Mr. James Anderson reports

GUANAJUATO SILVER ANNOUNCES BROKERED LIFE OFFERING OF UNITS

Guanajuato Silver Company Ltd. has arranged a brokered, best-efforts listed issuer financing exemption private placement consisting of units of the company at a price of 20 cents per unit for minimum aggregate gross proceeds of $6-million and a maximum of up to $8,625,000. The offering is being led by Research Capital Corp. and Red Cloud Securities Inc. as the co-lead agents and joint bookrunners, on behalf of a syndicate of agents.

Each unit will consist of one common share of the company and one common share purchase warrant. Each warrant will entitle the holder to purchase an additional common share at an exercise price of 30 cents for a period of 24 months following the closing of the offering.

Net proceeds from the offering will be used to, inter alia:

• Add to the company's underground fleet and ramp up production at Guanajuato Silver's producing mines in Guanajuato and Durango;
• Finance certain improvements to expand and modernize the processing facilities at the Topia mine and mill complex, including capital expenditures and related costs;
• Finance corporate head office general and administrative expenses, including legal, audit, overhead and salaries for the ensuing 12 months;
• Carry out detailed exploration at Guanajuato Silver's mineral properties, particularly San Ignacio and Valenciana.

The units will be offered for sale pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions, in all provinces of Canada, except Quebec, and other qualifying jurisdictions, including the United States. The units offered under the listed issuer financing exemption will be immediately free trading under applicable Canadian securities laws.

There is an offering document related to this 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 or about the week of May 6, 2024, or such later date as the company and the agents may determine. The closing is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.

The agents will receive a cash commission of 6 per cent of the aggregate gross proceeds of the offering and such number of broker warrants as is equal to 6 per cent of the number of units sold under the offering (in each case, subject to reduction for certain subscribers on a president's list of purchasers identified by the company). Each broker warrant entitles the holder to purchase one common share at an exercise price equal to the offering price for a period of 24 months following the closing.

To the extent that any directors and/or officers of Guanajuato Silver participate in the offering, such participation will constitute a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company expects any participation by the insiders in the offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 based on the fact that neither the fair market value of the units subscribed for by the insiders, nor the consideration for the units to be paid by the insiders, will exceed 25 per cent of the company's market capitalization.

About Guanajuato Silver Company Ltd.

Guanajuato Silver is a precious metals producer engaged in reactivating past-producing silver and gold mines in central Mexico. The company produces silver and gold concentrates from the El Cubo mine complex, the Valenciana mines complex and the San Ignacio mine; all three mines are located within the state of Guanajuato, which has an established 480-year mining history. Additionally, the company produces silver, gold, lead and zinc concentrates from the Topia mine in northwestern Durango. With four operating mines and three processing facilities, Guanajuato Silver is one of the fastest-growing silver producers in Mexico.

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