Silver Elephant Mining : 2022 Information Circular

NOTICE OF MEETING AND

MANAGEMENT INFORMATION CIRCULAR FOR THE

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

SILVER ELEPHANT MINING CORP.

TO BE HELD ON

THURSDAY, AUGUST 11, 2022

June 28, 2022

	SILVER ELEPHANT MINING CORP.
	NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
Date:	Thursday, August 11, 2022
Time:	9:30 a.m. (Pacific Daylight Time)
Location:	Suite 2600, 1066 West Hastings Street
	Vancouver, BC, V6E 3X1

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of the shareholders (the "Shareholders") of Silver Elephant Mining Corp. (the "Company") will be held at the above date, time and location, subject to any adjournment or postponement thereof for the following purposes:

1. to receive the audited consolidated financial statements of Silver Elephant Mining Corp. for the fiscal year ended December 31, 2021 together with the auditor's report thereon;
2. to fix the number of directors at four (4);
3. to elect four directors for the ensuing year;
4. to appoint Davidson & Company LLP, Chartered Professional Accountants, as the Company's auditor for the ensuing year and authorize the directors to set the auditor's remuneration;
5. to transact such other business as may properly come before the Meeting or any adjournment thereof.

The details of all matters proposed to be put before the shareholders at the Meeting are set forth in the management information circular accompanying this Notice of Meeting. At the Meeting, shareholders will be asked to approve each of the foregoing items.

The record date for determination of Shareholders entitled to receive notice of and to vote at the Meeting was the close of business on June 28, 2022, (the "Record Date"). Only Shareholders whose names were entered in the register of holders of Shares on the close of business on the Record Date are entitled to receive notice of and to vote at the Meeting.

Registered Shareholders are entitled to vote at the Meeting either in person or by proxy. Regardless of whether a Shareholder plans to attend the Meeting in person, please complete, date and sign the enclosed form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Circular. To be valid, such proxies must be deposited with the Company's transfer agent, Computershare Investor Services Inc., not later than 48 hours prior to the commencement of the Meeting, excluding Saturdays, Sundays and holidays.

All non-registered Shareholders who plan to attend the Meeting must follow the instructions set out in the voting instruction form and in the Circular to ensure that such Shareholders' Shares will be voted at the Meeting. If you hold your Shares in a brokerage account, you are not a registered Shareholder.

Meeting Format

Beneficial Shareholders (being Shareholders who hold their common shares of the Company ("Common Shares") through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) will be able to attend the Meeting but

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will not be permitted to ask questions or vote, unless they duly appoint themselves as their own proxy holder and comply with all of the requirements set out in the Circular relating to that appointment and registration and applicable laws. Failing which, any Beneficial Shareholder will be able to attend the Meeting as a guest but will not be able to vote or ask questions at the Meeting.

The Company strongly encourages you to vote your shares by proxy prior to the Meeting rather than at the Meeting.

Your Vote is Important

Pursuant to applicable securities laws, we have chosen to provide our Notice of Meeting, the Circular, the proxy form/voting instruction form (collectively, the "Meeting Materials"), our financial statements and our management's discussion and analysis for the year ended December 31, 2021 (collectively, the "Financial Information") to Shareholders using the notice-and-access provisions under National Instrument 54-101 - Communications with Beneficial Owners of Securities of a Reporting Issuer and under National Instrument 51-102 - Continuous Disclosure Obligations.

On or about July 6, 2022, we will mail to Shareholders of record as of the close of business on June 28, 2022, a notice containing instructions on how to access our Meeting Materials, our Financial Information and how to vote. Shareholders who have requested printed copies of our Financial Information will continue to receive them by mail.

Copies of the Meeting Materials and our Financial Information are also available on the Internet at www.sedar.comand https://www.silverelef.com/investors/shareholder-meetings/.

You may request a paper copy of the Meeting Materials and Financial Information by contacting the Corporate Secretary at [e-mail].

DATED at Vancouver, British Columbia, this 28th day of June, 2022.

BY ORDER OF THE BOARD

/s/ "John Lee"

John Lee

Chief Executive Officer

Silver Elephant Mining Corp.

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SILVER ELEPHANT MINING CORP.
MANAGEMENT INFORMATION CIRCULAR TABLE OF CONTENTS
GENERAL PROXY INFORMATION ..................................................................................................................................	4
VOTING .................................................................................................................................................................................	5
ABOUT THE MEETING.......................................................................................................................................................	9
DIRECTORS ........................................................................................................................................................................	10
APPOINTMENT AND REMUNERATION OF THE AUDITOR......................................................................................	16
AUDIT COMMITTEE .........................................................................................................................................................	16
STATEMENT OF EXECUTIVE COMPENSATION .........................................................................................................	17
STATEMENT OF DIRECTOR COMPENSATION ...........................................................................................................	26
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ...................................	27
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS...............................................................................	27
OTHER DIRECTORSHIPS .................................................................................................................................................	28
ATTENDANCE OF DIRECTORS AT BOARD AND COMMITTEE MEETINGS..........................................................	28
MANAGEMENT CONSULTING AGREEMENTS ...........................................................................................................	28
CORPORATE GOVERNANCE DISCLOSURE.................................................................................................................	29
RESTRICTED SECURITIES...............................................................................................................................................	34
REGISTRAR AND TRANSFER AGENT...........................................................................................................................	34
ADDITIONAL INFORMATION.........................................................................................................................................	34
DIRECTORS APPROVAL ..................................................................................................................................................	35

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SILVER ELEPHANT MINING CORP.

MANAGEMENT INFORMATION CIRCULAR

This management information circular (the "Circular") has been prepared to provide information to shareholders ("Shareholders") of Silver Elephant Mining Corp. ("Silver Elephant" or the "Company") as of the close of business on June 28, 2022, (the "Record Date") regarding the 2022 annual general meeting of Shareholders to be held on Thursday, August 11, 2022 (the "Meeting").

A summary of the information Shareholders will need to attend the Meeting is provided below.

All information in the Circular is as at June 28, 2022 unless otherwise noted are expressed in Canadian dollars are referred to as "C$".

GENERAL PROXY INFORMATION

Solicitation of Proxies

The information contained in the Circular is furnished in connection with the solicitation of proxies to be used at the Meeting to be held on August 11, 2022 at 9:30 a.m. (Pacific Daylight Time).

Solicitation of proxies is done primarily by mail, supplemented by telephone or other contact, by our employees or agents at a nominal cost, all of which costs are paid by the Company. If you are eligible to vote and your common shares of the Company ("Common Shares") are registered in your name, you can vote your Common Shares in person at the Meeting or by completing your proxy form and returning the same in accordance with the instructions set out herein and in the enclosed documents. If your Common Shares are not registered in your name but are held by a nominee, please see below.

Receiving Documents

Pursuant to applicable securities laws, we have chosen to provide our Notice of Meeting, the Circular, the proxy form/voting instruction form ("VIF" and, together with the Notice of Meeting and the Circular, collectively, the "Meeting Materials"), our financial statements and our management's discussion and analysis for the year ended December 31, 2021 (the "Financial Information") to Shareholders using the notice-and-access provisions under National Instrument 54-101 - Communications with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") and under National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102").

On or about July 6, 2022, we will mail to Shareholders of record as of the close of business on June 28, 2022 a notice (the "N&A card") containing instructions on how to access our Meeting Materials, our Financial Information and how to vote. Shareholders who have requested printed copies of our Financial Information will continue to receive them by mail.

If you received the N&A card by mail, you will not receive a printed copy of the Meeting Materials or our Financial Information in the mail. Instead, the N&A card instructs you how to access and review all of the important information contained in those documents. The N&A card also instructs you on how you may submit your proxy over the Internet or by telephone. If you received the N&A card by mail and would like to receive a printed copy of the Meeting Materials or our Financial Information you should follow the instructions for requesting such materials included in the N&A card.

Copies of the Meeting Materials are also available on the Internet at www.sedar.comand on the Company's website at https://www.silverelef.com/investors/shareholder-meetings/. Copies of the Financial Information are also available on the Internet at www.sedar.comand the Company's website at https://www.silverelef.com/investors/financial-reports/.

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