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Bayhorse Silver Announces Closing of Brokered LIFE Offering for Gross Proceeds of C$4.1 Million

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Bayhorse Silver Announces Closing of Brokered LIFE Offering for Gross Proceeds of C$4.1 Million

Bayhorse Silver Inc. (TSX-V: BHS) (FSE: 7KXN) is pleased to announce the closing of its previously announced “best efforts” private placement for gross proceeds of C$4,113,480, which includes the partial exercise of the agent’s option. Pursuant to the Offering, the Company sold 58,764,000 units of the Company at a price of C$0.07 per Unit. Red Cloud Securities Inc. acted as sole agent and bookrunner in connection with the Offering.

Each Unit consists of one common share of the Company and one common share purchase warrant. Each Warrant entitles the holder thereof to purchase one Common Share at a price of C$0.10 at any time on or before April 29, 2029.

The Company intends to use the net proceeds of the Offering for the exploration and advancement of the Company’s Bayhorse Silver Mine and adjacent Pegasus Porphyry Copper Project in Idaho, U.S., as well as for general working capital and corporate purposes, as is more fully described in the Offering Document (as defined herein).

In accordance with National Instrument 45-106 – Prospectus Exemptions, the Units were issued to purchasers resident in Canada pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The securities issuable from the sale of Units issued pursuant to the Listed Issued Financing Exemption to purchasers resident in Canada are immediately freely tradeable in accordance with applicable Canadian securities legislation.

As consideration for their services, Red Cloud received a cash fee of C$234,123 and 3,344,610 non-transferable common share purchase warrants. Each Broker Warrant is exercisable into one Common Share at the Offering Price at any time on or before April 29, 2029. The Broker Warrants and any Common Shares issuable upon any future exercise of the Broker Warrants will be subject to a hold period in Canada in accordance with applicable Canadian securities law, expiring on August 30, 2026.

Certain insiders of the Company subscribed for an aggregate of 1,083,000 Units for aggregate gross proceeds of $75,810 in the Offering. The Insiders’ participation constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company is relying on the exemption from the valuation requirements and minority shareholder approvals in MI 61-101 pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the value of the Insiders’ participation in the Offering does not represent more than 25% of the Company’s market capitalization, as determined in accordance with MI 61-101.

There is an offering document dated April 14, 2026 related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at: www.bayhorsesilver.com.

The closing of the Offering remains subject to the final approval of the TSX Venture Exchange.

The securities have not been, and will not be, registered under the United States Securities Act of 1933, or any U.S. state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons, absent registration under the U.S. Securities Act and all applicable U.S. state securities laws or in compliance with an exemption therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

This news release has been prepared on behalf of the board of directors of Bayhorse Silver Inc. who accept full responsibility for its content.

Graeme O’Neill, CEO
Toll Free: 866-399-6539, Office: 604-684-3394

 

About Bayhorse Silver Inc.

Bayhorse Silver Inc. is an exploration and production company with a 100% interest in the historic Bayhorse Silver Mine located in Oregon, USA with a National Instrument 43-101 inferred resource of 292,300 tons at a grade of 21.65 opt (673 g/t) for 6.3 million ounces of silver. (Turner et al. 2018) and the Pegasus Project, in Washington County, Idaho. The Bayhorse Silver Mine and the Pegasus Porphyry Copper Project are 44 km southwest of Hercules Metals’ porphyry copper discovery. The Bayhorse Mine is a minimum environmental impact facility capable of processing at a mining rate of up to 200 tons/day that includes a state of the art 40 ton per hour Steinert Ore-Sorter that reduces waste rock entering the processing stream by up to 85%. The Company has established an up to 60 ton/day mill and standard flotation processing facility in nearby Payette County, Idaho, USA with an offtake agreement in place with Ocean Partners UK Limited. The Company has an experienced management and technical team with extensive mining expertise in both exploration and building mines.

Posted April 30, 2026

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