Mr. Graeme O'Neill reports
BAYHORSE SILVER ANNOUNCES BROKERED LIFE OFFERING FOR GROSS PROCEEDS OF UP TO C$4.0 MILLION
Bayhorse Silver Inc. has entered into an agreement with Red Cloud Securities Inc. to act as sole agent and bookrunner in connection with a best-effort private placement for gross proceeds of up to $4,000,010 from the sale of up to 57,143,000 units of the company at a price of seven cents per unit
Each unit will consist of one common share of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share at a price of 10 cents at any time on or before that date which is 36 months following the closing date (as herein defined).
The company also grants to Red Cloud an option, exercisable in full or in part up to 48 hours prior to the closing of the marketed offering, to sell up to an additional 14,286,000 units at the offering price for up to an additional $1,000,020 in gross proceeds. The marketed offering and the securities issuable upon exercise of the agents' option shall be collectively referred to as the offering.
The company intends to use the net proceeds of the offering for the exploration and advancement of the company's Bayhorse silver mine and adjacent Pegasus porphyry copper project in Idaho, United States as well as general working capital and corporate purposes, as is more fully described in the offering document (as defined herein).
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the units will be offered for sale to purchasers resident in the provinces of British Columbia, Alberta, Manitoba, Saskatchewan and Ontario pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The securities issuable from the sale of units issued pursuant to the listed issued financing exemption to purchasers resident in Canada are expected to be immediately freely tradable in accordance with applicable Canadian securities legislation. The units may also be sold in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to the exemptions from the registration requirements provided for under the U.S. Securities Act of 1933, as amended, and in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction.
There is an offering document dated April 14, 2026, related to the offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.
The offering is anticipated to close on April 29, 2026, or such other date as the company and Red Cloud may agree. Completion of the offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.
About Bayhorse Silver Inc.
Bayhorse Silver is an exploration and production company with a 100-per-cent interest in the historic Bayhorse silver mine located in Oregon, United States, with a National Instrument 43-101 inferred resource of 292,300 tons at a grade of 21.65 ounces per ton (673 grams per tonne) for 6.3 million ounces of silver (Turner et al., 2018), and the Pegasus project in Washington county, Idaho. The Bayhorse silver mine and the Pegasus porphyry copper project are 44 kilometres southwest of Hercules Metals' porphyry copper discovery. The Bayhorse mine is a minimum environmental impact facility capable of processing at a mining rate of up to 200 tons per day that includes a state-of-the-art 40-ton-per-hour Steinert ore sorter that reduces waste rock entering the processing stream by up to 85 per cent. The company has established an up-to-60-ton-per-day mill and standard flotation processing facility in nearby Payette county, Idaho, United States, with an offtake agreement in place with Ocean Partners U.K. Ltd. The company has an experienced management and technical team with extensive mining expertise in both exploration and building mines.
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