Silverco Provides Additional Information on the Agreement to Acquire Nuevo Silver and the La Negra Mine in Queretaro Mexico

Executive Summary

• Silverco Mining Ltd. proposes to acquire Nuevo Silver Inc., which holds a Share Purchase Agreement to purchase 100% of the producing La Negra Mine in Querétaro, Mexico.
• The acquisition will be funded by issuing 16,802,316 Silverco common shares to Nuevo Silver shareholders, with ~61% allocated to holders of subscription receipts from Nuevo Silver’s financing.
• Closing is subject to customary regulatory approvals, escrow release conditions, a technical report on La Negra, and a fairness opinion; the Vendors will obtain a board seat post‑closing.

Key Details

• Acquisition Structure: Silverco will acquire Nuevo Silver (and indirectly the La Negra Mine) by issuing 16,802,316 common shares; approximately 10.2 M shares to subscription receipt holders and the remainder to other Nuevo Silver shareholders.
• Purchase Price for La Negra Mine: Combination of cash, Nuevo Silver shares, and assumption of debt (specific amounts not disclosed).
• Nuevo Silver Financing: 30,346,280 subscription receipts sold at US$1.00 each, gross proceeds US$30.35 M; >97% funded by Dec 3 2025, proceeds held in escrow pending acquisition conditions.
• Insider Participation: Silverco insiders (Mark Ayranto, Gary Brown, Tim Sorensen, Nico Harvey, Eric Sprott) collectively participated in the financing at <10% of total; post‑conversion insider ownership in Nuevo Silver will be <5%, with board/management holding <1%.
• Valuation Rationale: Higher valuation than original La Negra purchase terms due to a >US$45/oz increase in silver price and a US$36/oz forward sale contract secured in Jan 2026, boosting cash‑flow potential.
• Share Price Impact: Nuevo Silver share price up ~160% since financing launch (Oct 3 2025); Silverco’s own shares up ~175% since first trading day (Oct 24 2025).
• Regulatory & Governance: Transaction classified as a “Fundamental Acquisition” under TSX‑V Policy 5.3; non‑arm’s‑length due to insider participation. Closing requires Exchange conditional approval, technical report receipt, fairness opinion, and board approval; disinterested shareholder vote may be required. Vendors receive right to nominate one director after closing.
• Trading Resumption: Silverco common shares will resume 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 the La Negra Mine operations.” – Mark Ayranto, President & CEO, Silverco Mining Ltd.