Guanajuato Silver Company Ltd. (TSX-V:GSVR) is pleased to announce the closing of its previously announced non-brokered Listed Issuer Financing Exemption private placement for aggregate gross proceeds to the Company of C$18M under the Listed Issuer Financing Exemption private placement. The Company engaged Medalist Capital Ltd. and Research Capital Corporation as exclusive finders to assist with the Offering.

James Anderson, Chairman & CEO said, “With this strengthening of our balance sheet, Guanajuato Silver is now positioned to make significant upgrades to our underground mining fleet and to our three processing facilities, as we move to establish improved operational consistency at all four of our producing silver mines. Furthermore, current exploration and development drill programs will be scaled up considerably as we move to expand our mineral resource base. We thank current and past investors for their continued support as we build Mexico’s next mid-tier silver producer.”

The Offering consisted of 60,000,000 units of the Company at a price of C$0.30 per Unit. Each Unit consists of one common share of the Company and one-half of one common share purchase warrant of the Company. Each Warrant will entitle the holder to purchase an additional Common Share at an exercise price of $0.45 for a period of 36 months subject to customary anti-dilution adjustments, until August 21, 2028.

Net proceeds from the Offering will be used to, inter alia:

• add to the Company’s underground fleet and ramp up production at GSilver’s producing mines in Guanajuato and Durango.
• fund certain improvements to expand and modernize the processing facilities at the Topia mine and mill complex including capital expenditures and related costs.
• fund corporate head office general and administrative expenses including legal, audit, overhead and salaries for the ensuing 12 months.
• carry out detailed exploration at GSilver’s mineral properties, particularly San Ignacio and Valenciana.

The Units were sold pursuant to the Listed Issuer Financing Exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The Offering was made in all provinces of Canada (except Quebec) and other qualifying jurisdictions, including the United States. The Units offered under the Listed Issuer Financing Exemption will be immediately “free-trading” under applicable Canadian securities laws. Units sold to subscribers resident in the United States are subject to additional restrictions on trade.

In connection with the Offering, the Finders received a cash commission of $520,463.92, and 1,727,904 non-transferable finder’s warrants. Each Finder’s Warrant entitles the holder to purchase one Common Share at an exercise price equal to the Offering Price, subject to customary anti-dilution adjustments, until August 21, 2028. Unless permitted under securities legislation, the Finder’s Warrants and securities underlying the Finder’s Warrants cannot be traded before December 22, 2025.

In connection with the Offering, the Company has entered into an Advisory Agreement with Research Capital Corporation, pursuant to which the Advisor provided financial advisory, consulting, and support services in connection with the Offering. In consideration for the Advisory Services, the Company will pay the Advisor a work fee equal to $136,500  and issue 458,500 advisor warrants. Each Advisor Warrant entitles the holder to purchase one Common Share at an exercise price equal to the Offering Price, subject to customary anti-dilution adjustments, until August 21, 2028. The Advisor Warrants and the underlying securities issued to the Advisor will be subject to a four month and one day hold period in accordance with Canadian securities laws.

To demonstrate continued support of the Company, certain directors and officers of the Company or their affiliates participated in the Offering and acquired an aggregate of 2,100,000 Units for total gross proceeds of $630,000. Each subscription by a Related Party is considered a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The related party transactions are exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 in reliance upon the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the transaction, insofar as it involves the Related Parties, does not exceed 25% of the Company’s market capitalization. The Company did not file a material change report related to the Offering more than 21 days before the expected closing of the Offering as required by MI 61-101 since the details of the participation by the Related Parties were not settled until shortly prior to the closing of the Offering and the Company wished to close on an expedited basis for sound business reasons.

There is an offering document related to this Offering that can be accessed under the Company’s profile at www.sedarplus.ca and at the Company’s website at www.gsilver.com.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws or an exemption from such registrations are available. No public offering of securities is being made in the United States. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About GSilver

GSilver is a precious metals producer engaged in reactivating past producing silver and gold mines in central Mexico. The Company produces silver and gold concentrates from the El Cubo Mine Complex, Valenciana Mines Complex, and the San Ignacio mine; all three mines are located within the state of Guanajuato, which has an established 480-year mining history. Additionally, the Company produces silver, gold, lead, and zinc concentrates from the Topia mine in northwestern Durango. With four operating mines and three processing facilities, GSilver is one of the fastest growing silver producers in Mexico.