Bayhorse Silver Closes Warrant Exercise Incentive Program

Executive Summary

• Bayhorse Silver closed its warrant exercise incentive program on Jan 30, 2026, with 3.8945 M eligible warrants exercised for gross proceeds of $584,175.
• The company will issue 3.8945 M new “Incentive Warrants” (exercise price $0.16) that expire on Feb 1, 2027 and are subject to a hold period until June 2, 2026.
• CEO Graeme O’Neill and CFO Rick Low exercised 1.5 M and 175 k warrants respectively, constituting a related‑party transaction exempt from MI 61‑101 valuation/approval thresholds.

Key Details

• Eligible Warrants: 20 M issued in connection with the Feb 1, 2021 private placement; exercise price $0.15 per share, expiry Feb 1, 2026.
• Exercised Warrants: 3,894,500 exercised → gross proceeds $584,175.
• Unexercised Warrants: 16,105,500 will expire unexercised on Feb 1, 2026.
• Incentive Warrants Issued: 3,894,500 (one per exercised warrant) – exercise price $0.16, expiration Feb 1, 2027.
• Hold Period: Securities issued are subject to a hold period expiring June 2, 2026.
• Accelerated Expiry Clause: If Bayhorse’s common share closing price ≥ $0.22 for ten consecutive trading days, the company may accelerate expiry of Incentive Warrants to 30 calendar days after such notice.
• Regulatory Condition: Program pending final approval from the TSX Venture Exchange (TSXV).
• Related‑Party Participation:
• CEO Graeme O’Neill exercised 1,500,000 warrants → receives 1,500,000 Incentive Warrants.
• CFO Rick Low exercised 175,000 warrants → receives 175,000 Incentive Warrants.
• MI 61‑101 Exemption: Participation does not exceed 25% of market capitalization; therefore exempt from formal valuation and minority shareholder approval requirements.
• Market Commentary: CEO noted extreme volatility in silver futures (Comex drop from $118/oz to $85/oz) and expressed view that junior miners may remain relatively unaffected, anticipating a “snap back” in share prices once the shock subsides.

Notable Quotes

“The extreme market volatility in silver prices this past week has created unprecedented price swings, but we believe junior developers and explorers will likely remain relatively unaffected and anticipate a snap‑back in share prices once the shock has worn off.” – Graeme O’Neill, CEO, Bayhorse Silver Inc.