GR Silver Mining Ltd. (TSX-V:GRSL) (FRANKFURT:GPE) announces that it has completed its previously announced (see news release dated December 1, 2025) underwritten private placement offering issuing 66,666,832 units of the Company at a price of $0.30 per Unit, for aggregate gross proceeds of $20,000,049.60. The Offering included 8,332,833 Units ($2,499,849.90) sold pursuant to the full exercise of the over-allotment option granted to Research Capital Corporation as the sole bookrunner and co-lead underwriter pursuant to the Underwriting Agreement (defined below).

Marcio Fonseca (CEO) Comments: “This Milestone financing comes in an environment where the silver price exceeds US$60 per ounce. The Company is now financially capable (with more than $28.5M in its treasury), to carry-out an aggressive step-out and exploration drilling campaign at San Marcial Area, Plomosas Project, with the goal to significantly increase the NI 43-101 Mineral Resource Estimate, followed by a planned Preliminary Economic Assessment Report in the second half of 2026. Management expects 2026 to become a game-changing year for the Company including potential catalysts such as an updated mineral resource estimate for the Plomosas Project, advancement of Bulk Sampling Test Mining engineering studies, and assessment of alternatives to establish a pilot plant at the Plomosas Project. Special thanks to our partners at Research Capital and Red Cloud for their value-added contribution in this bought deal financing and our teams in Mexico and Canada for their exceptional contributions in 2025 including the discoveries of additional high-grade, wide silver mineralization in Mexico.

Each Unit is comprised of one common share of the Company and one half of one Common Share purchase warrant of the Company. Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.42 per Common Share at any time until December 17, 2028.

The Company intends to use the net proceeds from the Offering for advancement of its Plomosas Silver Project in Mexico, working capital and general corporate purposes.

37,333,332 Units were issued pursuant to 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 Exemptions, to purchasers resident in Canada (other than the province of Québec) and in other qualifying jurisdictions outside of Canada on a private placement basis pursuant to relevant prospectus or registration exemptions in accordance with applicable laws, and are not subject to a statutory hold period pursuant to applicable Canadian securities laws.

29,333,500 Units were issued under a private placement pursuant to applicable prospectus exemptions in accordance with National Instrument 45-106 – Prospectus Exemptions and are subject to a hold period expiring April 18, 2026, in accordance with the policies of the TSX Venture Exchange (the “TSXV”) and applicable securities laws.

The Company entered into an underwriting agreement (the “Underwriting Agreement”) dated December 17, 2025, with the Underwriters, pursuant to which the Company (i) paid the Underwriters a cash commission of $1,195,826.98, and (ii) issued an aggregate of 3,986,090 non-transferable broker warrants (the “Broker Warrants”). Each Broker Warrant entitles the holder to purchase one Unit at an exercise price equal to the Offering Price at any time until December 17, 2028.

Certain directors and officers of the Company participated in the Offering and purchased an aggregate of 60,700 Units for gross proceeds of $18,210 (which Units are subject to a hold period expiring April 18, 2026, in accordance with the policies of the TSXV and applicable securities laws).  The insiders’ participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.  Such insider participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on any of the exchanges or markets outlined in subsection 5.5(b) of MI 61-101, and the fair market value of the securities distributed to the insiders did not exceed 25% of the Company’s market capitalization.

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