Guanajuato closes $18-million private placement

Mr. James Anderson reports GUANAJUATO SILVER ANNOUNCES CLOSING OF C$18 MILLION FINANCING Guanajuato Silver Company Ltd. has closed its previously announced non-brokered listed issuer financing exemption private placement for aggregate gross proceeds to the company of $18-million under the listed issuer financing exemption private placement. The company engaged Medalist Capital Ltd. and Research Capital Corp. as exclusive finders to assist with the offering. James Anderson, chairman and chief executive officer, 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 million units of the company at a price of 30 cents 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 45 cents for a period of 36 months subject to customary anti-dilution adjustments, until Aug. 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 Guanajuato's producing mines in Guanajuato and Durango; Finance certain improvements to expand and modernize the processing facilities at the Topia mine and mill complex, including capital expenditures and related costs; Finance corporate head office general and administrative expenses, including legal, audit, overhead and salaries for the ensuing 12 months; Carry out detailed exploration at Guanajuato'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 co-ordinated 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 warrants. Each finder 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 Aug. 21, 2028. Unless permitted under securities legislation, the finder warrants and securities underlying the finder warrants cannot be traded before Dec. 22, 2025. In connection with the offering, the company has entered into an advisory agreement with Research Capital, pursuant to which the adviser provided financial advisory, consulting and support services in connection with the offering. In consideration for the advisory services, the company will pay the adviser a work fee equal to $136,500 and issue 458,500 adviser warrants. Each adviser 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 Aug. 21, 2028. The adviser warrants and the underlying securities issued to the adviser 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 2.1 million 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 per cent 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 SEDAR+ and at the company's website. About Guanajuato Silver Company Ltd. Guanajuato is a precious metal producer engaged in reactivating past-producing silver and gold mines in central Mexico. The company produces silver and gold concentrates from El Cubo mine complex, Valenciana mine 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, Guanajuato is one of the fastest-growing silver producers in Mexico. We seek Safe Harbor.