Mr. Chris Wright reports

DEFIANCE SILVER ANNOUNCES PRIVATE PLACEMENT

Defiance Silver Corp. has arranged a non-brokered private placement consisting of up to 30 million units for gross proceeds of up to $3-million.

Marketed offering

The offering is priced at 10 cents per unit. Each unit shall consist of one common share of the company and one-half of one common share purchase warrant. Each warrant will be exercisable by the holder thereof to acquire one common share of the company at a price of 20 cents at any time on or before the date which is 24 months after the closing date (as defined herein). The net proceeds of the offering will be used by the company for exploration and general working capital purposes.

If at any time after the date which is four months and one day following the closing date, the closing price of the common shares on the TSX Venture Exchange, or such other stock exchange on which the common shares are listed or quoted, is equal to or greater than 25 cents for a period of 20 consecutive trading days, the corporation shall be entitled to accelerate the expiry date of the warrants such that the holders of warrants shall only have a period of 30 days to exercise the warrants upon deemed receipt of an acceleration notice from the corporation.

The company intends to use the net proceeds from the offering for exploration of the company's projects and for general working capital purposes. The offering is scheduled to close on or around Feb. 14, 2024, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange.

Selling jurisdictions

The units will be offered by way of the accredited investor and minimum amount investment exemptions under National Instrument 45-106 (Prospectus Exemptions) in all the provinces of Canada, offshore jurisdictions, and in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended.

Resale restrictions

The units will be subject to certain resale restrictions, including a restricted period of four months following the distribution date, under applicable Canadian securities legislation. Purchasers are advised to consult their own legal advisers in this regard.

About Defiance Silver Corp.

Defiance Silver is an exploration company advancing the district-scale Zacatecas project, located in the historic Zacatecas silver district and the Tepal gold/copper project in Michoacan state, Mexico. Defiance is managed by a team of proven mine developers with a record of exploring, advancing and developing several operating mines and advanced resource projects. Defiance's corporate mandate is to expand the San Acacio and Tepal projects to become premier Mexican silver and gold deposits.

We seek Safe Harbor.