Quetzal enters definitive deal to acquire Silverco

Mr. Matthew Badiali reports QUETZAL COPPER CORP. PROVIDES UPDATE ON ACQUISITION OF SILVERCO MINING CORP. AND BRIDGE LOAN FINANCING Further to the news release dated June 26, 2025, Quetzal Copper Corp. has entered into a definitive amalgamation agreement with Silverco Mining Corp., an arm's-length party, pursuant to which Quetzal will acquire all of the issued and outstanding shares of Silverco. Reverse takeover particulars and the definitive agreement On Aug. 13, 2025, Quetzal, Silverco and a newly formed subsidiary of Quetzal (Quetzal Subco) incorporated under the Business Corporations Act (British Columbia) entered into an amalgamation agreement, which provides for, among other things, a three-cornered amalgamation, pursuant to which: (i) Quetzal Subco will amalgamate with Silverco under the BCBCA to form one corporation; and (ii) the securityholders of Silverco will receive securities of Quetzal in exchange for their securities of Silverco at an exchange ratio of 1.88 common shares of Quetzal for each outstanding share of Silverco (subject to adjustments in accordance with the amalgamation agreement). Pursuant to the amalgamation, Quetzal will issue a total of 31,727,854 Quetzal shares at a deemed price of $1.60 per share. A copy of the amalgamation agreement will be available electronically on SEDAR+ under Quetzal's issuer profile in due course. Completion of the RTO will result in the reverse takeover of Quetzal by Silverco pursuant to the policies of the TSX Venture Exchange (with the resulting entity being the resulting issuer). As part of the RTO and subject to any required shareholder and regulatory approvals, Quetzal will: (i) change its name to Silverco Mining Ltd. or such other name as may be requested by Silverco; (ii) reconstitute the board of directors and management of the resulting issuer; (iii) adopt a new equity compensation plan; and (iv) consolidate the Quetzal shares on a one-for-100 basis. The completion of the RTO is subject to the satisfaction of various conditions, including, but not limited to, satisfactory completion of due diligence by Quetzal and Silverco, the approval of the RTO by the Quetzal shareholders, the approval of the listing of the resulting issuer shares on the TSX-V, and other conditions customary for a transaction of this nature. The RTO cannot close until the required approvals are obtained. There can be no assurance that the RTO will be completed as proposed or at all. In connection with closing of the RTO, Quetzal will sell, transfer or otherwise dispose of all of its existing mineral properties and associated obligations, with the purchaser indemnifying Quetzal against any pre-existing liabilities associated with such properties. Quetzal intends to call an annual and special meeting of its shareholders to approve various corporate actions and seek approval of the RTO. The amalgamation agreement was negotiated at arm's length between representatives of Quetzal and Silverco. The board of directors of each of Quetzal and Silverco determined that the RTO is fair to the shareholders of Quetzal and Silverco, respectively. The Quetzal shares will remain halted pending further filings with the TSX-V. There are no finders' fees or commissions payable in respect of the RTO. Proposed management team and board of directors of the resulting issuer The board of directors of the resulting issuer is expected to include Mark Ayranto, Gary Brown, Tim Sorensen and Gregg Bush. Management of the resulting issuer is expected to include Mr. Ayranto (president, chief executive officer and director), Sean Fallis (chief financial officer and corporate secretary) and Nico Harvey as vice-president, project development. The following are biographies of the currently proposed directors and senior officers of the resulting issuer. Mark Ayranto, president, chief executive officer and director Mr. Ayranto is an accomplished mining executive with a demonstrated history of success in building and leading high performing mining organizations. With deep experience spanning exploration, mine development, finance and operations, he is uniquely positioned to drive growth and value creation at Silverco. As chief operating officer at Victoria Gold, he was instrumental in advancing the Eagle gold mine from exploration through construction and operations, contributing to a dramatic increase in market capitalization from $8-million to over $1-billion at its peak. This team accomplishment was recognized with the AME's 2021 EA Scholz award for excellence in mine development, of which Mr. Ayranto was a key member. He is the founder and former chair of Banyan Gold. He also served as president of the Yukon Chamber of Mines and chair of the Yukon Mineral Advisory Board. He holds degrees from Dalhousie and Royal Roads University. Sean Fallis, chief financial officer Mr. Fallis has over 20 years of finance experience, including more than 10 years with public mining companies whose principal assets were in Latin America. He was recently part of the team tasked with turning around the performance of Sierra Wireless Inc., which resulted in the sale of Sierra Wireless to Semtech Corp. for $1.8-billion. In addition to core finance functions, Mr. Fallis has led functions, including corporate development, investor relations, information technology and global facilities. Mr. Fallis holds the chartered professional accountant designation and has a bachelor of science in computer science from Simon Fraser University. Nico Harvey, vice-president, project development Mr. Harvey is an accomplished mining engineer with over a decade of operational and technical expertise in the mining industry. As vice-president, project development, Mr. Harvey leads the advancement and development of Silverco's full project portfolio. Holding a mining engineering degree from the University of British Columbia, he has extensive experience in gold, copper and coal operations, spanning large-scale open-pit and underground environments. Having progressed through increasingly senior technical and operational roles, he has a proven record in optimizing operational performance, performing due diligence evaluations, delivering technical projects and promoting sustainable development. Gary Brown, director Mr. Brown brings over 35 years of experience as a finance professional, most recently as the chief financial officer of Wheaton Precious Metals Corp., a position he held for almost 17 years prior to his retirement on March 31, 2025. At Wheaton, Mr. Brown played an integral role in the company's financial growth, strategic direction and risk management, all contributing to Wheaton's industry-leading success in the precious metal streaming business. Prior to Wheaton, Mr. Brown held senior financial roles at Westcoast Energy Inc., CAE Inc., Creo Inc. and Tir Systems Ltd., and holds professional designations as both a chartered professional accountant and a chartered financial analyst, having earned a master's degree in accounting at the University of Waterloo. Tim Sorenson, director Mr. Sorensen brings over 25 years of experience in institutional equity sales with a specialized focus on the mining sector. Over the course of his career, he has played a direct role in raising more than $5-billion in capital for mining companies, supporting exploration-, development- and production-stage projects worldwide. He currently serves as chief executive officer of TSCG Capital, a mining-focused merchant bank providing strategic advisory and financing solutions to resource companies. In addition, he is managing partner at Velocity Capital Partners, a subsidiary of Velocity Trade Capital, which is an independent foreign exchange, commodity and equity brokerage firm headquartered in Toronto. Mr. Sorensen is recognized for his deep industry relationships, capital market expertise and strategic insight into mining trends, making him a valuable asset to the board and a trusted adviser within the mining investment community. Gregg Bush, director Mr. Bush is a metallurgical engineer with more than 40 years of experience in feasibility, mine development, operations, international mergers and acquisitions, permitting, alternative infrastructure projects supporting mine development, and project engineering. He is fluent in Spanish, and has experience in operations based in Chile, the United States, Mexico and Canada. He has held positions as chief operating officer for Capstone Mining, where he oversaw operating and organic growth projects for the corporation, and as COO of Minefinders, where he was responsible for the construction and commissioning of the Dolores project in Chihuahua. Prior to joining Minefinders, he spent 17 years with Placer Dome and Barrick in North and South America. Mr. Bush started his career as a metallurgist with Chino Mines Company, a division of Kennecott Copper. He holds a bachelor of science in metallurgical engineering from the University of Texas at El Paso. Bridge loan In addition, Quetzal has entered into a $500,000 debt financing arrangement with two arm's-length third parties. Proceeds from the bridge loan financing will be used for general working capital purposes and for closing and other costs related to the transaction. Prior to closing of the transaction, settlement of the bridge loan financing will be made in Quetzal shares at a deemed price equal to $1.60 (on a postconsolidation basis). Additional information The full particulars of the RTO, the material properties of the resulting issuer and the resulting issuer will be described in the management information circular of Quetzal, which will contain the information required pursuant to listing statement requirements under the policies of the TSX-V. A copy of the circular will be available electronically on SEDAR+ under Quetzal's issuer profile in due course. Investors are cautioned that, except as disclosed in the circular to be prepared in connection with the RTO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Quetzal should be considered highly speculative. We seek Safe Harbor.