OR DISSEMINATION IN OR INTO THE UNITED STATES This press release reflects information effective
AGMR ANNOUNCES CERTAIN DIRECTORS
TO RECEIVE SHARES IN LIEU OF FEES
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN OR INTO
THE UNITED STATES
This press release reflects information effective
January 30, 2026
.
TORONTO
,
Feb. 5, 2026
/CNW/ - Silver Mountain Resources Inc. (TSXV: AGMR) (OTCQB:
AGMRF) (BVL: AGMR) ("
Silver Mountain
" or the "
Company
") announces that it has approved
certain share compensation arrangements (the "
Compensation Arrangements
"), pursuant to
which, certain directors of the Company will receive all or a portion of their director fees for the
period from
July 1, 2025
, to June 30, 2026 in class A common shares ("
Common Shares
") of the
Company (the "
Security Based Compensation
"), with the remaining amount, if any, to be satisfied
in cash.
The Common Shares are expected to be issued quarterly and be subject to a four-month and one-
day hold period commencing upon the date of issuance. Under the Compensation Arrangements, the
deemed price per Common Share to be issued will be the volume-weighted average closing price of
the Common Shares for the last five trading days of each quarter, provided that in any event the
price will not be lower than the discount permitted under applicable TSX Venture Exchange policies.
The total value of the Security Based Compensation that the Company intends to issue is up to
USD$210,908
. As the directors are Non-Arm's Length Parties to the Company (as that term is
defined in the TSXV policies), the issuance of the Security Based Compensation is subject to the
approval by the majority of the votes cast by disinterested shareholders at a meeting of
shareholders of the Company, which was obtained at the Company's annual general and special
meeting held on
June 24, 2025
.
Timothy Loftsgard
,
Jose Vizquerra
, W.
John DeCooman Jr.
,
Juan Carlos Ortiz
and
Gerardo
Fernandez
are currently directors of the Company. Each issuance of Common Shares to such
directors constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-
101 -
Protection of Minority Security Holders in Special Transactions
("
MI 61-101
"). The Company
is relying on the exemptions from the formal valuation and minority approval requirements contained
in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that the fair market value of the
transaction does not exceed 25% of the Company's market capitalization.
About Silver Mountain Resources Inc.
Silver Mountain Resources Inc. is a Canadian mining company focused on the exploration and
development of silver projects in
Peru
. The Company's principal asset is the Reliquias Project, a
past-producing silver mine located in the Castrovirreyna district of Huancavelica. Silver Mountain is
committed to creating long-term value for its shareholders through responsible mining, strong
community engagement, and sustainable development practices.
For additional information on the Reliquias Project, please refer to the technical report titled
"
Amended and Restated NI 43-101 Technical Report: Preliminary Economic Assessment,
Reliquias Mine, Department of Huancavelica,
Peru
"
dated
October 28, 2024
(with an effective date
of
May 15, 2024
), which was prepared for the Company by
Steven L. Park
,
Antonio Cruz Bermudez
and Gerardo Acuña (the "
Reliquias PEA
"). Readers are encouraged to read the Reliquias PEA in its
entirety, including all assumptions, parameters, qualifications, limitations and methods therein. The
Reliquias PEA is intended to be read as a whole, and sections should not be read or relied upon out
of context. The Reliquias PEA was prepared in accordance with NI 43-101 and is available
electronically on SEDAR+ (
www.sedarplus.ca
) under Silver Mountain's issuer profile.
Forward Looking Statements
This news release contains "forward-looking statements" and "forward-looking information" within
the meaning of applicable Canadian securities legislation (together, "
forward-looking
statements
").These forward-looking statements, by their nature, require Silver Mountain to make
certain assumptions and necessarily involve known and unknown risks and uncertainties that could
cause actual results to differ materially from those expressed or implied in these forward-looking
statements. Forward-looking statements are not guarantees of performance. Words such as "may",
"will", "would", "could", "expect", "believe", "plan", "anticipate", "intend", "estimate", "continue",
"objective", "strategy", variants of these words or the negative or comparable terminology, as well
as terms usually used in the future and the conditional, are intended to identify forward-looking
statements. In this news release, forward-looking statements include statements pertaining to: the
timing and ability of the Company to restart commercial production at the Reliquias Mine (if at all);
the advancement of underground development activities at the Reliquias Mine; the relevance and
results of stockpiles; the status of refurbishment activities at the processing plant; the timing and
ability of the Company to complete exploration activities, including to enhance resource confidence
and support mine planning; the ability of exploration activities (including drilling) to predict
mineralization; the significance of the channel sampling at Reliquias and early-stage stockpiling of
mineralized material; the Company's planned mine readiness work; the timing and ability of the
Company to recommence commercial production at its Reliquias Project during Q3 of 2026 (if at
all); the ability of the Company to achieve stated milestones; expectations regarding having access
to sufficient funding to achieve stated milestones; the assumptions, qualifications and limitations in
the Reliquias PEA; the capital resources available to the Company; the ability of the Company to
access capital as and when required and on terms acceptable to the Company; the ability of the
Company to execute its planned activities; management's perceptions of historical trends, current
conditions and expected future developments; future mining activities.
Forward-looking statements are based on a number of assumptions and are subject to a number of
risks and uncertainties, many of which are beyond Silver Mountain's control, which could cause
actual results and events to differ materially from those that are disclosed in or implied by such
forward-looking statements. Such risks and uncertainties include, but are not limited to, the factors
identified in the Company's continuous disclosure record on SEDAR+ (
www.sedarplus.ca
) under
Silver Mountain's issuer profile, including under the headings (i) "Caution Regarding Forward-
Looking Statements" and "Risk Factors" in the Annual Information Form of the Company dated
July
17, 2025
for the year ended
December 31, 2024
; (ii) "Risk Factors" in the final base shelf
prospectus of the Company dated
October 16, 2025
; and (iii) "Risk Factors" in the prospectus
supplement of the Company dated
November 12, 2025
. Silver Mountain undertakes no obligation
to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required by law. New factors emerge from time to time, and
it is not possible for Silver Mountain to predict all of them or assess the impact of each such factor
or the extent to which any factor, or combination of factors, may cause results to differ materially
from those contained in any forward-looking statement. Any forward-looking statements contained
in this news release are expressly qualified in their entirety by this cautionary statement.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined
in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE
Silver Mountain Resources Inc.
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For further information:
For further information, please contact: Alvaro Espinoza, Chief Executive
Officer, Silver Mountain Resources Inc, 82 Richmond Street East, Toronto, ON M5C 1P1, +51 997
377 968, [email protected] , www.agmr.ca
CO: Silver Mountain Resources Inc.
CNW 21:44e 05-FEB-26