Capitan Silver Announces Annual General and Special Meeting and Adoption of Omnibus Equity Incentive Plan and Shareholder Rights Plan

Executive Summary

• Capitan Silver Corp. has filed the Notice of Meeting and Information Circular for its Annual General and Special Meeting of Shareholders, scheduled for June 12, 2026.
• The Company has adopted a shareholder rights plan (a "poison pill") designed to protect against "creeping bids" by any person acquiring 20% or more of the outstanding common shares through exempt purchases.
• The Company has also adopted a new 10% fixed omnibus equity incentive plan to replace its existing rolling stock option plan, subject to shareholder ratification.

Key Details

• Meeting Information:
  • Date/Time: Friday, June 12, 2026, at 11:00 a.m. (Vancouver time).
  • Location: 550-800 West Pender Street, Vancouver, British Columbia.
  • Record Date: April 28, 2026, for determining shareholders entitled to notice and voting rights.
  • Agenda Items: Ratification of the Rights Agreement/Rights Plan and ratification of the Omnibus Plan.
• Shareholder Rights Plan:
  • Trigger: A person becomes a beneficial owner of 20% or more of common shares via "creeping bid" purchases exempt from takeover bid laws.
  • Mechanism: Holders of rights (excluding the acquiring person/related parties) can purchase additional Common Shares at a 50% discount to the prevailing market price.
  • Structure: One right is attached to each issued and outstanding Common Share.
  • Conditions: Subject to shareholder ratification and TSX Venture Exchange approval; terminates if not ratified within six months of adoption.
• Omnibus Plan:
  • Scope: A 10% fixed omnibus equity incentive plan providing flexibility to grant options, Restricted Share Units (RSUs), and Deferred Share Units (DSUs) to directors, officers, employees, and consultants.
  • Transition: If approved, it will replace the Company's current 10% rolling stock option plan (last approved June 26, 2025).