Bear Creek Mining : 2024 Annual Information Form - for the year ended December 31, 2023

ANNUAL INFORMATION FORM

For the year ended December 31, 2023

BEAR CREEK MINING CORPORATION

Suite 3200, 733 Seymour Street

Vancouver, British Columbia V6B 0S6

Telephone: [phone]

E-Mail:[e-mail]:www.bearcreekmining.com

Dated April 19, 2024

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Table of Contents
PRELIMINARY NOTES	iv
Date	iv
Currency	iv
Additional Information	iv
Cautionary Statement Regarding Forward-Looking Statements	iv
Notice Regarding Non-GAAP Financial Measures	viii
Cautionary Note to United States Investors	ix
NI 43-101 Disclosure	x
Glossary	xi
CORPORATE STRUCTURE	1
Incorporation History	1
Company Address	1
Reporting Issuer	1
Intercorporate Relationships	1
CAPITAL STRUCTURE	3
Description of Capital Structure	3
Market Price for Securities	6
GENERAL DEVELOPMENT OF THE BUSINESS	7
Business of the Company	7
Three Year History and Significant Acquisitions	8
DESCRIPTION OF THE BUSINESS	14
General	14
Specialized Skills and Knowledge	15
Competitive Conditions	15
Foreign Operations	15
Environment, Social Responsibility and Governance ("ESG")	17
Employees	19
Health and Safety	19
Components	20
Cycles	20
Risk Factors	20

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MINERAL PROJECTS	34
Mercedes Mine	34
Corani Property	41
DIRECTORS AND OFFICERS	43
Name, Occupation and Security Holding	43
Cease Trade Orders, Bankruptcies, Penalties or Sanctions	45
Conflicts of Interest	46
LEGAL PROCEEDINGS AND REGULATORY ACTIONS	47
Legal Proceedings	47
Regulatory Actions	47
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	47
TRANSFER AGENTS AND REGISTRARS	49
MATERIAL CONTRACTS	49
INTERESTS OF EXPERTS	49
Names of Experts	49
Interests of Experts	50
AUDIT COMMITTEE INFORMATION	50
Audit Committee Charter	50
Audit Committee Function	57
APPENDIX "A" - EXCERPT FROM THE 2022 MERCEDES REPORT	60
APPENDIX "B" - EXCERPT FROM THE 2019 CORANI REPORT	75

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PRELIMINARY NOTES

In this Annual Information Form, ("Annual Information Form" or "AIF"), Bear Creek Mining Corporation is referred to as the "Company", "Bear Creek" or "BCM". Unless the context otherwise indicates, these references include the subsidiaries described under "Corporate Structure - Intercorporate Relationships", below.

Date

All information contained herein is as, at, and for the year ended December 31, 2023 unless otherwise specified.

Currency

This AIF contains references to United States dollars, Canadian dollars and Peruvian Soles. The Company's functional currency is the United States dollar, referred to herein as "$" or "US$". Any amounts reported herein in Canadian dollars are referred to as "C$", in Peruvian soles as "S/" and Mexican pesos as M$.

Additional Information

Additional information relating to the Company, including its consolidated financial statements and management's discussion and analysis ("MD&A") for its most recently completed financial year, may be found on SEDAR+ at www.sedarplus.caand on the Company's website at www.bearcreekmining.com.

Additional information, including the Company's director ("Director") and officer remuneration and indebtedness, principal holders of the Company's securities, and securities authorized for issuance under equity compensation plans, where applicable, is contained in the Company's Information Circular dated April 19, 2024. Unless otherwise stated, this additional information does not form part of this AIF.

Cautionary Statement Regarding Forward-Looking Statements

This AIF and the documents incorporated by reference into this AIF contain forward-looking statements ("forward-lookingstatements") within the meaning of applicable Canadian and United States securities laws concerning the Company's plans for its properties, operations and other matters. These forward- looking statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable, and assumptions of management.

Statements concerning estimates of mineral resources and mineral reserves may also be deemed to constitute forward-looking statements to the extent that they involve estimates of the mineralization that will be encountered if the property in which that mineralization is contained is developed, and in the case of mineral reserves, such statements reflect the conclusion based on certain assumptions that the mineral deposit can be economically and legally exploited. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements.

Forward-looking statements made or incorporated by reference in this AIF include, but are not limited to, statements with respect to:

• anticipated operating results from the Mercedes mine ("Mercedes Mine" or "Mercedes");
• production, development and exploration plans and objectives;
• the realization of mineral reserve and mineral resource estimates;
• the timing and amount of estimated future production;

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• the timing of completion of updates to the Mercedes geological model;
• costs of production and capital expenditures, which may include estimates such as cash costs per ounce of gold sold and all-in-sustaining costs ("AISC") per ounce of gold sold, which are non-GAAP financial measures (see "Notice Regarding Non-GAAP Financial Measures");
• success of current or future mining operations;
• future payments by the Company in accordance with the Stream Amendments, the Note, the Amended Convertible Debenture, the Sandstorm Promissory Note and the Short Term Loan (each, as defined below);
• the Company's ability to meet any contractual obligations, including under metals streaming or royalty agreements including the Stream Amendments (as defined below);
• the receipt, in a timely manner, of regulatory and other required approvals and clearances, including but not limited to final approval of the Restructuring Agreement (as defined below) by the TSX Venture Exchange ("TSX-V");
• the timing of receipt of results of geometallurgical test work on the Corani property ("Corani Property");
• expectations regarding the presence and continuity of mineral deposits;
• anticipated tonnages and grades of mineral resources and mineral reserves;
• the conversion of exploration or development drilling results into mineral resources or mineral reserves;
• the Company's ability to secure project financing for development and construction of the Corani Property;
• the Company's ability to fund working capital requirements;
• the reliability of capital and operating cost estimates;
• growth strategies;
• expectations about future market prices, and global metal supply and demand;
• currency exchange rates;
• appropriate discount rates;
• future royalty and tax payments and rates;
• expectations regarding possible impacts of litigation and regulatory actions;
• expectations regarding environmental or social issues that may affect exploration, development or operations;
• the expectation that the effects of climate change will not adversely affect the Company's properties or operations;
• the anticipated impacts and benefits of social programs at any of the Company's properties;
• anticipated effects of commodity prices on revenues;
• unanticipated reclamation expenses;
• expected costs and benefits of capital projects;
• the formation of joint ventures and/or strategic partnerships with respect to the Company's properties;
• title disputes or claims; and
• the content, cost, timing and results of future exploration programs and life of mine expectancies;

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Forward-looking statements are subject to a variety of inherent risks and uncertainties, both general and specific, which could cause actual events or results to differ materially from those reflected in the forward- looking statements, including, without limitation:

• risks related to working capital deficiencies and the Company's ability to remain a going concern;
• risks related to gold, silver, lead, zinc, and other commodity price fluctuations;
• risks related to the repayment of debt obligations;
• risks related to the delivery of metals under metals stream commitments or royalty obligations;
• risks related to union negotiations and labour disruptions by contractors, unionized or non-unionized employees;
• risks related to variations in mineral content within the material identified as mineral reserves and mineral resources from that predicted;
• risks related to actual metal recovery, extraction or production rates and amounts, and operating costs differing from those anticipated and/or forecasted;
• risks and uncertainties related to the interpretation of drill results, and the geology, grade and continuity of mineral deposits;
• risks related to the metallurgical characteristics of mineralization contained within the Company's properties differing from current expectations or being not yet fully determined;
• risks related to the receipt, in a timely manner, of regulatory and other required approvals and clearances;
• risks related to the escalation of cost estimates due to inflation;
• risks related to revisions of the Mexican mining law and the Company's Amparo filing;
• risks related to permit applications and renewals;
• the possibility that future exploration, development or mining program timelines or results will not be consistent with the Company's expectations and/or the results of economic studies including any Feasibility Studies;
• mining and development risks, including risks related to accidents, ground instability, equipment breakdowns, labour disputes, permitting delays or other unanticipated difficulties with or interruptions in production;
• risks related to the ability to obtain financing required to develop mining properties or to complete significant technical, environmental or engineering studies, including increases in financing costs or adverse changes to the terms of available financing;
• the potential for delays in exploration or development activities or the completion of feasibility studies and other geologic reports or studies, including changes in development or mining plans due to logistical, technical or other factors and changes in project parameters as plans continue to be refined;
• risks related to the Company's ability to collect, track and report on social and environmental programs and metrics and its ability to meet evolving global sustainability reporting standards in a timely manner;
• risks related to developments in world metal and minerals markets;
• risks related to foreign exchange fluctuations, including the fluctuations in the United States dollar, Canadian dollar, Peruvian sol and/or Mexican peso relative to other currencies;

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• risks related to increases in the estimated capital and operating costs or the emergence of unanticipated costs;
• risks related to the effects of local, national, or global health and safety emergencies on operations, exploration or developments activities;
• difficulties attracting the necessary management and workforce;
• risks related to increasing interest rates;
• tax rates or royalties being greater than assumed;
• risks related to taxation authorities reassessing previously filed tax returns;
• the effects of competition in the markets in which the Company operates;
• tax consequences for foreign controlled Canadian companies;
• risks related to enforcement of civil liabilities by U.S. investors;
• risks related to the volatility of the securities markets;
• risks related to the price of, market for, and liquidity of the Company's Common Shares and Warrants;
• risks related to the Company's ability to declare and pay dividends;
• risks related to loss of entire investment;
• risks related to discretionary decisions over the use of proceeds;
• enforcement of civil liabilities by U.S. investors;
• risks related to dilution from exercise of outstanding stock options and the Warrants;
• market perception;
• risks related to dilution from equity financing negatively impacting holders of Common Shares;
• underlying property commitments affecting the Company's results of operations and financial condition;
• risks related to the termination of mining concessions;
• dependency on developing and maintaining relationships with local communities and stakeholders;
• risks related to operations in foreign jurisdictions;
• risks relating to obtaining and maintaining all necessary government permits, approvals and authorizations and regulatory approvals relating to the continued exploration and development of the Company's projects in a timely manner;
• risks related to adequate consultation with indigenous peoples and uncertainties related to mineral title and indigenous rights with respect to mineral properties in Mexico;
• risks associated with debt facilities;
• exposure to interest risk on its debt facilities;
• liquidity, financing and going concern risk;
• the uncertainty of profitability based upon the Company's history of losses;
• risks associated with negative cash flow from operations;
• risks related to the expiration of permits;
• risks related to environmental regulation and liability;
• risks of obtaining insurance on reasonable terms;
• risks associated with failure to maintain community acceptance, agreements and permissions (generally referred to as "social licence");

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• legal risks;
• political and regulatory risks associated with mining and exploration, including the risk of expropriation; and
• other risks and uncertainties related to the Company's prospects, properties and business strategy.

These forward-looking statements are based on certain assumptions that the Company believes are reasonable, but which may prove to be incorrect, including that:

• timing and cost estimates of exploration, development, operating and capital projects are correct;
• gold, silver and other commodity prices used in the Mercedes Technical Report (as defined herein) will be sustained or improved;
• the Company's material obligations can be met;
• the Company will be able to fund, or obtain funding, for its outstanding commitments;
• silver, base metal and other commodity prices used in the Corani Technical Report (as defined herein) will be sustained or improve;
• actual production levels, operating costs and capital costs at the Mercedes Mine will not differ materially from the Company's expectations;
• development of the Corani Property will be economically viable and proceed as expected;
• contracted service providers will perform substantially as agreed;
• any additional financing required by the Company will be available on reasonable terms;
• historical tax filings were prepared in accordance with the laws existing at the time; and
• the Company will not experience any material accident, adverse natural events, labour dispute, contractor dispute, social disruption, supply chain disruptions, or failure of plant or equipment.

Some of the important risks and uncertainties that could affect forward-looking statements are described herein under "Risk Factors". Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Forward-looking statements are made based on management's informed judgement, beliefs, estimates and opinions on the date the statements are made. Other than as required by applicable law, the Company undertakes no obligation to update forward-looking statements if such judgement, beliefs, estimates and opinions or other circumstances should change. Accordingly, readers should appreciate the inherent uncertainty of and not place undue reliance on forward-looking statements.

Notice Regarding Non-GAAP Financial Measures

This AIF includes disclosure of certain non-GAAP financial measures or ratios, as such terms are used in National Instrument 52-112 - Non-GAAPand Other Financial Measures Disclosure, including Cash Cost and All-In Sustaining Cost ("AISC"). The non-GAAP financial measures used in this AIF are not standardized financial measures under IFRS Accounting Standards ("IFRS") and might not be comparable to similar measures presented by other companies. The Company believes that these measures and ratios provide investors with an improved ability to evaluate the prospects of the Company as they provide additional information related to operating performance and are widely used in the mining industry.

The Company has adopted the practice of calculating a performance measure consisting of the net cost of producing an ounce of gold after deducting revenues gained from silver by-product production.

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Cash Cost and AISC are calculated net of credits for realized silver revenues and are calculated per ounce of gold sold. The Company adds the governmental royalty of 0.5% for special mining law, third-party net smelter royalties, and adjustments for finished goods related to the increase or decrease in remaining inventory to the cost of production. Other adjustments may be made as required. For further information regarding these non-GAAP financial measures including reconciliations of these measures to the applicable costs items as reported in the consolidated financial statements for the respective periods, please see the information under the heading "Cash Cost and All-in-Sustaining Cost ("AISC") for Mercedes" in the Company's MD&A for the three months and year ended December 31, 2023 (available on the Company's website and on SEDAR+), which section is incorporated by reference in this AIF.

Cautionary Note to United States Investors

The Company prepares its disclosure in accordance with the requirements of securities laws in effect in Canada, which differ from the requirements of U.S. securities laws. Terms relating to mineral resources disclosed in this AIF are defined in accordance with Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") under the guidelines set out in the Canadian Institute of Mining, Metallurgy, and Petroleum Definition Standards for Mineral Resources and Mineral Reserves 2014 ("CIM Definition Standards").

The United States Securities and Exchange Commission (the "SEC") adopted amendments effective February 25, 2019 (the "SEC Modernization Rules") to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the United States Securities Exchange Act of 1934. The SEC Modernization Rules replaced SEC Industry Guide 7, which was rescinded.

As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of "Measured mineral resources", "Indicated Mineral Resources" and "Inferred Mineral Resources", which are defined in substantially similar terms to the corresponding CIM Definition Standards. In addition, the SEC has amended its definitions of "Proven Mineral Reserves" and "Probable Mineral Reserves" to be substantially similar to the corresponding CIM Definition Standards.

United States investors are cautioned that while the foregoing terms are "substantially similar" to corresponding definitions under the CIM Definition Standards, there are differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards. Accordingly, there is no assurance any Mineral Resources that the Company may report as "Measured Mineral Resources", "Indicated Mineral Resources" and "Inferred Mineral Resources" or Mineral Reserves that the Company may report as "Proven Mineral Reserves" or "Probable Mineral Reserves", under NI 43-101, would be the same had the Company prepared the resource or reserve estimates under the standards adopted under the SEC Modernization Rules.

United States investors are also cautioned that while the SEC will now recognize "Measured Mineral Resources", "Indicated Mineral Resources" and "Inferred Mineral Resources", investors should not assume that any part or all of the mineral deposits in these categories would ever be converted into a more reliable category of Mineral Resources or into Mineral Reserves. In accordance with Canadian securities laws, estimates of "Inferred Mineral Resources" cannot form the basis of feasibility or other economic studies, except in limited circumstances as permitted under NI 43-101.

In addition, Canadian regulations allow the disclosure of "contained ounces" amongst other expressions of mineralization; however, the SEC has historically only permitted issuers to report mineralization as in place tonnage and grade without reference to unit measures.

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For the above reasons, information contained in this Annual AIF and the documents incorporated by reference herein containing descriptions of the Company's mineral properties may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

NI 43-101 Disclosure

With the exception of information provided in Appendices "A" and "B" of this document and unless otherwise indicated, scientific and technical information in this AIF is based on work programs and initiatives conducted under the supervision of, and/or has been reviewed and approved by, Andrew Swarthout, AIPG Certified Professional Geologist, a Director of the Company who is a Qualified Person ("QP") as defined in NI 43-101

Technical and scientific information presented in Appendix "A" and Appendix "B" of this AIF are excerpts from the most recently filed Technical Reports (as defined in NI 43-101) prepared for the Company for the Mercedes Mine and the Corani Property (collectively, the "Technical Reports"). This excerpted information is subject to all the assumptions, qualifications and procedures set out in the Technical Reports and are qualified in their entirety with reference to the full text of the Technical Reports, which are available on the Company's website and under its profile on SEDAR+. Each of the authors of the Technical Reports is an independent QP.

The Technical Reports are as follows:

• The Technical Report entitled "National Instrument 43-101 Technical Report, Mercedes Gold-Silver Mine, Sonora State, Mexico", dated July 4, 2022 and filed on SEDAR on July 5, 2022 (the "2022 Mercedes Report"). The 2022 Mercedes Report addresses comments received by the Company from the British Columbia Securities Commission in respect of a previous technical report for the Mercedes Mine filed by the Company on SEDAR+ on April 22, 2022. The 2022 Mercedes Report was prepared by BBA Engineering Inc. on behalf of the Company and authored by the following QPs, each of whom was employed or contracted by BBA Engineering as at the date of the 2022 Mercedes Report: Colin Hardie, P.Eng.; David Willock, P.Eng.; Shane Ghouralal, P.Eng. MBA; and Pierre-Luc Richard, P.Geo., M.Sc.
• The Technical Report entitled "Bear Creek Mining, Corani Project, NI 43-101 Technical Report" dated and filed on SEDAR+ on, December 17, 2019 (the "2019 Corani Report"). The 2019 Corani Report was prepared by Ausenco Services Pty Ltd ("Ausenco"), with input from additional technical, legal and other consultants and the following QPs, employed by the respective firms as at the date of the 2019 Corani Report: Greg Lane, FAusIMM, Ausenco Services Pty Ltd; Kevin Gunesch, PE, Global Resource Engineering Ltd.; Terre Lane, MMSA, Global Resource Engineering Ltd.; Todd Harvey, SME Registered Member, Global Resource Engineering Ltd; Hamid Samari, MMSA, Global Resource Engineering Ltd.; Denys Parra, SME Registered Member Anddes Asociados SAC; Eduardo Ruiz, EFG Register Member, Anddes Asociados SAC; David Arcos, EFG Register Member, Amphos 21 Consulting, S.L.; and, Michael Meyer, Ph.D., MMSA, Meyer EPS Inc.

All Bear Creek sample and assay results are independently monitored through a quality control / quality assurance program that includes the insertion of a minimum of the following for each assay batch of approximately 84 samples: two certified standards, one certified fine blank, one coarse blank and pulp and reject duplicate samples. Logging and sampling at the Mercedes Mine are completed at a secure onsite facility. Drill core is sawn in half on site and half drill-core samples are securely transported to ALS Chemex sample preparation facilities in Hermosillo, Mexico. Sample pulps are sent to ALS Chemex lab in Vancouver, British Columbia for analysis. Gold content is determined by fire assay of a 30-gram charge and silver content is determined by four acid digestion, sample preparation and assay labs are