. The Corporate Governance and Nominating Committee considers interlocking directorships in the process of nominating individuals to serve on the Board. Currently, Mr. Fier and Mr. Thody are both directors of Goldsource Mines Inc. The Board expects that, as required by law, they and all other directors who serve as directors of other issuers will act honestly and in good faith with a view to the best interests of the Company. Conflicts, if any, will be subject to and governed by laws applicable to directors’ conflicts of interest.

The Corporate Governance and Nominating Committee and the Board, as a whole, both assess the effectiveness of the Board, its committees and individual directors. The Board of Directors has adopted an annual formal assessment process with respect to performance of the Board, its committees and its individual directors. The Board, as a whole, considers the contributions and performance of each of the directors and the performance of the Board and each of its committees by conducting a performance review questionnaire. The Board uses an assessment tool to determine whether additional expertise is required to ensure that the Board is able to discharge its responsibilities and individuals with specific skill sets are identified.

The following demonstrates the overall skill set of the Board:

(1)Core competency – a Board Member considered an expert in this area

(2)Ancillary competency – working knowledge and exposure to the area

The Company has not adopted director term limits or other mechanisms of board renewal. The Company and Board have considered term limits and believes that:

•there is value in periodic renewals to the board members to maintain adequate independence from management;

•the imposition of director term limits on a board may discount the value of experience and continuity amongst board members and runs the risk of excluding experienced and potentially valuable board members; and

•regular evaluation of Board skills and experience, rather than arbitrary term limits, will result in better Board performance.

The Board of Directors will periodically consider whether term limits or other mechanisms of renewal for the Board of Directors should be adopted and will implement changes when deemed necessary.

As of April 18, 2024, the average term served by the nominees is 5 years and the average age of the nominees is 59 years.

The Company is committed to a merit-based system for the composition of its Board of Directors, senior management, and workforce within a diverse and inclusive culture that solicits multiple perspectives and views free of bias and discrimination. The Company recognizes the benefits of having diversity on the Board and in senior management. Diversity is important to ensure that members of the Board and senior management possess the necessary range of perspectives, experience and expertise required to achieve the Company’s objectives.

Diversity means all the varied characteristics that make individuals unique from one another. It includes, but is not limited to, characteristics such as gender, education, religion, ethnicity, race, nationality, culture, language, aboriginal status, age, disability and other characteristics.

The Company has a Diversity and Gender Policy (the “Diversity and Gender Policy”) which provides a basic framework within which the Company will consider the principles of diversity when recruiting, developing and appointing the senior management team and Board members, with the goal of having talented, knowledgeable persons with diverse experience, backgrounds and perspectives guiding the company. A copy of the Diversity and Gender Policy is available on the Company’s website: https://www.silvercrestmetals.com/sustainability/policies-and-guidelines/.

In order to promote and foster diversity, the Board adopted a target to have at least 30% of women throughout the organization. At the end of December 31, 2023, SilverCrest had 20% women throughout the organization. Three women directors have been nominated for election to the Board at the Meeting, representing 38% of the Board nominated for election at the Meeting. More than 30% of executive officer positions are currently filled by women.

In addition to gender diversity, the Company also considers other forms of diversity in terms of Designated Groups (as defined under the Employment Equity Act (Canada)) such as Indigenous peoples, persons with disabilities and members of visible minorities. As of the Record Date, the Board has two directors and one NEO (as defined herein) that are also members of a visible minority.

The Company has not adopted a formal orientation and education program for new directors, and all relevant information is communicated to new directors informally. The directors consider that the adoption of formal orientation and education programs for new directors is not presently warranted; however, the Board will reassess such needs on an ongoing basis as the Company continues to grow. Orientation and education of new Board members is conducted by meetings between any new Board member and the Board Chair and other long-standing Board members to assist any new director in learning about the Company’s key assets and about the business in which the Company is involved. New directors are provided with most recent Board meeting materials and annual budget. In addition, new directors are encouraged to visit and meet with management on a regular basis.

Given the size of the Company, there is no formal continuing education program in place. The Company relies on the in depth public company and professional experience of the members of the Board for their skills and knowledge necessary to meet their obligations as directors. Board members are entitled to attend, and do attend, seminars they determine necessary to keep themselves up-to-date with current issues relevant to their service as directors of the Company. Directors also visit, from time to time, the Company’s Las Chispas Property in Mexico.

During 2023, as detailed in the table below, continuing education included the full Board’s participation in a say on pay workshop, a cyber security training sessions held by the Company’s IT consultant and several directors’ participation in various webinars and forums related to ESG, sustainability, climate change, mining, financial reporting and tax offered by leading audit firms and banks. During 2023, all directors of the Company were also enrolled as members of the Institute of Corporate Directors (ICD) and were encouraged to attend relevant courses and seminars.

The Company is committed to promoting a culture of ethical business conduct and conducting business in a socially and environmentally responsible manner and meeting or surpassing regulatory requirements in all its exploration, development, mining and closure activities. The Company’s policies relevant to this commitment include those summarized below.

The Company’s Code of Business Conduct and Ethics Policy (the “Code” or the “Code of Conduct”) for its directors, officers and employees reflects the Company’s commitment to a culture of honesty, integrity and accountability. The Code outlines the basic principles and policies on the following:

•compliance with laws;

•rules and regulations;

•conflicts of interest;

•corporate opportunities;

•confidentiality;

•protection and proper use of company assets;

•insider trading;

•fair dealing;

•compliance with environmental laws;

•equal opportunity;

•safety and health;

•financial business disclosure and accuracy of company records and reporting;

•use of email and internet services;

•payment to domestic and foreign officials;

•gifts and entertainment; and

•reporting any illegal or unethical behaviors.

The Code of Conduct provides that each employee is personally responsible for, and it is their duty to report violations or suspected violations of the Code of Conduct and that no employee would be discriminated against for reporting what the employee reasonably believes to be a breach of the Code of Conduct or any law or regulation. Employees can discuss any breach or suspected breach of the Code of Conduct with their immediate superior or a member of the Board.

The Board annually reviews the Code and any compliance issues under the Code are reviewed as they arise. A copy of the Code of Conduct is available on the Company’s website (https://www.silvercrestmetals.com/sustainability/policies-and-guidelines/), as well as under the Company’s profile on SEDAR+ at www.sedarplus.ca.

To ensure directors of the Company exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest, each director and executive officer is required to fully disclose his or her interest in respect of any transaction or agreement to be entered into by the Company. Once such interest has been disclosed, the Board, as a whole, determines the appropriate level of involvement the director or executive officer should have in respect of the transaction or agreement, which may include convening a Special Committee of independent directors. All directors and executive officers are subject to the requirements of the Business Corporations Act (British Columbia) with respect to the disclosure of any conflicts of interests and the voting on transactions giving rise to such conflicts.

In addition to the Code of Conduct, the Board has adopted a Supplier Code of Conduct, which clarifies the expectations the Company has of each of its suppliers, vendors, contractors, consultants, agents and any others who provide goods and services to the Company. The Company expects its suppliers to conduct business with integrity, honesty and transparency and to not compromise such values for convenience or economic gain.

A copy of the Supplier Code of Conduct is available on the Company’s website (https://www.silvercrestmetals.com/sustainability/policies-and-guidelines/).

The Company requires its directors, officers and employees to observe high standards of professionalism and ethical conduct in maintaining the financial records of the Company. The Audit Committee of the Board, has adopted a Whistleblower Policy in order to ensure that a confidential and anonymous process exists whereby persons can express any concerns or complaints about the accuracy, fairness or appropriateness of any of the Company’s accounting policies or financial reports, including corporate reporting and disclosure, accounting and auditing controls and procedures, and any violations of applicable legal and regulatory requirements relating to securities compliance and other matters pertaining to fraud against shareholders of the Company, and the actions taken by the Company to remedy such violations.

The Company’s Whistleblower Policy is available on the Company’s website: https://www.silvercrestmetals.com/sustainability/whistlerblower-and-grievance-mec/.

The Board has adopted an Anti-Bribery and Anti-Corruption Policy to ensure the Company adheres to best practices with respect to anti-corruption behaviour and that it has zero tolerance policy for bribery and corruption by employees, officers, directors, agents, consultants- and contractors of the Company.

The Anti-Bribery and Anti-Corruption Policy:

(1)sets out the responsibilities of the Company, and those working for it, in observing and upholding the Company’s policy on bribery and corruption; and

(2)provides guidance to those working for the Company on how to recognize and deal with bribery and corruption issues.

Pursuant to the Anti-Bribery and Anti-Corruption Policy, the Company will take all appropriate action under the policy to ensure compliance with the Anti-Bribery and Anti-Corruption Policy and applicable laws, rules and regulations, which may include disciplinary action, up to and including termination of employment, and reporting of violations of laws, rules and regulations to appropriate regulatory authorities.

The Company’s Anti-Bribery and Anti-Corruption Policy is available on the Company’s website (https://www.silvercrestmetals.com/sustainability/policies-and-guidelines/).

The Board has adopted a Disclosure Policy to ensure that communications to the investing public about the Company are timely, factual and accurate, and broadly disseminated in accordance with all applicable legal and regulatory requirements. The Disclosure Policy covers disclosures in documents filed with securities regulators and written statements made in the Company’s annual and quarterly reports, news releases, letters to shareholders, presentations by senior management and information contained on the Company’s website and other electronic communications. It extends to oral statements made in meetings and telephone conversations with analysts and investors, interviews with the media as well as speeches, press conferences and conference calls.

The Company’s Disclosure Policy is available on the Company’s website: https://www.silvercrestmetals.com/sustainability/policies-and-guidelines/.

The Board has adopted an Incentive Compensation Clawback Policy (the “Clawback Policy”) to recover performance-based compensation received under certain circumstances by executive officers of the Company. The Clawback Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended.

Under the Clawback Policy, when the Company is required to prepare an accounting restatement of previously issued financial statements due to its material non-compliance with financial reporting requirements under the US federal securities laws, the Board will reasonably promptly recover performance-based compensation in excess of what would have been received based on the restated financial results. The Clawback Policy applies to current or former executive officers of the Company.

The Company’s Clawback Policy is available on the Company’s website: https://www.silvercrestmetals.com/sustainability/policies-and-guidelines/.

The Board has adopted a Securities Trading Policy in order to ensure that its directors, officers, consultants and employees act, and are perceived to act, in accordance with applicable securities laws. Prohibited activities include:

(1)Insider trading – No employee may, directly or indirectly through any person acting on their behalf, trade in the Company securities while in possession of material non-public information concerning the Company.

(2)Trading during blackouts – No employee may, directly or indirectly through any person acting on their behalf, trade in the Company securities during any blackout period imposed on that employee specifically or imposed on employees generally. Employees are encouraged to advise all related persons to observe blackout periods on trading in the Company securities while at the same time taking care not to “tip” or disclose the material non-public information that created the blackout period.

(3)Tipping and disclosure of information – No employee may disclose or “tip” material non-public information concerning the Company to any other person or entity (including agents, service providers, analysts, individual investors, members of the investment community and news media, related persons and other friends or family members) unless such disclosure is necessary in the ordinary course of business and in compliance with rules applicable to “selective disclosure”.

(4)Advice – No employee may give trading advice of any kind to anyone while possessing material non-public information about the Company.

(5)Hedging and derivative trading – No employee, or to the extent practicable, any other person (or their associates) in a special relationship (within the meaning of applicable securities laws) with the Company, may at any time reduce or limit such person’s economic risk with respect to such person’s holdings, ownership or interest in or to the Company securities. The Company securities includes, without limitation, outstanding warrants, stock options or other compensation awards, the value of which are derived from, referenced to or based on the value or market price of the Company securities. Prohibited activities include engaging in short selling (i.e. selling securities not owned or not fully paid for), the purchase of financial instruments or the taking of any speculative or derivative positions or other that are designed to or that may reasonably be expected to have the effect of hedging or offsetting a decrease in the market value of any of the Company securities.

(6)Short sale – The only time that a short sale is allowed is when an employee is exercising options or warrants issued by the Company and requires the funds to facilitate the exercise.

The Company’s Securities Trading Policy is available on the Company’s website: https://www.silvercrestmetals.com/sustainability/policies-and-guidelines/.

Since 2019, the Company has engaged IT Directorship, an information technology (“IT”) Consultant, to manage its company-wide information systems, cyber security strategies and technology programs. This function is overseen by management and the Audit Committee. At the beginning of each fiscal year, management and the IT Consultant establish short-term and long-term IT strategies and objectives and communicate them to the Board. The Company has a multi-layered, defense-in-depth approach to information systems and cyber security, with intentional redundancies to increase protection of valuable data and information. The Company’s overall enterprise data security infrastructure is managed in accordance with applicable NIST Cybersecurity Framework security controls. The Company has established an Enterprise Cyber Risk and IT Controls Program to validate compliance and effectiveness. The Company has also established an Enterprise Cyber Security Awareness Training program with recurring phishing simulation and mandatory staff training campaigns.

The Company also actively seeks to mitigate information systems and cyber security risks by identifying, reviewing, and developing risk response strategies for such risks. On a quarterly basis, management reports to the Board an update on its company-wide information systems, cyber security strategies and programs. The Company has focused on its response capabilities to be better prepared for a significant cyber event following the completion of a Cyber Incident Tabletop Exercise with members of Management and the IT teams. The Company has not experienced any cyber-related breaches in the last five years. Cybersecurity awareness training is conducted semi-annually for employees and the Board.

Additional consultants and vendors are retained to provide ongoing information systems support, management, and maintenance, including systems event monitoring, managed endpoint security, managed backup, and incident response management.

The IT objectives include:

•supporting phased business growth and development;

•streamlining enterprise workflow, team collaboration and communication;

•maximizing return on investment of ERP investments;

•meeting regulatory and IT audit compliance requirements;

•reducing the likelihood and impact of a cyber breach; and

•improving end user IT experience and satisfaction.

On a quarterly basis, the IT Consultant reports on key activities of the last period, portfolio of IT projects, cyber risks and IT controls, IT operations and planned priorities. Semi-annually, the IT Consultant reports to management on the Company’s Cyber Risk and IT Controls status and effectiveness for the Company’s head office and locations in Mexico.

The Board has adopted a Community Policy committing to being positive social and economic contributors in the communities within the areas of influence of the Company’s operations. The Company believes in building long-term relationships that respect and promote local cultures and sustainable development that benefits communities.

The Company’s Community Policy is available on the Company’s website: https://www.silvercrestmetals.com/sustainability/policies-and-guidelines/.

The Board has adopted an Environmental Policy committing to conducting business in an environmentally responsible manner and meeting or surpassing regulatory requirements in all its exploration, development, mining and closure activities. At all levels of business planning throughout the Company activities, the Company is committed to incorporating processes and procedures that protect the local environment and natural resources for stakeholder communities and future generations.

The Company’s Environmental Policy is available on the Company’s website: https://www.silvercrestmetals.com/sustainability/policies-and-guidelines/.

The Board has adopted a Health & Safety Policy to safeguard the health, safety and well-being of the Company’s personnel and partners (employees, contractors, suppliers, local communities and other stakeholders). The Company’s approach goes beyond compliance, seeking continuous improvements and expects health and safety engagement at all levels of the Company and at all project sites. The Company strives to develop safety culture for people working at the Company’s different project sites with a focus on accident prevention.

The Company’s Health & Safety Policy is available on the Company’s website: https://www.silvercrestmetals.com/sustainability/policies-and-guidelines/.

The Board has adopted a Human Rights Policy committing to identifying, preventing, mitigating and monitoring adverse Human Rights impacts resulting from or caused by the Company’s business activities. Respect for Human Rights is consistent with the Company’s values outlined in the Company’s Code of Conduct, which are fundamental to the sustainability of the Company and the communities within which the Company operates. A diverse and inclusive workplace is critical to the Company’s success and all personnel have a responsibility, both individually and collectively, to operate in a way which respects Human Rights and fosters an inclusive culture in which all of the Company’s people and partners (employees, shareholders, contractors, suppliers, local communities and any other stakeholder) are treated with dignity and respect.

The Company is sensitive to Human Rights issues associated with mining activities. The Company seeks to prevent causing or contributing to adverse human rights impacts and will address, mitigate, and monitor any such impacts in a timely manner.

The Company’s Human Rights Policy is available on the Company’s website: https://www.silvercrestmetals.com/sustainability/policies-and-guidelines/.

The Board has adopted a Water Management Policy committing to conducting business as a responsible water steward including meeting or surpassing regulatory requirements in all of its exploration, development, mining and closure activities. The

Company operates with the organizational understanding that water is a shared and finite resource with vital importance. The Company shares the view that access to water is a human right.

The Company’s Water Management Policy is available on the Company’s website: https://www.silvercrestmetals.com/sustainability/policies-and-guidelines/.

The Compensation Committee is tasked with the responsibility of, among other things, recommending to the Board compensation policies and guidelines for the Company and for implementing and overseeing compensation policies approved by the Board. The Compensation Committee reviews annually and makes recommendations to the Board in respect of the compensation paid by the Company to its directors and executive officers. The compensation to executive officers is composed primarily of three elements: namely, base salary or consulting fees, performance bonus payments, and equity participation through the Company’s Option Plan (as defined herein) and SU Plan (as defined herein). The Compensation Committee’s compensation policy objectives are (i) to attract and retain qualified executive officers, (ii) to align executives’ interests with those of the shareholders; and (iii) to reward demonstration of leadership and performance. The Compensation Committee is responsible for reviewing and considering corporate goals and objectives relevant to compensation for all executive officers, evaluating their performance in light of those corporate goals and objectives, and determining (or making recommendations to the Board with respect to) the level of compensation for the executive officers based on this evaluation.

The Compensation Committee also reviews and recommends to the Board for its approval any severance or similar termination payments proposed to be made to any current or former executive officer. Any compensation paid to a director or executive officer must be approved by the Compensation Committee and by a majority of the independent members of the Board.

The Compensation Committee is currently comprised of three directors, all of whom are independent. The Compensation Committee has the authority, at its discretion, to retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser to assist the committee in reaching compensation decisions.

The Compensation Committee is also tasked with, among other things, the following responsibilities:

(1)monitoring and making recommendations to the Board in respect of total compensation paid by the Company to its executive officers and non-executive/non-employee directors of the Company (“Non-Employee Directors”); and

(2)reviewing the adequacy and form of compensation of directors and ensuring that the compensation realistically reflects the responsibilities and risks involved in being a director.

The Corporate Governance and Nominating Committee is tasked with the responsibility of, among other things, selecting (or recommending that the Board select) the director nominees for the next annual meeting of shareholders. In carrying out such responsibilities, the Corporate Governance and Nominating Committee has the sole authority to retain and terminate any search firm to be used to identify director candidates and has authority to approve the search firm’s fees and other retention terms.

The Corporate Governance and Nominating Committee is currently comprised of four directors, all of whom are independent.

The Corporate Governance and Nominating Committee is tasked with the following responsibilities:

(1)identifying and recommending qualified individuals for nomination to the Board of Directors;

(2)developing qualification criteria for Board members for recommendation to the Board in accordance with the Company’s corporate governance guidelines;

(3)in conjunction with the Board Chair (or, if the Board Chair is not an independent director, the lead director), assigning Board members to the various committees of the Board; and

(4)reviewing annually or more often if appropriate: (i) committee members’ qualifications and requirements; (ii) committee structure (including authority to delegate); and (iii) committee performance (including reporting to the Board).

The Corporate Governance and Nominating Committee is also tasked with:

(1)developing and recommending to the Board corporate governance principles applicable to the Company;

(2)monitoring the Company’s overall approach to corporate governance issues and administering a corporate governance system which is effective in the discharge of the Company’s obligations to its shareholders;

(3)in conjunction with the independent Board Chair, overseeing the evaluation of the Board and of the Company and making recommendations to the Board as appropriate;

(4)reviewing the Company’s Code of Conduct and recommending any changes to the Board; and

(5)reviewing and reassessing at least annually the adequacy of the Company’s corporate governance guidelines and the Corporate Governance Committee’s Charter and recommending any proposed changes to the Board for approval. The Corporate Governance and Nominating Committee must also annually review its own performance.

The Corporate Governance and Nominating Committee has the authority to conduct any investigation appropriate to fulfill its responsibilities. It has the ability to retain, at the Company’s expense, such compensation consultants or legal assistance it deems necessary in the performance of its duties.

The Audit Committee is a committee of the Board established for the purpose of overseeing the accounting and financial reporting process of the Company and external quarterly reviews and annual audits of its consolidated financial statements. In connection therewith, the Audit Committee assists the Board in fulfilling its oversight responsibilities in relation to the Company’s internal accounting standards and practices, financial information, accounting systems and procedures (including the management and security of information systems), financial reporting and statements and the nature and scope of the annual external audit. The Audit Committee also recommends for Board approval the Company’s quarterly unaudited and audited annual consolidated financial statements, MD&A and other financial disclosure. The disclosure required by Form 52-110F1 of National Instrument 52-110 – Audit Committees is contained in Section 10 of the Company’s annual information form dated as of March 11, 2024 for the year ended December 31, 2023 available under the Company’s profile on the SEDAR+ at www.sedarplus.ca.

The SESS Committee is tasked with overseeing the Company’s performance relating to safety (including occupational health), climate related and other environmental and social sustainability matters. The SESS Committee’s purpose is to assess the effectiveness of the Company’s policies and practices in these areas, monitor compliance with applicable laws, rules and regulations, assess potential operational, human resource and financial risks and opportunities that stem from environmental, geopolitical or social factors and report periodically to the Board. In support of the Company’s commitment to a healthy and safe workplace and adhering to best practices in environmental stewardship and socially sustainable exploration, development and operations, the SESS Committee’s responsibilities include, but are not limited to: monitoring development and implementation of industry leading policies, assessing non-compliance risks and advising on strategies to mitigate such risks, as well as advising on areas of improvements.

The SESS Committee oversaw the process of identifying climate-related risks using scenario analysis and following global disclosure standards. Results were published November 2022: silvercrestmetals.com/_resources/reports/SilverCrest-Metals-TCFD-report-Final.pdf?v=0410. The SESS Committee is also committed to aligning sustainability disclosure with IFRS S1 and S2 using sector specific SASB metrics to track the Company’s performance.

The Board welcomes input and comments from shareholders on all aspects of the Company’s governance program and how the Company and its Board can continue to drive value for shareholders.

Please send your comments to:

Anna Ladd-Kruger, Audit Committee Chair

Email: auditcommitteechair@silvercrestmetals.com

The Company and the Board believe that shareholders should be provided with clear and comprehensive disclosure of the Company’s executive compensation arrangements, including the objectives, philosophy and principles the Board has used to make executive compensation decisions.

Consistent with last year, the Board wishes to offer shareholders the opportunity to cast at the Meeting an advisory vote on the Company’s approach to executive compensation as disclosed in this section entitled “Compensation of Executive Officers and Directors”. This section discusses the Company’s executive compensation philosophy, objectives, policies and practices and

provides important information on the key components of SilverCrest’s executive compensation program. It explains how SilverCrest’s executive compensation program is based on a pay-for-performance approach that is aligned with risk management principles and the long-term interests of shareholders. It is the Board’s intention that this advisory shareholder vote will form an important part of the ongoing process of engagement between shareholders and the Board on compensation.

The Company’s approach to executive compensation was accepted by a majority of shareholders in 2023. The detailed voting results on last year’s advisory resolution on the approach to executive compensation is set out below.

At the Meeting, shareholders will be asked to consider and, if deemed appropriate, approve a non-binding advisory resolution to accept the Company’s approach to executive compensation, as more particularly described in this Information Circular, substantially in the form set out below (the “Advisory Resolution”). The resolution conforms to the form of resolution recommended by the Canadian Coalition for Good Governance. Shareholders may vote for or against the following Advisory Resolution:

The Board has concluded that the Company’s approach to executive compensation disclosed in this Circular is in the best interests of the Company and shareholders and unanimously recommends that shareholders vote “FOR” the Advisory Resolution.

As this is an advisory vote, the Board will not be bound by the results of the vote. However, the Board will take the results of the vote into account, together with feedback received from shareholders, when considering its approach to executive compensation in the future. Results of the vote will be disclosed in the report of voting results and in next year’s management information circular.

Set out below are particulars of compensation paid to the following persons (the “Named Executive Officers” or “NEOs”):

a.an individual who acted as chief executive officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year (“CEO”);

b.an individual who acted as chief financial officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year (“CFO”);

c.each of the three most highly compensated executive officers of the Company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and

d.each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries, nor acting in a similar capacity, at the end of that financial year.

In respect of the Company’s year ended December 31, 2023, the Company’s five NEOs were as follows.

(1) Mr. Lafleur joined SilverCrest in July 2021 as the Company’s Vice President, Technical Services, and was appointed Vice President, Operations effective February 2024.

Provided below are highlights of the Company’s executive compensation plan that are in place to ensure good governance:

•Reasonable dilution to shareholders – It is the Compensation Committee’s intention to maintain a low annual dilution (“burn”) rate. The three-year average burn rate as of 2023 was 1.0% (see “Securities Authorized for Issuance under Equity Compensation Plans - Annual Burn Rate” for the calculation of the Company’s burn rate).

•Pay for performance – The vast majority of NEO compensation is tied to “at risk” pay in the form of annual incentives and long-term Incentives (namely stock options and share units (“SUs”)). For the CEO, 71% of target compensation is tied to Incentive compensation and the average for the other four NEOs is 63%.

•Regular review of peer group – The Compensation Committee regularly reviews the applicability of the compensation peer group for NEOs and adjusts the peer group, as necessary, to ensure it remains relevant and comparable with the ever-evolving size and scope of the Company’s operations. The peer group evolved materially during 2022 due to the Company’s transition from the construction phase to commercial production. During 2022, the Compensation Committee engaged GGA to complete an updated compensation review that included an updated peer group intended to be used as benchmarks on a go-forward basis as a producing mining company. There was no change to the peer group in 2023. The Compensation Committee plans to conduct another review at the end of 2024, two years after announcing commercial production.

•Relevant performance metrics – The performance metrics and expected performance levels for the annual incentive plan are reviewed on an annual basis to ensure the metrics and expected performance focus the NEOs on relevant activities for the business and tie payouts to positive performance for the Company’s shareholders. For 2023, this includes operational execution on the Las Chispas Mine, share price performance as well as sustainability initiatives.

•Threshold performance expectations before incentive payouts are made – Threshold performance expectations are set to make sure that a minimum level of performance is achieved against annual incentive performance metrics before payouts can be made for that metric. If threshold performance is not achieved under the annual incentive performance metrics then there is the possibility for no annual incentive to be paid. Stock option grants, due to the requirement for the Company’s share price to exceed the exercise price on grant date for value to be earned upon exercise, also act as a minimum performance expectation in the long run. PSUs have minimum performance expectations that must be achieved over the vesting performance period in order for PSUs to vest in the future.

•Caps on incentive payouts – Annual incentive payouts are capped at 150% of target for each NEO to ensure affordability for the Company.

•Modest benefits and perquisites – Benefits and perquisites are set at competitive levels, but represent a small part of total NEO compensation.

•Clawback Policy – All performance-based compensation after February 25, 2021 is subject to clawback in accordance with the Company’s Clawback Policy under a variety of different scenarios (see “Incentive Compensation Clawback Policy” under “Corporate Governance Disclosure - Environmental, Social & Governance (ESG)”).

•No excessive Change of Control or Termination without Cause severance obligations – NEO severance obligations are capped at no higher than 24 months in the case of a change of control of the Company and 18 months in the case of termination without cause which falls within acceptable market norms.

•Double Trigger Change of Control provisions – Change of control provisions in the Company’s employment agreements only trigger when there is both a change in control of the Company and a subsequent termination of employment. Subsequent to year end, the change of control provision in the consulting agreement with N. Eric Fier (through Maverick Mining Consultants Inc.) was modified to provide that the change of control benefit which had applied solely on a change of control of the Company would not be triggered if Mr. Fier was offered and accepted the position of chief executive officer of the successor company. See “Employment and Consulting Agreements / Termination and Change of Control Benefits ”.

•Independent Advice on compensation levels and structure – The Compensation Committee has engaged with Global Governance Advisors (“GGA”) for the past few years to support the Compensation Committee in making decisions regarding executive and Board compensation at the Company (see “Compensation Discussion and Analysis - Compensation Review Process” for more information).

•Review of compensation risk – The Compensation Committee monitors the risk inherent within its compensation program to ensure the program does not encourage excessive risk-taking.

•“Anti-hedging” policy – The Company’s Securities Trading Policy includes the prohibition of hedging and derivative trading for any employee of the Company, including NEOs.

•Share ownership requirements – In 2020, the Company adopted share ownership requirements for its C-suite executives (CEO, President, COO and CFO) and Non-Employee Directors that are in-line with market expectations. At the end of 2023, the C-suite executives on average exceeded their share ownership requirements by seven times and the Non-Employee Directors exceeded their share ownership requirements by four times. See “Executive Share Ownership Guidelines” and “Directors Share Ownership Guidelines” below.

During 2023, the Company’s Compensation Committee was comprised of three members (Hannes Portmann (Committee Chair), Ani Markova, and John Wright), all of whom were independent. Each of the members of the Compensation Committee have human resource and compensation experience relevant to oversee and advise on the Company’s executive compensation practices. Mr. Portmann has over 10 years of experience serving in senior management roles in publicly traded companies in the mining industry, including as CEO and CFO, where he was actively involved in compensation matters.

The Compensation Committee members had the necessary experience to enable them to make decisions on the suitability of the Company’s compensation policies or practices during 2023. The Compensation Committee’s responsibilities, powers and operation are described above under “Corporate Governance Disclosure - Committees of the Board Compensation Committee”.

The Board of Directors recognizes that the Company’s success depends greatly on its ability to attract, retain and motivate superior performing employees, which can only occur if the Company has an appropriately structured and implemented compensation program.

The principal objectives of the Company’s executive compensation program are as follows:

a.to attract and retain qualified executive officers, which includes having compensation that is competitive within the marketplace;

b.to align executives’ interests with those of the shareholders; and

c.to reward demonstration of both leadership and performance.

Since 2019, the Company, through the Compensation Committee, has engaged GGA, an independent compensation advisor with significant global executive and director compensation experience, to evaluate and provide recommendations on formalizing the Company’s executive and director compensation programs to be market-competitive among a defined “Peer Group” (as detailed below) and to review its prior information circular disclosures. This review has included analysis of the Company’s Peer Group and evaluation of total direct compensation (base salary plus short-term incentive and long-term incentive) levels and high-level analysis of the Company’s short and long-term design practices relative to the competitive market. The Company’s Peer Group is reviewed periodically to generally ensure it remains aligned with the current size and scope of the Company’s operations, and is based on companies that generally meet the following criteria:

•public company listed on any of the TSX, TSX Venture Exchange or a major U.S. stock exchange;

•generally of similar size – market capitalization, expected annual mining production and/or total assets between 0.25 to 4.0 times the size of the Company;

•generally of similar stage of operations and relative workload placed on the executive team (updated in 2022 to focus on companies that are operational and produce revenue or are close to production); and

•primarily focused on precious metals projects in the Americas.

The Company’s Peer Group for 2023 consisted of the following companies:

Prior to 2022, GGA last completed a compensation review for the Company’s executives and Non-Employee Directors in the fall of 2020 when the Company was still an exploration company and had yet to make a final construction decision at Las Chispas. The Peer Group selected in late 2020 was intended to be used as benchmarks until the Company began processing minerals in mid-2022. During 2022, the Compensation Committee engaged GGA to complete an updated compensation review that included an updated peer group to determine how to structure compensation on a go-forward basis as a producing mining company. This work was completed in the summer of 2022.

In 2022, the Company was positioned above the median of the updated Peer Group in terms of market capitalization, but below the median of the Peer Group in terms of total assets.

The Company’s compensation program seeks to reward an executive officer’s current and future expected performance. Individual performance is reviewed for all executive officers based largely on a quantitative and qualitative evaluation of the Company’s achievement of corporate milestones and objectives. Please refer to the “Performance Bonus Payments” section below for each NEO’s relative weighting between corporate and individual targets.

The Board has adopted the Securities Trading Policy which includes the prohibition of hedging and derivative trading for any employee or director of the Company. During 2023, no Named Executive Officer or director, directly or indirectly, purchased any financial instruments or employed a strategy to hedge or offset a decrease in market value of equity securities granted as compensation or held.

The Compensation Committee is tasked with the responsibility of, among other things, recommending to the Board, compensation policies and guidelines for the Company and for implementing and overseeing compensation policies approved by the Board.

The Compensation Committee also reviews on an annual basis the cash compensation, performance and overall compensation package of each executive officer, including the Named Executive Officers. It then submits to the Board recommendations for each executive officer with respect to base salary or consulting fee, bonus, and participation in equity compensation arrangements.

The Compensation Committee considered the implications of the risks associated with the Company’s compensation policies and practices and concluded that, given the nature of the Company’s business and the role of the Compensation Committee in overseeing the Company’s executive compensation practices, the compensation policies and practices do not serve to encourage any Named Executive Officer to take inappropriate or excessive risks, and no risks were identified arising from the Company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

The Compensation Committee is required to pre-approve any compensation related engagements by GGA. Although management of the Company may work with GGA on compensation specifics, GGA reports directly to the Compensation Committee in all engagements undertaken. The Company incurred the following fees for GGA’s work over the past two years:

(1)$21,200 billed in 2022 relates to work performed in 2021.

During 2023, GGA reviewed the Company’s management information circular disclosure and vacation policy. GGA also hosted an educational session on Say on Pay.

During 2022, the Compensation Committee engaged GGA to provide an executive compensation review for its top seven employees and Non-Employee Directors against an updated peer group of producing mining companies and/or those companies close to production to prepare the Company for potential compensation adjustments required with the move from a

construction phase to producing company. GGA also reviewed the Company’s management information circular disclosure, and Option Plan to ensure it aligned with best corporate governance practices in the industry.

During 2023, the Company’s compensation program consisted of the following elements:

a.base salary or consulting fees;

b.performance bonus payments; and

c.equity participation through the Company’s Option Plan (as defined below) and SU Plan (as defined below), (collectively, “Total Direct Compensation”).

As shown below, under the Company’s executive compensation program, a significant portion of an executive’s annual Target Total Direct Compensation is variable and at-risk based on annual Balanced Scorecard performance as well as the performance of the Company’s share price over a multi-year period.

Details on each of the three components of Total Direct Compensation are provided below:

In determining the annual base salary or consulting fee, the Board of Directors, with the recommendation of the Compensation Committee, considered the following factors:

a.the particular responsibilities related to the position;

b.salaries paid by other companies in the mining industry of similar size as the Company, at the same stage of development as the Company, and considered comparable to the Company;

c.the experience level of the Named Executive Officer;

d.compensation data provided in a mining industry report produced by GGA; and

e.the amount of time and commitment which the Named Executive Officer devoted to the Company and is expected to devote to the Company in the future.

The Compensation Committee annually reviews the base salary or consulting fee payable to each NEO or the NEO’s management company, as applicable, based on the aforementioned criteria to ensure that compensation levels are competitive and fair. Base salary levels are also set taking into account the relative size of the Company against its Peer Group and targeted to be positioned at the median of the Peer Group.

The annual base salaries for NEOs were as follows:

(1)The NEOs 2022 Base Salary / Consulting Fee presented in the table above were made effective September 1, 2022. For the period from January 1, 2022 to August 31, 2022, each NEO received an incremental 5% over their 2021 Base Salary / Consulting Fee.

The performance bonuses or short-term incentive payouts (“STIP”) are payable in cash, and the amount payable is based on the Compensation Committee’s assessment of performance against pre-established objectives and targets.

STIP awards are communicated to each eligible participant as a target percentage of base salary. Based on a combination of corporate and individual performance each year against stated objectives, a participant can earn a STIP payout of up to 150% of target if maximum performance levels are achieved. Conversely, if a threshold level of performance is not achieved for a specific objective, then that portion of the STIP award will not be earned and result in a 0% multiplier. Given this design, there is the potential for no STIP payout to be made if threshold performance levels are not achieved.

The table below summarizes the STIP eligibility as a percentage of base salary and the relative weighting between corporate and individual targets, which were established by the Compensation Committee during the year after conducting its executive compensation review.

In respect of the 2023 financial year, the Board of Directors, with the recommendation of the Compensation Committee, awarded performance bonuses to the NEOs. The Board, at its discretion, completed the final assessment of 2023 performances in February 2024.

The following table shows the results against the 2023 corporate performance measures:

(1)Silver equivalent ("AgEq") ratio used in this Information Circular of 79.51:1 is based on the technical report for Las Chispas titled "Las Chispas Operation Technical Report" dated September 5, 2023 with an effective date of July 19, 2023 (the “Las Chispas Technical Report”).

(2)All-in-sustaining costs (AISC) are a non-GAAP financial measure. Further details on these non-GAAP financial measures can be found in the section “Non-GAAP Financial Measures” in the December 31, 2023 MD&A available on SEDAR+ at www.sedarplus.ca and on the Company’s website.

Key performance indicators (“KPIs”) for each NEO reflect the Company’s objectives and strategies and the roles and responsibilities of the NEO. Recommendations to the Board were based on an assessment performance against KPIs established at the beginning of the year. The following table shows the performance results of the NEOs relative to their KPIs.

Individual scores were based on the following achievements in relation to objectives:

The following table shows the key categories of the Company’s 2024 target corporate objectives, which are more aligned with a production-phase company than construction-phase company:

The Company provides for equity participation in the Company through its stock option plan (the “Option Plan”) and Equity Share Unit Plan (the “SU Plan”). The Company’s maximum allocation for the Option Plan and the SU Plan is an aggregate of 7% of the outstanding Common Shares of the Company from time to time, broken down as follows:

•Option Plan – 5.5% of the issued and outstanding Common Shares from time to time for stock options granted under the Option Plan.

•SU Plan – 1.5% of the issued and outstanding Common Shares from time to time to settle share units (“SUs”), including restricted share units (“RSUs”) and PSUs, and deferred share units (“DSUs”) granted under the SU Plan.

The granting of stock options and SUs and DSUs is intended to encourage the maximization of shareholder value by better aligning the interests of the executive officers with the interests of shareholders.

Options may be granted to purchase Common Shares on terms that the Board of Directors may determine, with recommendations from the Compensation Committee and subject to the limitations of the Company’s Option Plan and the requirements of applicable regulatory authorities. The Compensation Committee is mandated to review and make recommendations to the Board regarding the remuneration of executive officers, the granting of stock options to directors, executive officers, employees and consultants of the Company, and compensation policies, including the Option Plan.

Individual grants of stock options are determined by an assessment of the individual’s current and expected future performance, level of responsibilities, the importance of the proposed optionee’s position and contribution to the Company, and previous stock option grants and exercise prices.

The Company’s Option Plan, which was approved by the Board on April 22, 2022 and approved by shareholders at the 2022 annual general meeting on June 15, 2022, is a “rolling 5.5%” stock option plan whereby the Company may reserve for issuance pursuant to the exercise of stock options up to 5.5% of the issued and outstanding Common Shares from time to time. The following is a summary of the principal terms of the Option Plan, which is qualified in its entirety by reference to the text of the Option Plan, a copy of which can be found under the Company’s SEDAR+ profile on www.sedarplus.ca or on the Company’s website at www.silvercrestmetals.com. For the purposes of the description of the Option Plan below, unless otherwise defined herein, capitalized terms shall have the meanings ascribed thereto in the Option Plan.

The purpose of the Option Plan is to provide an incentive to the directors, executive officers, employees, consultants and other personnel of the Company or any of its subsidiaries (collectively, “Eligible Persons”) to achieve the longer-term objectives of the Company; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Company; and to attract to and retain in the employ of the Company or any of its subsidiaries persons of experience and ability by providing them with the opportunity to acquire an increased proprietary interest in the Company.

The Option Plan includes the following provisions:

•The number of Common Shares to be reserved and authorized for issuance pursuant to options granted under the Option Plan to Eligible Persons is 5.5% of the issued and outstanding Common Shares from time to time.

•The Option Plan is administered by a “Committee” which means the Board of Directors or such committee of the Board that the Board has designated to administer the Option Plan. In determining the Eligible Persons to whom options may be granted and the number of options granted to any Eligible Person, the Committee may take into account such factors as it shall determine in its sole and absolute discretion.

•The exercise price for options granted under the Option Plan will not be less than the “market price” of the Common Shares (which, under the Option Plan, is the last closing price of the Common Shares on the TSX before the date of the option grant).

•Options may be exercisable for a term of up to ten years, subject to earlier termination in the event of death or the optionee’s cessation of services to the Company.

•The vesting for each option will be determined by the Committee at the time that the option is granted, and will be specified in the notice of option grant to the optionee.

•Upon cessation of services:

◦Subject to certain limitations, if an optionee’s employment or engagement is terminated for any reason other than death, retirement, long-term disability or for cause, the options held by such optionee may be exercised within 90 days of termination, provided such options have vested and not expired.

◦Subject to certain limitations, if an optionee’s employment is terminated due to retirement or as a result of long-term disability, unless the Board determines otherwise, the options held by such optionee may be exercised within one year of retirement or termination as a result of long-term disability, provided such options have vested and not expired. In addition, such optionee’s unvested options will continue to vest in accordance with their terms until the earlier of the date which is one year following the date of retirement or termination as a result of long-term disability and the expiry date.

◦Subject to certain limitations, if an optionee’s employment is terminated by reason of death, unless the Board determines otherwise, the options held by such optionee shall become fully vested and may be exercised by the legal personal representative(s) of such optionee’s estate within one year following the death of the optionee or prior to the expiry date, whichever is earlier.

•Options are non-transferable and non-assignable, except as provided for in the Option Plan in the case of an optionee’s death.

•If the expiry date of an option occurs during a blackout period applicable to the relevant optionee, or within 10 business days after the expiry of a blackout period applicable to the relevant optionee, then the expiry date for the option will be the date that is the 10th business day after the expiry of the blackout period.

•Subject to the provisions of the Option Plan and, upon prior approval of the Committee, once an option has vested and become exercisable an optionee may elect, in lieu of paying the exercise price to purchase optioned Common Shares, to exercise the option by surrendering the option in exchange for the issuance of Common Shares equal to the number determined by dividing (a) the difference between the market price of the Common Shares as at the date of settlement and the exercise price of such option by (b) the market price of the Common Shares as at the date of settlement, with any fractional Common Shares to be disregarded.

•If the Company completes a transaction which results in a “Change of Control” (as defined in the Option Plan), all unvested options will vest, and, if within 90 days (or such other period as the Board determines) following the completion of such transaction an event that would constitute “constructive dismissal” (as defined pursuant to common law) occurs, and, if within 90 days (or such other period as the Board determines) following the date of such “constructive dismissal” an optionee’s employment is terminated (whether at the optionee’s discretion or otherwise), then all options held by such optionee will remain exercisable until the earlier of 90 days (or such other period as the Board determines) from the date of termination and the expiry date thereof.

•Participation limits:

◦Subject to certain limitations, the total number of Common Shares that may be issued to any individual optionee under the Option Plan together with all other security based compensation arrangements of the Company in any one-year period, shall not exceed 5% of the number of issued and outstanding Common Shares at the date of grant.

◦Subject to certain exceptions, the total number of Common Shares issuable to insiders of the Company as a group at any time and the total number of Common Shares issued to insiders of the Company within any one-year period, under the Option Plan together with all other security based compensation arrangements of the Company shall not exceed 10% of the issued and outstanding Common Shares, on a non-diluted basis, at the date of option grant.

◦The total number of Common Shares that may be issued to any one insider of the Company under the Option Plan together with all other security based compensation arrangements of the Company shall not exceed 5% of the number of issued and outstanding Common Shares at the date of grant.

◦the aggregate annual value of options that may be granted to each Non-Employee Director under the Option Plan and any other security based compensation arrangements of the may not exceed $150,000 per Non-Employee Director per financial year of the Company, of which no more than $100,000 may be in the form of options.

•The Board may, at any time and from time to time, without the approval of the shareholders of the Company, suspend, discontinue or amend the Option Plan or any outstanding option granted thereunder, in whole or in part, provided that all material amendments to the Option Plan shall require the prior approval of the shareholders of the Company. Examples of the types of amendments that are not material that the Board is entitled to make without shareholder approval include, without limitation, the following:

a.ensuring compliance with applicable law;

b.amendments of a “housekeeping” nature, which include amendments to eliminate any ambiguity or correct or supplement any provision contained herein which may be incorrect or incompatible with any other provision hereof;

c.a change to provisions on transferability of options for normal estate settlement purposes;

d.a change in the process by which an optionee who wishes to exercise an option can do so, including the required form of payment for the Common Shares being purchased, the form of exercise notice and the place where such payments and notices must be delivered;

e.changing the vesting and exercise provisions of the Option Plan or any option in a manner which does not entail an extension beyond the option’s original expiry date for any applicable option, including to provide for accelerated vesting and early exercise of any options deemed necessary or advisable in the Board’s discretion; and

f.changing the termination provisions of the Option Plan or any option which does not entail an extension beyond the option’s original expiry date.

•Any amendment to the Option Plan is also subject to any necessary approvals of any stock exchange or regulatory body having jurisdiction over the securities of the Company and, where required for such approvals, the approval of the shareholders of the Company. The Option Plan provides that the Board may not, without the approval of the holders of a majority of Common Shares and other voting securities of the Company present and voting in person or by proxy at a meeting of shareholders of the Company, amend the Option Plan or an option to:

a.increase the maximum number of Shares issuable;

b.make any amendment that would reduce the exercise price of an outstanding option (including a cancellation and reissue of an option or other entitlements);

c.make any amendments to the Non-Employee Director participation limits;

d.extend the expiry date of any option beyond the expiry date of the option determined at the date of grant in accordance with the Plan, except with respect to an expiry date that occurs during a blackout period;

e.changing the categories of individuals contained in the definition of “Eligible Person” who are eligible to participate in the Option Plan, including where such change may introduce, re-introduce, broaden or increase the participation of Non-Employee Directors under the Option Plan;

f.amend the Option Plan to permit the transfer or assignment of options, except to permit a transfer to a family member, an entity controlled by the holder of the options or a family member, a charity or for normal estate planning or estate settlement purposes; or

g.any amendments to the plan amendment provisions of the Option Plan, provided that, in the case of an amendment referred to in clauses (a) and (c) above, insiders who benefit from such amendment are not eligible to vote their Shares in respect of the approval.

As at December 31, 2023 the Option Plan authorized the issuance of 5.5% of the then issued and outstanding Common Shares (being a total of 8,081,414 Common Shares as at that date) in connection with options that were outstanding or that may be granted in the future. As at December 31, 2023, based on there being outstanding options to purchase a total of 4,105,200 Common Shares (representing approximately 2.8% of the then outstanding Common Shares), 3,976,214 additional Common Shares (representing approximately 2.7% of the then outstanding Common Shares) were then available for future option grants under the Option Plan.

To date, all options granted have been for a maximum of five years. The annual burn rate under the Option Plan is set out under “Securities Authorized for Issuance under Equity Compensation Plans - Annual Burn Rate”.

The policies of the TSX require that the unallocated securities under all security based compensation arrangements which do not have a fixed maximum aggregate number of securities issuable thereunder (such as the Option Plan) be re-approved by an issuer’s shareholders every three years after the date of initial shareholder approval of the compensation arrangement. The shareholders of the Company initially approved the Stock Option Plan at the 2022 annual general meeting held on June 15, 2022, and, accordingly, the next shareholder reconfirmation must be obtained by June 15, 2025 or such later date permitted by the TSX.

The Company’s SU Plan was adopted by the Board on June 3, 2021 and approved by the shareholders of the Company on June 15, 2021. The following is a summary of the principal terms of the SU Plan, which is qualified in its entirety by reference to the text of the SU Plan, a copy of which is attached hereto as Schedule A and which can be found under the Company’s SEDAR+ profile on www.sedarplus.ca or on the Company’s website at www.silvercrestmetals.com. For the purposes of the description of the SU Plan below, unless otherwise defined herein, capitalized terms shall have the meanings ascribed thereto in the SU Plan.

The purpose of the SU Plan is to attract, retain and reward those employees, executive officers, consultants and, for the purposes of the DSUs only, non‑employee directors, who are expected to contribute significantly to the success of the Company, to incentivize such individuals to perform at the highest level, to strengthen the mutuality of interests between such individuals and the Company’s shareholders and, in general, to further the best interests of the Company.

The SU Plan provides participants with the opportunity through SUs, including RSUs and PSUs, and through DSUs to acquire an ownership interest in the Company.

The SU Plan includes the following provisions:

1.The SU Plan will be administered by the Board or by a delegated committee of the Board (collectively, the “Board” for the purposes of this summary of the SU Plan).

2.The maximum number of Common Shares that are issuable from treasury to settle SUs and DSUs under the SU Plan shall not exceed 1.5% of the aggregate number of the Common Shares issued and outstanding from time to time, calculated on a non-diluted basis on the date of grant.

3.The aggregate number of Common Shares that are issuable at any time to insiders pursuant to awards under the SU Plan and any other treasury based compensation arrangement adopted by the Company (including the Company’s prevailing stock option plan) cannot exceed 10% of the issued and outstanding Common Shares.

4.The aggregate number of Common Shares that may be issued, within a one-year period, to insiders pursuant to awards under the SU Plan and any other treasury-based compensation arrangement adopted by the Company cannot exceed 10% of the issued and outstanding Common Shares.

5.The aggregate number of Common Shares reserved for issuance to any one person under the SU Plan and any other treasury-based compensation arrangement adopted by the Corporation must not exceed 5% of the then outstanding Common Shares (on a non-diluted basis).

6.The number of Common Shares that are issuable to Non-Employee Directors under the SU Plan and any other equity compensation plan of the Company (excluding Common Shares underlying DSUs issued to Non-Employee Directors in lieu of retainer fees and granted on a value-for-value basis with such retainer fees) shall not at any time exceed (i) in aggregate, 1% of the issued and outstanding Common Shares, or (ii) $150,000 worth of Common Shares annually per Non-Employee Director, including other equity awards (of which stock options may not exceed $100,000) granted under any of the Company’s other -equity based compensation plans.

7.The initial value of a SU or DSU will be equal to the “Market Price” of a Common Share as at the date of grant of the SU or DSU. “Market Price” with respect to a Common Share on any date for the purposes of the SU Plan is the volume weighted

average trading price of the Common Shares for the five preceding trading days on TSX (or NYSE American if the Shares are not listed and posted for trading on TSX).

8.No SU granted shall vest and be payable after December 31st of the third calendar year following the year of service for which the SU was granted.

9.No DSUs may be redeemed prior to the participant’s termination of office or employment nor after December 31st of the year following the year of such termination.

10.Unless otherwise set forth in the particular award agreement, the Board may elect one or any combination of the following settlement methods for the settlement of vested SUs and DSUs: issuing Common Shares to the participant from treasury; causing a broker to purchase Common Shares on the TSX for the account of the participant; paying cash to the participant; or a combination of the foregoing. If the Board has not specified a settlement method for an award, settlement would be issuance of Common Shares from treasury.

11.If any settlement date for SUs or DSUs would otherwise occur during a blackout period, the settlement date would be extended to the 10th business day following the end of such blackout period.

12.Unless otherwise determined by the Board, for retainer fees payable to Non-Employee Directors, a Non-Employee Director may elect to receive all or part of retainer fees in the form of DSUs by timely providing an election notice to the Company in accordance with the SU Plan, specifying the percentage of retainer fees in respect of which the Non-Employee Director elects to receive DSUs. Where a Non-Employee Director has elected to receive such deferred fees, the last day of a financial quarter of the Company in which retainer fees are earned shall be deemed the date of grant.

13.Unless otherwise determined by the Board, SUs and DSUs will be credited with dividend equivalents in the form of additional SUs and DSUs, respectively, as of each dividend payment date if and when any normal cash dividends may be paid on Common Shares. Upon the Company paying a dividend on Common Shares, the number of SUs or DSUs in a participant’s account shall be increased by a number equal to: (i) the amount of the dividend paid per Common Share multiplied by (ii) the number of SUs or DSUs in the participant’s account, divided by (iii) the Market Price as at the date that the dividend is paid, with fractions computed to three decimal places. Dividend equivalents, if and when applicable, would vest in proportion to the SUs or DSUs to which they relate and will only be earned to the extent that any time and/or performance-based vesting conditions of SUs or DSUs are met.

14.A participant under the SU Plan may not sell, assign or otherwise dispose of any award, except by will or other testamentary document or according to the laws respecting the devolution and allotment of estates.

15.In the event of a “Change in Control” (as defined in the SU Plan), and except as otherwise provided by the Board in an award agreement or by resolution, the Board shall take commercially reasonable efforts to have vested or unvested awards continued, assumed or have new substantially equivalent rights substituted therefor by a successor entity (“Alternative Award”), as determined by the Board in its absolute discretion and in conformity with applicable tax provisions, and such awards shall not immediately vest solely as a result of the Change in Control. If the Board is unable to cause awards to be so treated, the Board shall take commercially reasonable efforts to cause all unvested awards as at the effective date of the Change in Control (“CIC Date”) to vest immediately prior to time of the Change in Control and any performance metric(s) will be deemed achieved as determined by the Board, acting reasonably, and to become payable as at such CIC Date.

16.If the Company terminates a participant’s employment for reasons other than for cause or a participant submits a “Resignation for Good Reason” (as defined in the SU Plan) within 12 calendar months after a Change in Control: (a) each vested and effective award or Alternative Award then held by the participant shall remain effective for a period of 12 calendar months from the date of termination or such resignation and, thereafter, any such award or Alternative Award shall expire; and (b) each unvested award or Alternative Award then held by the participant shall become vested upon such termination or such resignation and shall remain effective for a period of 12 calendar months from the date of such termination or such resignation and, thereafter, any such award or Alternative Award shall expire. In such event, these provisions will not apply to participants who are subject to U.S. income tax and the applicable timing of settlement of SUs and DSUs will be as set forth in the SU Plan in any event.

17.Subject to the terms and conditions in a participant's written employment or consulting agreement, or unless otherwise determined by the Board, upon “Termination” (as defined under the SU Plan), SUs and DSUs will be treated as follows:

(i)if the participant’s employment or service with the Company ceases by reason of a “Termination for Cause” (as defined in the SU Plan), all previously credited SUs or DSUs not otherwise settled shall be terminated and forfeited immediately upon notification to the participant of such Termination for Cause; and

(ii)if the participant's employment or service with the Company ceases by reason of the death, “Disability”, “Retirement”, voluntary resignation or “Termination without Cause” (capitalized terms as defined in the SU Plan), all previously credited and unvested SUs or DSUs shall be terminated and forfeited immediately as of the date of any such event, provided that, in the case of death, Disability or Termination without Cause of the Participant, all SUs and DSUs with time-based vesting previously credited to a Participant’s account which did not vest on or prior to the Participant’s Termination Date shall be deemed vested on a pro rata basis as calculated under the SU Plan. All vested SUs or DSUs shall be settled according to the settlement methods provided in the SU Plan.

18.Shareholder approval shall be required for any amendment that:

(i)removes or exceeds the limits under the SU Plan on participation by insiders,

(ii)increases the maximum number of Common Shares issuable under the SU Plan, either as a fixed number or a fixed percentage of the Company's outstanding capital,

(iii)amends the SU Plan to permit grants of SUs to Non-Employee Directors or amendments that increase limits previously imposed on Non-Employee Director participation,

(iv)allows for the transfer or assignment of awards other than as provided in the SU Plan,

(v)amends the amendment provisions of the SU Plan, or

(vi)otherwise requires shareholder approval under the rules of the TSX or NYSE American, as applicable.

19.Subject to the requirements of the Exchanges, applicable law, and the shareholder approval requirements described in the preceding item 18, the Board may, without shareholder approval, amend or suspend any provision of the SU Plan, or terminate the SU Plan, or amend the provisions of any award as it, in its discretion, determines appropriate, provided, however, that no such amendment, suspension or termination may materially adversely alter or impair the rights of a participant under any award previously granted without the consent of the affected participant. Without limiting the generality of the foregoing, subject to the requirements of the Exchanges, applicable law and the shareholder approval requirements described in the preceding item 18, the Board may make the following types of amendments without seeking shareholder approval:

(i)amendments of a “housekeeping” or administrative nature, including any amendment for the purpose of curing any ambiguity, error or omission in the SU Plan or to correct or supplement any provision of the SU Plan that is inconsistent with any other provision of the SU Plan,

(ii)amendments necessary to comply with the provisions of applicable law (including, without limitation, the rules, regulations and policies of the TSX and NYSE American),

(iii)changes to the vesting provisions or other restrictions applicable to any award, award agreement or the SU Plan,

(iv)changes to the provisions of the SU Plan, any award or award agreement relating to the expiration of awards, provided that the changes do not entail an extension beyond the original expiry date of such award,

(v)the cancellation of an award,

(vi)amendments necessary to suspend or terminate the SU Plan, or

(vii)any other amendment to the SU Plan or any awards that does not require shareholder approval under the rules of the TSX or NYSE American.

As at December 31, 2023, the SU Plan authorized the issuance of 1.5% of the then issued and outstanding Common Shares (being a total of 2,204,022 Common Shares as at that date) in connection with SUs or DSUs that were outstanding or that may be awarded in the future, and:

a.no outstanding SUs or DSUs had been settled in Common Shares;

b.the total number of Common Shares underlying outstanding unvested SUs or vested DSUs awarded under the SU Plan was 616,562 (235,437 for unvested RSUs, 153,125 for unvested PSUs, and 228,000 for vested DSUs), representing, in the aggregate, less than 1% of the then issued and outstanding Common Shares; and

c.the total number of Common Shares that may be the subject of SUs or DSUs to be awarded under the SU Plan was 1,587,460, representing 1.08% of the then issued and outstanding Common Shares.

The annual burn rate under the SU Plan is set out under “Securities Authorized for Issuance under Equity Compensation Plans - Annual Burn Rate”.

Further to the above-mentioned policies of the TSX regarding security based compensation arrangements which do not have a fixed maximum aggregate number of securities issuable thereunder, the Company must obtain reconfirmation of the SU Plan by obtaining further shareholder approval of the grant of unallocated awards under the SU Plan by June 15, 2024 or such later date as may be permitted by the TSX.

At the Meeting, shareholders will be asked to pass an ordinary resolution to reconfirm the SU Plan (the “SU Plan Resolution”) by approving the unallocated awards that may be grantable under the SU Plan, as follows:

“BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

1.All unallocated awards grantable under the Company’s Equity Share Unit Plan are hereby approved.

2.The unallocated awards grantable under the Company’s Equity Share Unit Plan shall be re-approved by the shareholders of the Company on or before June 12, 2027, or such later date as may be permitted by the Toronto Stock Exchange.

3.The Board of Directors of the Company is hereby authorized to make any revisions to the Equity Share Unit Plan if and as required by the Toronto Stock Exchange and NYSE American in order to give effect to this resolution.

4.Any one director or officer of the Company is hereby authorized and directed for and in the name of and on behalf of the Company to execute and deliver or cause to be executed and delivered all such documents, and to do or cause to be done all acts and things, as such person may determine to be necessary or advisable to give full effect to or carry out the forgoing resolution.”

A simple majority of the votes cast at the Meeting (in person or by proxy) is required in order to pass the above resolution. If the requisite shareholder approval is not obtained, no future awards of securities may be made under the Equity Share Unit Plan and any previously granted securities which have been cancelled may not be re‑granted under the Equity Share Unit Plan; however, any securities which are issued and outstanding immediately prior to the Meeting will remain exercisable by the holder thereof.

The LTIP targets of the NEOs for the year 2023 were pre-established as follows:

In February 2024, in connection with 2023 performance, the Board, on the recommendation by the Compensation Committee, granted options, PSUs and RSUs to NEOs. For Mr. Lafleur and Ms. Hassan, the Company granted an additional 100,000 options to each above their LTIP Target of 90% as part of a special incentive program.

The LTIP value granted in 2023 for options, PSUs and RSUs are as follows:

The following options were awarded to the NEOs for performance in 2023:

(1)Granted on February 1, 2024 for performance in fiscal 2023.

(2)Options vest over a three-year period with one-third vesting after each of one year, two years, and three years after the grant date, respectively.

(3)Grant Date Fair Value of Options is based on a Black-Scholes value calculated using the exercise price listed in this table. Additional Black-Scholes weighted average assumptions for these options granted include:

The following RSUs were granted to the NEOs for performance in 2023:

(1)These RSUs were granted on February 1, 2024 for performance in fiscal 2023.

(2)Grant date fair value of these RSUs is calculated based on per unit price of $7.57, representing the volume weighted average trading prices of the Common Shares on the TSX for the five trading days preceding the grant date. These RSUs vest over a three-year period, with one-third of the RSUs vesting after each of the first, second and third anniversaries of the grant date.

The following PSUs were granted to the NEOs for performance in 2023:

(1)Grant date fair value of PSUs granted on February 15, 2023 is calculated based on per unit price of $7.28, representing the volume weighted average trading prices of the Common Shares on the TSX for the five trading days preceding the grant date. These PSUs will fully

vest on December 31, 2023. The performance condition for these PSUs related to the completion of the ramp-up of the Las Chispas mine by the vesting date, which has been met.

(2)Grant date fair value of PSUs granted on February 1, 2024 is calculated based on per unit price of $7.57, representing the volume weighted average trading prices of the Common Shares on the TSX for the five trading days preceding the grant date. The actual number of Common Shares underlying these PSUs upon vesting of the PSUs on the third anniversary of the grant date may range from 0% to 200% of the number of PSUs granted based on relative total shareholder return against designated peer group of companies over a three-year performance period. For PSU grants made on February 1, 2024, performance is based on relative total shareholder return against a designated peer group of companies over a three-year performance period. Those peers include:

Performance relative to peers will determine the final number of PSUs to vest at the end of the three-year performance period under the following structure.

In March 2020, as amended February 2022, the Board adopted a guideline requiring the CEO, President, COO and CFO of the Company to meet and maintain minimum share ownership requirements as follows:

•CEO – three times the annual base salary

•President, COO and CFO – two times annual base salary

The required holdings may be satisfied through holdings of Common Shares and/or any securities exchangeable or redeemable into Common Shares. The compliance with the executive share ownership guideline will be assessed at the beginning of each year (the “determination date”). Securities beneficially owned, controlled directly or indirectly will be valued at their current market value based on the 5-day volume weighted average trading price of the Company’s shares on the TSX preceding the determination date.

All of the foregoing executive officers have five years from the effective date of the policy to comply.

The table below outlines the equity ownership of each of the four executive officers covered by the guidelines as of December 31, 2023 and April 18, 2024.

(1)Stock options granted are not included in measuring share ownership. Total includes Common Shares ($44,601,607), RSUs ($790,060) and PSUs ($933,089) valued at 100%.

(2)Calculated using closing price of $8.69 for the Common Shares on TSX on December 31, 2023.

(3)Mr. Beaudoin retired as COO effective January 31, 2024 and was appointed to the BOD on February 1, 2024.

(4)The above table excludes grants on February 1, 2024 that relates to fiscal 2023.

(5)Mr. Fier’s total includes Common Shares ($34,847,552), RSUs ($309,216) and PSUs ($300,891) valued at 100%.

(1)Stock options granted are not included in measuring share ownership. Total includes Common Shares ($30,072,338), RSUs ($1,643,876) and PSUs ($1,109,160) valued at 100%.

(2)Calculated using closing price of $10.40 for the Common Shares on TSX on April 18, 2024.

(3)Mr. Fier’s total includes Common Shares ($20,904,780), RSUs ($844,470) and PSUs ($570,440) valued at 100%.

The graph below compares the total cumulative shareholder return for $100 invested in Common Shares of the Company for the Company’s five most recently completed financial years commencing from January 1, 2019 at the opening of trading to December 31, 2023, with the cumulative total return of the S&P TSX Composite Index and the VanEck Vectors Junior Gold Miners ETF (GDXJ). The graph also shows the relationship between shareholder value and total compensation for the CEO over the same period, for the purposes of comparing compensation to performance.

When viewing the graph below, note that:

▪Total Reported Compensation and Total Realizable Compensation figures for 2019 to 2023 represent compensation for the Company’s CEO.

▪Total Reported Compensation for each year represents the aggregate of the total compensation for the CEO as presented in the Summary Compensation Table for each year, inclusive of the grant date fair value of stock option, RSU and PSU grants.

▪By comparison, Total Realizable Compensation (the sum total of salary, short-term incentive paid and the realized/realizable value of stock option, RSU and PSU grants for each year) represents the realizable compensation for the CEO for 2019 to 2023, as of December 31, 2023, assuming all PSU grants vest at target.

▪As shown in the chart below, the Total Realizable Compensation for the Company’s CEO has generally moved in alignment with shareholder returns over the past five years, given the significant value created for shareholders of 117.8%% as at December 31, 2023. Certain stock option grants are currently out-of-the-money or only slightly in-the-money which causes Total Realizable Compensation for the CEO in many of the last five years to be well below Total Reported Compensation, which was based off a Black-Scholes estimate of potential future value in that year. Total Reported Compensation has generally increased in recent years due to the Company’s evolution from exploration to construction and finally to production. This has led to an increasing role and responsibilities for the CEO over time and thus a higher compensation package.

(1)Return is based on an indexed performance.

A significant portion of the NEO’s total compensation has been tied to equity-based awards (mainly stock options, but in recent years also RSUs and PSUs) which are considered at risk and long-term performance based. Total compensation has been designed by the Board to ensure alignment with shareholder values and to award the achievement of short- and long-term company objectives. Given the significant value created for shareholders over the past five years, similar to the CEO, NEO compensation has also moved in alignment with shareholder returns. It should be noted that with the overall decrease in Company share price since 2020,, Total Realizable Compensation is lower than Total Reported Compensation as stock options are currently out-of-the-money and RSU/PSU values are generally lower than grant date fair values.

The following table is a summary of compensation paid to the Named Executive Officers in respect of the Company’s financial years ended December 31, 2023, 2022 and 2021.

(1)Options granted to NEOs in February 2024 were based on 2023 performance and therefore reported under year 2023. The grant date fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model, with the following weighted average assumptions:

(2)Share-based awards granted to NEOs in February 2024 were based on 2023 performance and therefore reported under year 2023. For 2023, represents aggregate grant fair value of PSUs granted on February 15, 2023 based on a grant value per unit of $7.28 and PSUs and RSUs granted on February 1, 2024 based on a grant value per unit of $$7.57. For 2022, represents aggregate grant date fair value of PSUs granted on September 1, 2022 based on a grant value per unit of $7.49 and PSUs and RSUs granted on December 16, 2022 based on a grant value per unit of $8.85. For 2021, represents aggregate grant date fair value of RSUs granted on December 21, 2021 based on a grant value per unit of $9.53. The grant values per unit represent the volume weighted average trading prices of the Common Shares on the TSX for the five trading days preceding the respective grant dates.

(3)Amounts under this column were paid as a performance bonus to each NEO or the NEO’s management company.

(4)The aggregate amount of perquisites and other personal benefits, securities or property paid to each NEO or to the NEO’s management company did not exceed the lesser of $50,000 and 10% of each NEO’s salary or NEO’s management company’s consulting fee for the financial year.

(5)Mr. Lafleur was appointed VP, Technical Services on July 26, 2021 and was paid a $40,000 signing bonus.

The following table is a summary of total compensation paid to the Named Executive Officers in respect of the Company’s financial year ended December 31, 2023 in comparison to revenue earned by the Company in the year.

The following table sets forth all option-based awards and share-based awards outstanding at the end of or in respect of the financial year ended December 31, 2023 with respect to the Named Executive Officers.

(1)Represents the difference between the market value of the Common Shares underlying the options on December 31, 2023 (based on $8.69 closing price of the Common Shares on the TSX on that date).

(2)As at December 31, 2023, these stock options were fully vested.

(3)As at December 31, 2023, two-third of these stock options had vested, and one third would vest on February 25, 2025.

(4)Mr. Lafleur joined the Company in July 2021. These stock options were granted pursuant to Mr. Lafleur’s executive employment agreement. As at December 31, 2023, two-third of these stock options had vested, and one third would vest on July 26, 2024.

(5)As at December 31, 2023, two-third of these stock options had vested, and one third would vest on December 21, 2024.

(6)As at December 31, 2023, one-third of these stock options had vested, and one third would vest on December 16, 2024 and December 16, 2025.

(7)The number of options awarded on February 1, 2024, was in relation to fiscal 2023 performance, therefore included in the table above. As at December 31, 2023, one-third of these stock options would vest on each February 1, 2025, February 1, 2026 and February 1, 2027.

(8)As at December 31, 2023, the number of share units indicated represents RSUs and PSUs granted to the NEOs that had not vested. All RSUs and PSUs granted to the NEOs are governed by the SU Plan. This includes a number of RSUs and PSUs awarded on February 1, 2024 in relation to performance to fiscal 2023 as such included in the above table. The RSUs granted vest over a three-year period, with one-third of the RSUs vesting after each of the first, second and third anniversaries of the grant date. For an aggregate of 78,200 PSUs that were granted on February 1, 2024 to NEOs, the actual number of Common Shares underlying these PSUs upon vesting of the PSUs on the third anniversary of the grant date may range from 0% to 200% of the number of PSUs granted based on relative total shareholder return against designated peer group of companies over a three-year performance period.

(9)Represents the market value of the share-based awards on December 31, 2023 (based on $8.69 closing price of the Common Shares on the TSX on that date).

(10)Market value of awards not settled as of December 31, 2023 were settled on February 1, 2024, represents actual settlement.

The following table sets forth the value of option-based awards and share-based awards which vested during 2023, and the value of non-equity incentive plan compensation (i.e. performance bonuses) earned during 2023 with respect to the Named Executive Officers.

(1)Represents the aggregate dollar value that would have been realized if the options had been exercised on the vesting date based on the closing price of the Common Shares on the TSX on the vesting date less the exercise price of the options.

(2)Value based on the closing price of the Common Shares on the TSX on the vesting date.

The Company has entered into an employment or consulting agreement with each of its NEOs or the NEO’s management company that include termination and change of control provisions.

The Company has a management consulting agreement effective October 1, 2015 (the “Maverick Agreement”), with Maverick Mining Consultants Inc. (“Maverick”), a company wholly-owned by N. Eric Fier, whereby the Company retained Maverick to provide executive, managerial and consulting services to the Company and, in particular, to provide the services of Mr. Fier as an executive officer of the Company. In consideration for the services provided under the Maverick Agreement, the Company agreed to pay consulting fees (as recommended by the Compensation Committee) plus applicable taxes, payable in equal monthly instalments, subject to increases as the Board in its discretion may determine from time to time. The Maverick Agreement is automatically renewable for consecutive one-year terms.

Maverick can terminate the Maverick Agreement by giving three months’ written notice to the Company. The Company may terminate the Maverick Agreement with immediate effect upon written notice to Maverick:

(1)in the event of a material breach by Maverick of any of Maverick’s obligations; or

(2)for any reason other than a material breach by Maverick, provided that the Company shall pay to Maverick a termination payment equal to one and one-half (1.5) times of both the then applicable base rate per annum payable to Maverick and any bonus paid or payable to Maverick by the Company in respect of the Company’s most recently completed financial year.

If the Company undergoes a change of control (as defined in the Maverick Agreement) and either: (a) within six months after the date of the change of control, the Company delivers written notice to Maverick terminating the Maverick Agreement; or (b) within three months following the date of change of control, Maverick terminates the Maverick Agreement, then the Company shall pay to Maverick a change of control payment equal to two (2) times of both the then applicable base rate per annum payable to Maverick and any bonus paid or payable to Maverick by the Company in the respect of the Company’s most recently completed financial year. Subsequent to year end, the change of control provision in the Maverick Agreement was modified to provide that the change of control benefit would not be triggered if Mr. Fier was offered and accepted the position of chief executive officer of the successor company.

The Company also has entered into an employment agreement (each a “Senior Executive Agreement”) with each of its other NEOs (Anne Yong, Chris Ritchie, Tara Hassan, and Cliff Lafleur) with an indefinite term and provisions (as recommended by the Compensation Committee) regarding base salary, short-term incentives, paid vacation time, eligibility for benefits and security-based compensation, and confidentiality provisions of indefinite application. Under the terms of each Senior Executive Agreement, the Company may terminate the NEO’s employment for cause (as defined in the Senior Executive Agreement) or without cause. The NEO may terminate the Senior Executive Agreement by giving three months’ written notice to the Company.

If the NEO is terminated without cause, or in the event that the NEO leaves the Company within six months of a change of city from which the Company operates, then the Company shall pay the NEO an amount equal to the aggregate of the following:

(1)in the case of Mr. Ritchie, 12 months of the then annual base salary plus one month per each year of service up to a maximum of 18 months in the aggregate and, in the case of Ms. Yong, Ms. Hassan and Mr. Lafleur, six months of the then annual base salary plus one month per each year of service up to a maximum of 12 months in the aggregate;

(2)the pro rata amount of the previous financial year’s annual bonus; and

(3)the cash equivalent of the Senior Executive’s accrued vacation pay.

In the event of termination of the Senior Executive’s employment within six months of a change in control (as defined in the Senior Executive Agreement) of the Company, the Senior Executive is entitled to receive an amount equal to the aggregate of the following:

(1)in the case of Mr. Ritchie, 18 months of the then annual base salary and, in the case of Ms. Yong, Ms. Hassan and Mr. Lafleur, 12 months of the then annual base salary plus one month per year of service up to a maximum of 18 months in the aggregate;

(2)the cash equivalent of the NEO’s accrued vacation pay;

(3)pro rata amount of the then current year’s cash bonus (to be determined by the Compensation Committee based on specific target criteria for the current year as agreed to by management and the compensation committee); and

(4)the cash equivalent of one month’s vacation pay.

The Senior Executive Agreement also contains non-competition and non-solicitation clauses effective during the term of employment and effective two years (one year, in the case of Ms. Hassan and Mr. Lafleur) and 12 months, respectively, following the termination of the Senior Executive Agreement.

The table below summarizes the estimated incremental payments related to termination scenarios under the Maverick Agreement and each Senior Executive Agreement assuming the events occurred on December 31, 2023.

Termination without Cause
Name			Base Salary ($)			Annual Incentive ($)			Other ($)			Total ($)
N. Eric Fier (Maverick)			$960,000			$950,400			$—			$1,910,400
Chris Ritchie			$720,000			$567,360			$40,000			$1,327,360
Anne Yong			$350,000			$197,400			$29,167			$576,567
Cliff Lafleur			$245,959			$143,148			$29,167			$418,274
Tara Hassan			$271,130			$158,286			$29,167			$458,583
Change of Control
Name			Base Salary ($)			Annual Incentive ($)			Other ($)			Total ($)
N. Eric Fier (Maverick)			$1,280,000			$1,267,200			$—			$2,547,200
Chris Ritchie			$720,000			$567,360			$63,974			$1,351,334
Anne Yong			$525,000			$296,100			$52,723			$873,823
Cliff Lafleur			$420,959			$244,998			$48,012			$713,969
Tara Hassan			$446,130			$260,451			$49,695			$756,276

Upon a Change of Control (as defined in the Option Plan), unvested options do not vest automatically; however, the Board will make commercially reasonable efforts to cause all unvested options as at the effective date of the Change of Control to vest immediately prior to time of the Change of Control. In addition, pursuant to the terms of the Option Plan, if within 90 days of the completion of a Change of Control, the Board (or such committee of the Board that the Board has designated to administer the Option Plan) determines that such event would constitute a “constructive dismissal” (as such term is defined pursuant to common law) with respect to an option holder and, within 90 days or such other period of time that the Board determines following the date of such “constructive dismissal”, such option holder’s employment with the Company is terminated (whether at the discretion of the option holder or otherwise) all unvested options shall vest and be exercisable according to the schedule set out in the Option Plan.

The Company does not have a pension plan or deferred compensation plan.

Prior to 2019, the Non-Employee Directors of the Company were primarily compensated by way of stock options and directors’ fees. In 2020, cash settled Old DSUs, as described below, were granted to Non-Employee Directors. In 2021, DSUs under the SU plan, as described below, were granted to Non-Employee Directors.

In December 2019, the Board adopted the Deferred Share Unit Plan (the “Old DSU Plan”) under which Old DSUs were awarded. The objectives of the Old DSU Plan were to promote a greater alignment of interests between Non-Employee Directors and the shareholders of the Company and to provide a compensation system for Non-Employee Directors that, together with any other compensation mechanism of the Company, reflected the responsibility, commitment and risk accompanying Board membership. Further to the adoption of the Company’s SU Plan in June 2021, the Company ceased to award any Old DSUs under the Old DSU Plan.

While the Old DSU Plan was in effect, the Board could, at its complete discretion, award such number of Old DSUs to an eligible Non-Employee Director as the Board deemed advisable to provide the Non-Employee Director with appropriate equity-based compensation for the services the Non-Employee Director rendered to the Company.

The Board determined the date on which such Old DSUs were granted and the date as of which such Old DSUs would be credited to a Non-Employee Director’s account. The Board also determined, in its sole discretion, in connection with each grant of Old DSUs such other terms and conditions of the Old DSUs covered by any grant. The award of Old DSUs to a Non-Employee Director was evidenced by a written agreement between the Company and the Non-Employee Director. Unless otherwise determined by the Board, Old DSUs vested immediately and a Non-Employee Director’s entitlement to payment of such Old DSUs was not subject to satisfaction of any requirements as to any minimum period of membership on the Board.

Each Old DSU awarded entitles the recipient to receive cash equal to the current market value of the equivalent number of Common Shares. All Old DSUs granted vested immediately and became payable upon the earliest of (i) the date of voluntary resignation or retirement of the Non-Employee Director from the Board; (ii) the date of death of the Non-Employee Director; and (iii) the date of removal of the Non-Employee Director from the Board whether by shareholder resolution, failure to achieve re-election or otherwise, and on which date the Non-Employee Director is not an employee or director of the Company or any of its affiliates.

In the event that an Old DSU holder’s termination date is concurrent with, or within six months following a change of control, the Old DSU holder shall receive a payment in cash of an aggregate amount equal to the greater of (a) the amount payable equal to the current market value of the equivalent number of Common Shares and (b) the product of (i) the price attributed to the shares in connection with the transaction resulting in the change of control (or the fair market value of a share at the time of such transaction as determined by the Board in good faith if no share price was in fact established for purposes of such transaction) multiplied by (ii) the number of Old DSUs being settled.

In June 2021, the Company’s SU Plan became effective to permit the award of DSUs to Non-Employee Directors under the SU Plan.

In February 2024, the Board granted DSUs under the SU Plan to its Non-Employee Directors in relation to fiscal 2023. The DSUs awarded vested immediately and will become payable in accordance with the terms of the SU Plan. See “Compensation Discussion and Analysis”.

Further to the recommendation of the Compensation Committee, for the year ended December 31, 2023, standard compensation arrangements for the Non-Employee Directors of the Company were based on the following and payable in cash on a quarterly basis:

(1)In addition to cash retainers, Non-Employee Directors also receive DSU grants on an annual basis. On February 1, 2024, the Board Chair was granted $150,000 in DSUs with all other Non-Employee Directors granted $125,000 in relation to fiscal 2023. Please refer to section “Director Compensation Table” for more information.

Each Non-Employee Director continues to have the ability to elect to defer all or a portion of their cash retainers into DSUs.

In March 2020, in support of the Company’s goal of aligning directors’ and shareholders’ interests, the Board adopted director share ownership guidelines. The director share ownership guidelines are for each Non-Employee Directors to maintain share ownership of the Company in an amount equal to three times the Non-Employee Director annual cash retainer (not including the Board Chair annual retainer). The required shareholdings may be satisfied through holdings of Common Shares, outstanding Old DSUs or DSUs and each director is required to meet the guideline within the later of five years from the effective date of the director share ownership guidelines or of being elected. The compliance with the director share ownership guidelines will be assessed at the beginning of each year on the determination date. Securities beneficially owned, controlled directly or indirectly by each director will be valued at their current market value based on the 5-day volume weighted average trading price of the Company’s Common Shares on the TSX preceding the determination date.

The following tables below outline the ownership of each of the Non-Employee Directors covered by the guidelines as of December 31, 2023 and April 18, 2024.

(1)Calculated using closing price of $8.69 for the Common Shares on TSX on December 31, 2023. For Mr. Thody, this represents 2.57x the Total Annual Compensation (Cash Retainer + DSU grant) provided to him in his role as Board Chair.

(2)Share ownership requirement is to maintain the amount at three times the annual Non-Employee Director retainer of $75,000.

(3)Ms. Ladd-Kruger was appointed to the Board on July 11, 2022. Ms. Ladd-Kruger is required to meet the share ownership guideline by July 2027, being five years from her appointment to the Board.

(1)Calculated using closing price of $10.40 for the Common Shares on TSX on April 18, 2024. For Mr. Thody, this represents 4.06x the Total Annual Compensation (Cash Retainer + DSU grant) provided to him in his role as Board Chair.

(2)Share ownership requirement is to maintain the amount at three times the annual Non-Employee Director retainer of $75,000.

(3)Mr. Beaudoin was appointed to the Board on February 1, 2024. The above information disclosed includes grants in relation to his former role as Chief Operating Officer at the Company.

(4)Mr. Beaudoin holds 15,000 PSUs and 13,000 RSUs as of April 18, 2024 which were previously granted in his former role as Chief Operating Officer at the Company.

The following table sets forth all amounts of compensation provided to the directors of the Company (other than directors who are Named Executive Officers) during 2023. For directors who are Named Executive Officers, see “Summary Compensation Table” above.

(1)Amounts represent the fair value of DSUs granted on February 1, 2024 in relation to fiscal 2023 pursuant to the SU Plan. Grant date fair value of these DSUs is calculated based on per unit price of $7.57, representing the volume weighted average trading prices of the Common Shares on the TSX for the five trading days preceding the grant date.

The following table sets forth all option-based awards and share-based awards outstanding at the end of 2023 with respect to the directors who are not Named Executive Officers.

(1)Represents the difference between the market value of the Common Shares underlying the options on December 31, 2023 (based on $$8.69 closing price of the Common Shares on the TSX on that date).

(2)The amounts represent the value of outstanding Old DSUs and DSUs as of December 31, 2023, which were fully vested upon granting. The Old DSUs and DSUs are valued using the closing price of the Common Shares on the TSX on December 31, 2023.

(3)The number of DSUs awarded on February 1, 2024, was in relation to fiscal 2023, therefore considered “unvested” as of December 31, 2023. The DSUs awarded on February 1, 2024 are valued using the closing price of the Common Shares on the TSX on December 31, 2023.

(4)As at December 31, 2023, these stock options were fully vested.

(5)Ms. Ladd-Kruger was appointed to the Board on July 11, 2022. These stock options were granted pursuant to Ms. Ladd-Kruger's Non-Employee Director appointment agreement. As at December 31, 2023, one-third of these stock options had vested, and one-third would vest on July 11, 2024 and July 11, 2025.