Mr. James Anderson reports

GUANAJUATO SILVER ANNOUNCES BROKERED FINANCING UPSIZED TO C$10.9 MILLION

Guanajuato Silver Company Ltd. has upsized its previously announced brokered, best-efforts offering for an additional $2.25-million under a private placement to accredited investors. The aggregate gross proceeds to the company will now be up to $10,875,000 under the combined listed issuer financing exemption (LIFE) and private placement. The offering consists of units of the company at a price of 20 cents per unit. 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, including Canaccord Genuity Corp.

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:

• 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.

As part of the offering, up to 43,125,000 units (LIFE units) will be offered for sale to purchasers 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. In addition, in relation to the upsizing, up to 11.25 million units (accredited investor units) will also be offered to accredited investors under the accredited investor exemption in all provinces of Canada, and other qualifying jurisdictions, including the United States. The LIFE units offered will be immediately free-trading under applicable Canadian securities laws. Unless permitted under securities legislation, the accredited investor units cannot be traded before four months and a day from closing of the offering.

An amended and restated offering document related to this offering can be accessed under the company's profile at SEDAR+ and at 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, 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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