Aya Gold & Silver : Annual Information Form

2021

AMENDED ANNUAL INFORMATION FORM FOR THE YEAR ENDED DECEMBER 31, 2021

June 16, 2022

TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS .....................................	1
CORPORATE STRUCTURE.....................................................	2
Name, Address and Incorporation..................................	2
Intercorporate Relationships..........................................	2
GENERAL DEVELOPMENT OF THE BUSINESS.......................	4
Three-Year History..........................................................	4
DESCRIPTION OF THE BUSINESS ..........................................	8
Summary.........................................................................	9
Production ......................................................................	9
Specialized Skill and Knowledge .....................................	9
Competitive Conditions ................................................	10
Reagents .......................................................................	10
Environmental Protection ............................................	10
Permits..........................................................................	10
Employees ....................................................................	11
Foreign Operations .......................................................	11
MINING PROPERTIES .........................................................	11
Zgounder Silver Mine....................................................	11
RISK FACTORS ....................................................................	39
Financial Risk Factors....................................................	39
Risks Inherent to Mining Exploration ...........................	39
Uncertainty in the Calculation of Mineral Reserves,
Resources and Silver Recovery .....................................	39
Uninsured Risks ............................................................	39
Metal Price Volatility ....................................................	39
Additional Funding Requirements ................................	40
Regulatory Requirements .............................................	40
Environmental Matters.................................................	40
Risk of Project Delay .....................................................	40
Risk on the Uncertainty of Title ....................................	41
Risk Linked to Conflict of Interest.................................	41
Human Resource Risk ...................................................	41
Reputational Risk..........................................................	41

Cyber Security Threats ..................................................	41
Political Risk...................................................................	42
Impact of Epidemics ......................................................	42
DIVIDENDS..........................................................................	42
CAPITAL STRUCTURE ..........................................................	42
MARKET FOR SECURITIES ...................................................	43
Trading Price and Volume .............................................	43
DIRECTORS AND OFFICERS .................................................	43
Directors ........................................................................	43
Conflicts of Interest .......................................................	47
AUDIT COMMITTEE INFORMATION ...................................	48
The Audit and Risk Management Committee Charter ..	48
Composition of the Audit Committee ...........................	48
Relevant Education and Experience ..............................	48
Reliance on Certain Exemptions....................................	49
Audit Committee Oversight...........................................	49
Pre-Approval Policies and Procedures ..........................	49
External Auditor Service Fees........................................	49
LEGAL PROCEEDINGS AND REGULATORY ACTIONS ...........	50
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL
TRANSACTIONS ..................................................................	50
TRANSFER AGENT AND REGISTRAR....................................	50
MATERIAL CONTRACTS ......................................................	50
INTERESTS OF EXPERTS ......................................................	51
ADDITIONAL INFORMATION ..............................................	51
SCHEDULE "A" - AUDIT AND RISK MANAGEMENT
COMMITTEE CHARTER ........................................................	A

Aya Gold & Silver Inc. - 2021 Annual Information Form

i

Except as otherwise indicated, references to "we", "our", "us", "its", "Corporation" or "Aya" mean Aya Gold & Silver Inc. and its subsidiaries. All the information contained in this Annual Information Form ("AIF") is up to date as at December 31, 2021 and the amounts are expressed in US dollars, unless otherwise indicated. For greater certainty, this AIF sets forth the results for the fiscal year ended December 31, 2021 and is dated June 16, 2022.

FORWARD-LOOKING STATEMENTS

This AIF contains forward-looking information, within the meaning of applicable Canadian securities legislation, which reflects management's expectations regarding Aya's future growth, results of operations (including, without limitation, future production and capital expenditures), performance (both operational and financial), business prospects and opportunities (including the timing and development of new deposits and the success of exploration activities), proposed plans with respect to mine plans, anticipated results, mineral reserves and mineral estimates, anticipated life of mine operating and financial results and the completion of construction of future plans related thereto and opportunities. Words such as "plans", "expects", "budget", "scheduled", "estimates", "forecasts", "anticipate" or "does not anticipate", "believe", "intend" and similar expressions or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, have been used to identify such forward-looking information. Although the forward-looking information contained in this AIF reflects management's current beliefs based upon information currently available to management and based upon what management believes to be reasonable assumptions, Aya cannot be certain that actual results will be consistent with such forward-looking information. A number of factors could cause actual results, performance or achievements to differ materially from the results expressed or implied in the forward-looking information, including those listed in the "Risk Factors" section of this AIF. The documents incorporated by reference herein also identify additional factors that could affect the operating results and performance of Aya. These factors should be considered carefully and prospective or existing investors should not place undue reliance on any forward-looking information contained in them. Forward-looking information necessarily involves significant known and unknown risks, assumptions and uncertainties that may cause Aya's actual results, performance, prospects and opportunities in future periods to differ materially from those expressed or implied by such forward-looking information. Although Aya has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors and risks that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that the forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, prospective or existing investors should not place undue reliance on such forward-looking information. The forward-looking information is stated as of the date of this AIF and, except as required under applicable laws, Aya assumes no obligation to update or revise such information to reflect new events or circumstances.

Forward-looking information and other information contained herein concerning, among other things, mineral exploration and management's general expectations concerning the mineral exploration industry are based on estimates prepared by management using data from publicly available industry sources as well as from market research and industry analysis as well as assumptions based on data and knowledge of the industry which management believes to be reasonable, including, among other things, the ability to obtain any requisite Moroccan governmental approvals, the accuracy of mineral reserve and mineral resource estimates, silver

Aya Gold & Silver Inc. - 2021 Annual Information Form

1

price, exchange rates, fuel and energy costs, future economic conditions and courses of action. However, this data is inherently imprecise, although generally indicative of relative market positions, market shares and performance characteristics. While management is not aware of any misstatements regarding any industry data presented herein, mineral exploration involves risks and uncertainties, and industry data is subject to change based on various factors.

In addition, please note that statements relating to "reserves" or "resources" are deemed to be forward-looking information as they involve the implied assessment, based on certain estimates and assumptions that the resources and reserves described can be profitably mined in the future.

All of the forward-looking statements made in this AIF and the documents incorporated by reference herein are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Aya.

CORPORATE STRUCTURE

NAME, ADDRESS AND INCORPORATION

Aya Gold & Silver Inc. was incorporated pursuant to the Canada Business Corporations Act on December 19, 2007. The head office of the Corporation is located at 1320 boulevard Graham, Suite 132, Mont-Royal, Québec, Canada, H3P 3C8. On February 27, 2018, articles of amendment were issued to consolidate the common shares of the Corporation on a 4 for 1 basis. On July 22, 2020, articles of amendment were issued to change the name of the Corporation from Maya Gold & Silver Inc. to Aya Gold & Silver Inc.

The Corporation is a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and its common shares are listed on the Toronto Stock Exchange ("TSX") under the stock symbol "AYA".

INTERCORPORATE RELATIONSHIPS

The following chart shows the inter-corporate relationships among Aya and its material subsidiaries:

Aya Gold & Silver Inc. - 2021 Annual Information Form

2

Figure 1: Corporation chart

• Aya Gold & Silver Maroc S.A., previously Compagnie Minière Maya-Maroc S.A. was incorporated on August 24, 2009 pursuant to Moroccan Law. Its registered office is located at corner of Boulevard Ibnou Sina and Rue Abou Rayane Al Falaki, BP 20 370, Casablanca, Morocco ("Morocco"). This corporation is involved in the exploration of mining properties located in Morocco; and
• Zgounder Millenium Silver Mining S.A. ("ZMSM") was incorporated on October 19, 2013 pursuant to Moroccan Law. Its registered office is located at corner Boulevard Ibnou Sina and Rue Abou Rayane Al Falaki, BP 20 370, Casablanca, Morocco. This corporation is involved in the development of mining properties located in Morocco.

Aya Gold & Silver Inc. - 2021 Annual Information Form

3