Silverco adds further information regarding Nuevo deal

Executive Summary

• Silverco Mining Ltd. provides additional material details regarding its proposed acquisition of Nuevo Silver Inc., which holds the rights to acquire the producing La Negra silver mine in Queretaro, Mexico.
• The transaction involves Silverco issuing approximately 16.8 million common shares to acquire Nuevo Silver, with the acquisition value driven by a significant increase in silver prices and improved cash flow potential at La Negra.
• The release outlines the financing structure of Nuevo Silver, including a $30.3 million subscription receipt financing, and details the conditions precedent for closing, including regulatory approvals and the completion of a technical report.

Key Details

• Transaction Structure: Silverco will issue an aggregate of 16,802,316 common shares to holders of Nuevo Silver shares to purchase 100% of Nuevo Silver. Approximately 61% of these shares will be issued to holders of Nuevo Silver's subscription receipts.
• Valuation Drivers: The acquisition valuation is higher than the terms Nuevo Silver negotiated for La Negra in September 2025, attributed to:
  • A greater-than-$45 (U.S.) per ounce improvement in silver prices since September 2025.
  • Final delivery of a $36 (U.S.) per ounce silver forward sale contract in January 2026.
  • Silverco share price appreciation of 175% since its first day of trading (Oct. 24, 2025); Nuevo Silver share price increased ~160% since its financing launch (Oct. 3, 2025).
• Nuevo Silver Financing: To facilitate the La Negra acquisition, Nuevo Silver issued 30,346,280 subscription receipts at $1 (U.S.) each, totaling $30,346,280 (U.S.) in gross proceeds.
  • Financing closed in tranches between November 2025 and January 2026.
  • Over $29.5 million (97%+) was completed by Dec. 3, 2025.
  • Proceeds are held in escrow by a third party pending satisfaction of escrow release conditions.
  • Each subscription receipt converts automatically into one common share of Nuevo Silver upon satisfaction of escrow conditions.
• La Negra Mine Status:
  • La Negra is a producing silver mine in Queretaro, Mexico.
  • Nuevo Silver does not currently hold title; completing the purchase of La Negra is a condition of closing the Silverco-Nuevo Silver acquisition.
  • Silverco requires a technical report on La Negra as a condition of closing.
  • Purchase price for La Negra involves cash, Nuevo Silver shares, and assumption of debt.
• Insider Participation:
  • Silverco insiders (Mark Ayranto, Gary Brown, Tim Sorensen, Nico Harvey, Eric Sprott) participated in Nuevo Silver's financing, aggregating less than 10% of the total financing.
  • Post-conversion, Silverco insider ownership in Nuevo Silver will be less than 5%, with board and management representing less than 1%.
  • The transaction is classified as non-arm's-length due to insider participation.
• Conditions Precedent: Closing is subject to:
  • Regulatory and third-party approvals.
  • Completion of Silverco due diligence.
  • Receipt of a favorable fairness opinion from the Silverco board.
  • Receipt of a technical report for La Negra.
  • Disinterested shareholder approval if required by exchange policies.
  • Vendors retain the right to nominate one person to the Silverco board after closing.
• Trading Resumption: Silverco common shares resumed trading on the TSX Venture Exchange on Wednesday, Jan. 28, 2026.

Notable Quotes

• "The increase in value of Nuevo Silver is directly attributable to the strong increase in silver prices, silver equities and the resulting cash flow potential at La Negra mine operations."
• "Nico Harvey, vice-president, project development, of Silverco... is unaware of any other material scientific or technical information on La Negra mine at this time."