Silver Mountain Completes Oversubscribed $25 Million Bought Deal Prospectus Offering

Silver Mountain Completes Oversubscribed

$25 Million Bought Deal Prospectus Offering

TORONTO

,

July 29, 2025

/CNW/ - Silver Mountain Resources Inc. (TSXV:

AGMR) (OTCQB: AGMRF) ("

Silver Mountain

" or the "

Company

"), is pleased to announce that it

has completed its previously announced prospectus offering (the "

Offering

") of units of the

Company (the "

Units

"). The Offering was completed on a "bought deal" basis pursuant to an

underwriting agreement (the "

Underwriting Agreement

") dated

July 21, 2025

among the Company

and a syndicate of underwriters, including Velocity Capital Partners, as sole bookrunner, and as co-

lead underwriters with SCP Resource Finance LP, together with Research Capital Corporation and

Stifel Nicolaus Canada Inc (collectively, the "

Underwriters

"). Pursuant to the Offering, the Company

issued an aggregate of 19,230,300 Units at a price of

$1.30

per Unit (the "

Offering Price

") for

aggregate gross proceeds of

$24,999,390

, including the full exercise by the Underwriters of the

over-allotment option to purchase an additional 2,508,300 Units at the Offering Price.

Each Unit was comprised of one class A common share in the capital of the Company (each a

"

Common Share

") and one half of one Common Share purchase warrant (each whole warrant, a

"

Warrant

"). Each Warrant entitles the holder to acquire one Common Share for a period of 24

months, at an exercise price of

$1.70

. The Warrants were issued pursuant to, and are governed by,

the terms of a warrant indenture dated

July 29, 2025

(the "

Warrant Indenture

") between the

Company and Odyssey Trust Company.

"The overwhelming demand in this oversubscribed public offering, including the significant investment

by

Eric Sprott

, is a clear indication of the market's belief in the Company's ability to execute on its

go-forward strategy" said

Alvaro Espinoza

, the Company's Chief Executive Officer. "The proceeds

from the financing will enable us to continue developing our flagship Reliquias Mine."

In connection with the Offering, the Underwriters received a cash commission equal to 6.0% of the

gross proceeds from the sale of the Units (reduced to 3.0% of the gross proceeds in respect of

sales to certain investors on a president's list) in the aggregate amount of approximately

$1,069,950

.

The Company intends to use the net proceeds of the Offering for the development of the Reliquias

mine, preparation of its processing plant and tailings dam, further exploration of the Company's

currently defined targets and for working capital and general corporate purposes. The proceeds,

combined with our recently announced access agreements, will allow the Company to aggressively

pursue its plans to restart operations at the Company's Reliquas Mine in 2026. Additionally, the

proceeds allow for near mine and regional drilling to recommence which has the potential to expand

existing mineral resources.

The Offering was completed by way of a prospectus supplement (the "

Supplement

") dated

July 21,

2025

to the short form base shelf prospectus of the Company dated

October 28, 2024

(the "

Base

Prospectus

"). The Base Prospectus, the Supplement, the Underwriting Agreement and the Warrant

Indenture are or will be available under the Company's issuer profile on SEDAR+ at

https://sedarplus.ca

and contains important detailed information about the Offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall

there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be

unlawful. The securities being offered have not been, nor will they be, registered under the

United States Securities Act of 1933, as amended (the "

1933

Act

") and may not be offered or sold

in

the United States

or to, or for the account or benefit of, U.S. persons absent registration or an

applicable exemption from the registration requirements of the 1933 Act, and applicable state

securities laws.

1,484,900 Units were issued to related parties (within the meaning of Multilateral Instrument 61-101

–

Protection of Minority Security Holders in Special Transactions

("

MI 61-101

")) and such issuances

are considered "related party transactions" for the purposes of MI 61-101. Such related party

transactions are exempt from the formal valuation and minority shareholder approval requirements of

MI 61-101 as neither the fair market value of the securities being issued to the related parties nor

the consideration being paid by the related parties exceeded 25% of the Company's market

capitalization. The purchasers of the Units and the extent of such participation were not finalized until

shortly prior to the completion of the Offering. Accordingly, it was not possible to publicly disclose

details of the nature and extent of related party participation in the transactions contemplated hereby

pursuant to a material change report filed at least 21 days prior to the completion of such

transactions.

About Silver Mountain

Silver Mountain is a Canadian mining company focused on the development of silver and polymetallic

projects in

Peru

. The Company's flagship asset is the Reliquias Project, located in a prolific mining

district with established infrastructure and strong community relations.

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.

Forward Looking Statements

This news release contains forward-looking statements and forward-looking information within the

meaning of Canadian securities legislation (collectively, "forward-looking statements") that relate to

Silver Mountain's current expectations and views of future events. Any statements that express, or

involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or

performance (often, but not always, through the use of words or phrases such as "will likely result",

"are expected to", "expects", "will continue", "is anticipated", "anticipates", "believes", "estimated",

"intends", "plans", "forecast", "projection", "strategy", "objective" and "outlook") are not historical

facts and may be forward-looking statements and may involve estimates, assumptions and

uncertainties which could cause actual results or outcomes to differ materially from those

expressed in such forward-looking statements. No assurance can be given that these expectations

will prove to be correct and such forward-looking statements included in this news release should

not be unduly relied upon. These statements speak only as of the date of this news release. These

statements include, but are not limited to, statements with respect to the proposed use of proceeds

from the Offering, and any other activities, events or developments that the Company expects or

anticipates will or may occur in the future in respect of the development of the Reliquias Project.

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

set forth under "Forward-Looking Statements" and "Risk Factors" in the Company's annual

information form dated

July 17, 2025

, and other disclosure documents available on the Company's

profile at

www.sedarplus.ca

. 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.

SOURCE

Silver Mountain Resources Inc.

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For further information:

For further information: Alvaro Espinoza, Chief Executive Officer, Silver

Mountain Resources Inc., 82 Richmond Street East, Toronto, ON M5C 1P1, [email protected],

www.agmr.ca

CO: Silver Mountain Resources Inc.

CNW 09:23e 29-JUL-25