Guanajuato Silver Closes Acquisition of Bolanitos Gold-Silver Mine
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Guanajuato Silver Closes Acquisition of Bolanitos Gold-Silver Mine
January 15, 2026 – Vancouver, British Columbia – Guanajuato Silver Company Ltd. (the “Company” or
“GSilver”) (TSXV:GSVR)(OTCQX:GSVRF), a growing Mexico-based precious metals producer, is pleased to
announce the closing of the previously announced acquisition of the Bolanitos gold -silver mine
(“Bolanitos”) located in Guanajuato, Mexico, from Endeavour Silver Corp. (“ Endeavour”)(TSX:EDR) (See
GSilver news release dated November 24, 2025 – Guanajuato Silver to Acquire Bolanitos Gold-Silver Mine
in Mexico).
Bolanitos is the Company’s fifth producing precious metals mine in Mexico . Located adjacent to
Guanajuato Silver’s San Ignacio mine , the 1,600 tonnes per day Bolanitos flotation plant is currently
under-utilized and has significant capacity for increased throughput and production. Bolanitos is a gold
mine and silver mine which will further enhance the Company’s position as a growing precious metals
producer in Mexico.
James Anderson, Chairman & CEO, said, “ With the prompt closing of the acquisition, Guanajuato Silver
shareholders can now look forward to almost a full calendar year of precious metals production from the
Bolanitos mine. We also look forward to working toward the full integration of Bolanitos into our growing
portfolio of producing Mexican mining assets.”
Guanajuato Silver has acquired Bolanitos for total consideration of up to US$50 million (the “Transaction”),
consisting of (i) upfront consideration of US$ 40 million which was paid on closing and (ii) contingent
consideration of US$10 million (See Transaction details below).
Rick Trotman, Senior Vice President: Mining Operations. added, “Bolanitos represents a significant
opportunity to restructure our Guanajuato district hub- and-spoke processing model for peak
economics. Material mined at San Ignacio during the first few days of January has already been
stockpiled, ready to be transported the short distance to the Bolanitos plant in preparation for the
blending of material designed to optimize both throughput and recoveries.”
Transaction Summary
Under the terms of the Agr eement, Guanajuato Silver has acquired all the outstanding shares of Mina
Bolanitos S.A. de C.V., a subsidiary of Endeavour, that holds all the mining assets located in the Guanajuato
district currently held by Endeavour. Bolanitos has been acquired for total upfront consideration at closing
of US$40 million (the “Upfront Consideration”), which is comprised of US$30 million in cash and US$10
million of Guanajuato Silver common shares (“Guanajuato Shares”) at a deemed price of US$0.2709413
(Cdn$0.3815) per share resulting in the issuance of 36,908,363 shares . In addition to the Upfront
Consideration, Guanajuato Silver will make t wo contingent payments to Endeavour (the “ Contingent
Payments”), each being US$5 million, upon achieving production of two million ounces of silver-equivalent
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and four million ounces of silver-equivalent, respectively. Each Contingent Payment will be satisfied 50%
in cash and 50% in Guanajuato Shares (“Contingent Shares”), subject to the Maximum Percentage (as
defined below).
The number of Contingent Shares issuable to Endeavour is subject to a maximum ownership percentage
of 9.9% (the “ Maximum Percentage”). If the issuance of Contingent Shares would result in Endeavour
holding more than the Maximum Percentage, the value of any excess contingent payment amount (after
issuing shares up to 9.9%) shall be payable in cash.
Any Contingent Shares shall be issued at a price (the “Contingent Share Issue Price”) equal to the greater
of (i) the volume weighted average trading price of the shares (“VWAP”) on the TSX Venture Exchange
(“TSXV”) for the 10 consecutive trading days immediately preceding the applicable milestone payment
date (the “Market Price”) converted to United States dollars using the average exchange rate posted by
the Bank of Canada on the day preceding the applicable milestone payment date , and (ii) the minimum
price permitted by the TSXV (which is US$0.18909). The maximum number of Contingent Shares issuable
for all Contingent Payments is 26,442,434 shares. Any additional Contingent Shares will be subject to the
prior approval of the TSXV. If applicable, Guanajuato Silver will make a cash payment to Endeavour equal
to any shortfall between the aggregate Contingent Share Issue Price and the Market Price, at the time of
each Contingent Payment.
In connection with the Transaction, Endeavour and Guanajuato Silver entered into an investor rights
agreement (the “Investor Rights Agreement”) which includes, among other things, participation rights in
favour of Endeavour. Pursuant to the Investor Rights Agreement, Endeavour has also agreed to vote its
Guanajuato Shares in accordance with recommendations of the Company’s board of directors in respect
of general matters for a period of 12 months and to certain restrictions on transfer on the Guanajuato
Shares issued on closing. All Guanajuato Shares issued on closing are subject to voluntary restrictions on
transfer for a period of 12 months, after which 50% of the Guanajuato Shares will be subject to restrictions
for an additional two years. The Guanajuato Shares are also subject to a statutory hold period that expires
on May 16, 2026.
The Transaction is arm’s length and no finder’s fees were paid in connection with the Transaction.
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Figure 1: Map of the Guanajuato Mining District showing the main epithermal veins and other significant geological
structures. Bolanitos is located along the La Luz Vein structure.
Except as otherwise specified herein, all scientific and technical information related to Bolanitos in this
Press Release is based on a technical report entitled “NI 43 -101 Technical Report : Updated Mineral
Resource and Reserve Estimates for the Bolanitos Project, Guanajuato State, Mexico ” with an eff ective
date of November 9, 2022, filed on SEDAR+ by Endeavour on January 26, 2023 (the “Bolanitos Report”).
To the best of the Company’s knowledge, information, and belief, the Bolanitos Report is considered
current pursuant to National Instrument (“NI”) 43-101 and there is no new material scientific or technical
information that would make the disclosure of the mineral resources, mineral reserves or results of the
Bolanitos Report inaccurate or misleading. Furthermore, as required under applicable securities laws, the
Company will file an updated technical report on Bolanitos, in accordance with NI 43-101, within 180 days
of November 24, 2025. Bolanitos consists of 29 mining concessions and four of the concessions are subject
to a 2% royalty which is further detailed in the Bolanitos Report.
Qualified Person
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William Gehlen, a Director of Guanajuato Silver, is a Certified Professional Geologist with the American
Institute of Professional Geologists (No. 10626), and a Qualified Person as defined by National Instrument
43-101, Standards of Disclosure for Mineral Projects.
Mr. Gehlen has reviewed, approved and verified the technical data disclosed in this news release (including
a review of the Bolanitos Technical Report on behalf of the Company) and has not detected any significant
QA/QC issues during review of the data and is not aware of any sampling, recovery or other factors that
could materially affect the accuracy or reliability of the drilling data referred to herein. The verification of
data underlying the disclosed information includes reviewing compiled assay data; QA-QC performance of
blank samples, duplicates and certified reference materials; and grade calculation formulas.
About Guanajuato Silver
GSilver 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, 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.
ON BEHALF OF THE BOARD OF DIRECTORS
"James Anderson"
Chairman and CEO
For further information regarding Guanajuato Silver Company Ltd., please contact:
JJ Jennex, Gerente de Comunicaciones, T: 604 723 1433
GSilver.com
Guanajuato Silver Bullion Store
Please visit our Bullion Store, where Guanajuato Silver coins and bars can be purchased.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
Forward-Looking Statements
This news release contains certain forward -looking statements and information, which relate to future
events or future performance including, but not limited to, GSilver’s growth, statements and information
related to the merits of Bolanitos; the Company’s plans and objectives with respect to Bolanitos; the
opportunity to restructure the Guanajuato district hub-and-spoke processing model for peak economics;
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the Company’s plans to file an updated technical report for Bolanitos; other statements regarding future
plans, expectations, guidance, projections, objectives, estimates and forecasts ; the advantages of
integrating our San Ignacio Mine into the Bolanitos Mines Complex; future focus areas for exploration,
development and production, expansion; and GSilver’s status as one of the fasting growing silver mining
Company in Mexico.
Such forward-looking statements and information reflect management's current beliefs and are based
on information currently available to and assumptions made by the Company; which assumptions, while
considered reasonable by the Company, are inherently subject to significant operational, business,
economic and regulatory uncertainties and contingencies. These assumptions include: that the Company
to accomplish its plans and objectives with respect to Bolanitos within the expected timing or at all; the
ability of the Company to file an updated technical report for Bolanitos; the potential quantity, grade and
metal content of the mineralized material at Bolanitos, El Cubo and San Ignacio, the geotechnical
and metallurgical characteristics of such material conforming to sampled results and metallurgical
performance; available tonnage of mineralized material to be mined and processed; resource grades and
recoveries; assumptions and discount rates being appropriately applied to production estimates; prices
for silver, gold and other metals remaining as estimated; currency exchange rates remaining as
estimated; availability of funds for the Company's projects and to satisfy current liabilities and obligations
including debt repayments; capital, decommissioning and reclamation estimates; prices for energy
inputs, labour, materials, supplies and services (including transportation) and inflation rates remaining
as estimated; no labour-related disruptions; no unplanned delays or interruptions in scheduled
construction and production; all necessary permits, licenses and regulatory approvals are received in a
timely manner; and the ability to comply with environmental, health and safety laws. The foregoing list
of assumptions is not exhaustive.
Readers are cautioned that such forward-looking statements and information are neither promises nor
guarantees, and are subject to risks and uncertainties that may cause future results, level of activity,
production levels, performance or achievements of GSilver to differ materially from those expected
including, but not limited to, market conditions, risks related to the ability of the Company to accomplish
its plans and objectives with respect to Bolanitos within the expected timing or at all; the ability of the
Company to file an updated technical report for Bolanitos; availability of financing, currency rate
fluctuations, high inflation and interest rates, geopolitical conflicts including wars, actual results of
exploration, development and production activities, actual grades and recoveries of silver, gold and other
metals from the Company’s existing mines including El Cubo, Pinguico, San Ignacio, VMC and Topia,
availability of third party mineralized material for processing, unanticipated geological or structural
formations and characteristics, environmental risks, future prices of gold, silver and other metals,
operating risks, accidents, labor issues, equipment or personnel delays, delays in obtaining governmental
or regulatory approvals and permits, inadequate insurance, and other risks in the mining industry. There
are no assurances that GSilver will be able to continue to increase production, tonnage milled and
recoveries rates, improve grades and reduce costs at El Cubo, Pinguico, San Ignacio, VMC and/or Topia
to process mineralized materials to produce silver, gold and other concentrates in the amounts, grades,
recoveries, costs and timetable anticipated. In addition, GSilver’s decision to process mineralized
material from El Cubo, Pinguico, San Ignacio, VMC and Topia is not based on a feasibility study of mineral
reserves demonstrating economic and technical viability and therefore is subject to increased
uncertainty and risk of failure, both economically and technically. Mineral resources and mineralized
material that are not Mineral Reserves do not have demonstrated economic viability, are considered too
speculative geologically to have the economic considerations applied to them, and may be materially
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affected by environmental, permitting, legal, title, socio-political, marketing, and other relevant issues.
There are no assurances that the Company's projected grades of gold and silver at El Cubo and San
Ignacio and the anticipated level of production therefrom will be realized. In addition, there are no
assurances that the Company will meet its production forecasts or generate the anticipated cash flows
from operations to satisfy its scheduled debt payments or other liabilities when due or meet financial
covenants to which the Company is subject or to fund its exploration programs and corporate initiatives
as planned. There is also uncertainty about impact of any future global pandemic, ongoing global
conflicts, elevated inflation and interest rates and the impact they will have on the Company's
operations, supply chains, ability to access mining projects or procure equipment, contractors and other
personnel on a timely basis or at all and economic activity in general. Accordingly, readers should not
place undue reliance on forward-looking statements or information. All forward-looking statements and
information made in this news release are qualified by these cautionary statements and those in our
continuous disclosure filings available on SEDAR+ at www.sedarplus.ca including the Company’s most
recently filed annual information form. These forward-looking statements and information are made as
of the date hereof and the Company does not assume any obligation to update or revise them to reflect
new events or circumstances save as required by law.