Mr. Kit Marrs reports

ALASKA SILVER ANNOUNCES DECOMPRESSION OF PROPORTIONATE VOTING SHARES

In accordance with the articles of Alaska Silver Corp., it is initiating a simplification of the company's capital structure through the conversion of all issued and outstanding proportionate voting shares (PV shares) into subordinate voting shares of the company (SV shares) on the basis of 100 SV shares for every one PV share.

Kit Marrs, chief executive officer, explained: "Our two-class share structure, which is a relic of our prior foreign private issuer (FPI) status under U.S. securities laws, is an unnecessary burden on the company and is a source of confusion for our shareholders. Our goal in 2026 is to provide a simpler share structure for Alaska Silver that should serve to enhance trading liquidity while providing shareholders with a clearer understanding of our market value."

Background

A corporation that is incorporated in a jurisdiction outside the United States that has a majority of its voting equity securities held by non-U.S. residents qualifies as a foreign private issuer (as defined in Rule 405 of the U.S. Securities Act) for U.S. securities law purposes. Under guidance from the Securities and Exchange Commission (SEC), an issuer may determine U.S. resident ownership of voting equity securities using one of two methods. The issuer may look to whether more than 50 per cent of the voting power of all classes of voting equity securities, on a combined basis, is directly or indirectly owned of record by residents of the United States. Alternatively, an issuer may make the determination based on the number of issued voting equity securities. Issuers must apply a determination methodology on a consistent basis.

Based on this guidance, the company historically elected to use the latter method to determine U.S. resident ownership of its voting equity securities and the company's share structure and authorized capital was structured to, among other things, better maintain compliance of its foreign private issuer status. However, on Jan. 1, 2025, the company determined that a majority of its voting equity securities were held by residents of the United States resulting in the company no longer qualifying as a foreign private issuer. As such, the company now has to comply with U.S. domestic Securities and Exchange Commission reporting and corporate governance requirements.

Accordingly, the board of directors has determined that it is no longer in the best interests of the company to have the PV shares be maintained as a separate class of shares of the company, as the dual class structure no longer serves as a benefit to maintain foreign private issuer status.

Mechanics of conversion

The company has set the record date for the conversion as March 9, 2026. On the record date, holders of PV shares as of such date will be issued certificates or DRS advice statements representing the number of SV shares into which the PV shares are so converted, and each existing certificate representing the PV shares (or other evidence thereof) will be null and void. In the case of fractional PV shares, the holder thereof will be issued such number of SV shares as is determined by multiplying the fraction by 100.

SV shares issued upon the conversion of PV shares to U.S. residents will include restrictive legends outlining transfer limitations under U.S. securities laws. Holders of these SV shares are expected to be eligible to initiate a process, such as a Rule 144 opinion, to have these legends removed, facilitating future trading. Approximately 73 per cent of the PV shares to be converted are held by 10 key officers, founders, directors and long-time major shareholders. These persons have entered into voluntary lockup agreements to restrict the sale of their shares for up to 12 months following the record date subject to certain limited exceptions. These locked up shares will be released in stages: 50 per cent at six months, an additional 25 per cent at nine months and the remaining 25 per cent at 12 months.

Following the conversion, it is the intention of the company to reidentify the SV shares as common shares at the company's next annual general meeting of shareholders.

About Alaska Silver Corp.

Alaska Silver is one of the pioneers of North America's next major silver and critical minerals district at the Illinois Creek project, a prolific eight-kilometre mineral corridor hosting two stand-alone deposits with a new Warm Springs discovery zone in between (the IC project). The claims of the IC project cover a 100-per-cent-owned land package of 73,535 acres (115 square miles or 29,758 hectares), located approximately 38 kilometres from the region's marine highway, the Yukon River.

We seek Safe Harbor.