Aya Gold & Silver Inc. (TSX: AYA) (OTCQX: AYASF) is pleased to announce the successful closing of the previously announced strategic transaction with Mx2 Mining Inc. which includes the transfer of rights to the Amizmiz Gold Project located in the Kingdom of Morocco.

Transaction Highlights

• Mx2 acquires 100% interest in the Amizmiz Gold Project
  • Historical Inferred Mineral Resource* of 340,000 ounces at 12.98 g/t gold
• Strong capital base supports growth
  • Private placement completed with C$16 million raised
  • Aya invested C$1 million in the financing and in combination with the Transaction now owns 42.3% of Mx2
  • Mx2 directors and officers hold 10%; institutional investors hold 23%
• Governance aligns with Aya’s strategic interest
  • Benoit La Salle (Aya President & CEO) and Ugo Landry-Tolszczuk (Aya CFO) appointed to Mx2’s Board of Directors
• Operational momentum in Morocco
  • Mx2 exploration and operations team fully established
  • Mx2 Marrakech office, situated near Aya’s existing operations, opened
  • Mx2 active pipeline of new opportunities under evaluation across Morocco and Mauritania

* Not National Instrument 43-101 compliant.

“This transaction creates value for all Aya shareholders by unlocking the potential of Amizmiz through a focused, well-capitalized partner – Mx2,” stated Benoit La Salle, President and CEO. “We view this as a terrific partnership that leverages Aya’s platform in Morocco while maintaining meaningful exposure to upside through our equity interest and Board representation. Mx2’s experienced team and aggressive exploration mandate will strongly complement Aya’s growth strategy across the region.”

“We’re very pleased to have completed the transaction to formally launch Mx2 Mining,” commented Adam Spencer, President and CEO of Mx2. “Over the past several months, we’ve worked hard to build a strong presence in Morocco, assembling a high-caliber team, and laying the groundwork for long-term success. With deep experience in the gold sector, a history of success in Africa and the strong support of Aya, we believe Mx2 is uniquely positioned to pursue high-growth exploration opportunities across Morocco and North Africa.”

Transaction Summary

Effective April 15, 2025, Mx2 has acquired and holds a 100% interest in the Amizmiz Gold Project and has entered into an investor rights agreement with Aya, as well as Mx2 founders Mr. Richard Clark and Mr. Adam Spencer. In conjunction with the Transaction, Mx2 completed a brokered private placement for gross proceeds of C$16.0 million, priced at C$0.50 per unit (see Mx2 news release dated November 20, 2024). Subscription receipts converted on a 1:1 basis into 28,680,000 common shares upon closing, and escrowed proceeds have been released.

As consideration for the Transaction, Aya received 20,000,000 common shares, and now holds 42.3% of Mx2’s outstanding 52,000,001 shares. Aya, Clark, and Spencer are subject to a two-year lock-up on their respective holdings, extending to November 14, 2026.

Operational Presence in Morocco

Mx2 has established its Moroccan headquarters in Marrakech, strategically located less than one hour from the Amizmiz property and adjacent to Aya’s local office. The shared proximity is designed to foster collaboration, streamline logistics, and support rapid execution on the ground. This location enables close coordination with Mx2 on-the-ground partners, including Aya, and provides a central base to support exploration activities.

Qualified Person

David Lalonde, B.Sc. P. Geo, Vice President, Exploration is Aya Gold & Silver’s Qualified Person and has reviewed this press release for accuracy and compliance with National Instrument 43-101.

About Aya Gold & Silver Inc.

Aya Gold & Silver Inc. is a rapidly growing, Canada-based silver producer with operations in the Kingdom of Morocco.

The only TSX-listed pure silver mining company, Aya operates the high-grade Zgounder Silver Mine and is exploring its properties along the prospective South-Atlas Fault, several of which have hosted past-producing mines and historical resources.

Aya’s management team maximizes shareholder value by anchoring sustainability at the heart of its production, resource, governance, and financial growth plans