Bayhorse Silver Announces Brokered LIFE Offering for Gross Proceeds of up to C$4.0 Million
April 13, 2026
Bayhorse Silver Announces Brokered LIFE Offering for Gross Proceeds of up to C$4.0 Million
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Bayhorse Silver Inc . ( BHS: TSX-V, 7KXN: FRANKFURT) (the “Company” or “ Bayhorse”) is
pleased to announce that it has entered into an agreement with Red Cloud Securities Inc. (“ Red
Cloud”) to act as sole agent and bookrunner in connection with a “best efforts” private placement (the
“Marketed Offering”) for gross proceeds of up to C$4,000,010 from the sale of up to 57,143,000
units of the Company (the “Units”) at a price of C$0.07 per Unit (the “Offering Price”).
Each Unit will consist of one common share of the Company (each, a “ Common Share”) and one
common share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder thereof to
purchase one Common Share (a “Warrant Share”) at a price of C$0.10 at any time on or before that
date which is 36 months following the Closing Date (as herein defined).
The Company also grants to Red Cloud an option, exercisable in full or in part up to 48 hours prior to
the closing of the Marketed Offering, to sell up to an additional 14,286,000 Units at the Offering Price
for up to an additional C$1,000,020 in gross proceeds (the “Agents’ Option”). The Marketed Offering
and the securities issuable upon exercise of the Agents ’ Option shall be collectively referred to as the
“Offering”.
The Company intends to use the net proceeds of the Offering for the exploration and advancement of
the Company’s Bayhorse Silver Mine and adjacent Pegasus Porphyry Copper Project in Idaho, U.S.,
as well as for general working capital and corporate purposes, as is more fully described in the Offering
Document (as defined herein).
Subject to compliance with applicable regulatory requirements and in accordance with National
Instrument 45- 106 - Prospectus Exemptions (“NI 45 -106”), the Units will be offered for sale to
purchasers resident in the provinces of British Columbia, Alberta, Manitoba, Saskatchewan and
Ontario pursuant to the listed issuer financing exemption under Part 5A of NI 45- 106, as amended by
Coordinated Blanket Order 45- 935 – Exemptions from Certain Conditions of the Listed Issuer
Financing Exemption (the “Listed Issuer Financing Exemption ”). The securities issuable from the
sale of Units issued pursuant to the Listed Issued Financing Exemption to purchasers resident in
Canada are expected to be immediately freely tradeable in accordance with applicable Canadian
securities legislation. The Units may also be sold in the United States or to, or for the account or benefit
of, U.S. persons, by way of private placement pursuant to the exemptions from the registration
requirements provided for under the United States Securities Act of 1933, as amended (the “ U.S.
Securities Act”), and in jurisdictions outside of Canada and the United States on a private placement
or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus,
registration statement or other similar document is required to be filed in such jurisdiction.
There is an offering document (the “Offering Document”) dated April 13, 2026 related to the Offering
that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website
at: www.bayhorsesilver.com. Prospective investors should read this Offering Document before making
an investment decision.
The Offering is anticipated to close on April 29 , 2026, or such other date as the Company and Red
Cloud may agree (the “ Closing Date”). Completion of the Offering is subject to certain conditions
including, but not limited to, the receipt of all necessary regulatory approvals, including the approval
of the TSX Venture Exchange.
The securities have not been, and will not be, registered under the U.S. Securities Act, or any U.S. state
securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United
States or U.S. persons, absent registrati on under the U.S. Securities Act and all applicable U.S. state
securities laws or in compliance with an exemption therefrom. This news release does not constitute
an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful.
This news release has been prepared on behalf of the board of directors of Bayhorse Silver Inc. wh o
accept full responsibility for its content.
Graeme O'Neill, CEO
Toll Free: 866-399-6539, Office: 604-684-3394
About Bayhorse Silver Inc.
Bayhorse Silver Inc. is an exploration and production company with a 100% interest in the historic
Bayhorse Silver Mine located in Oregon, USA with a National Instrument 43-101 inferred resource of
292,300 tons at a grade of 21.65 opt (673 g/t) for 6.3 million ounces of silver. (Turner et al. 2018) and
the Pegasus Project, in Washington County, Idaho. The Bayhorse Silver Mine and the Pegasus
Porphyry Copper Project are 44 km southwest of Hercules Metals’ porphyry copper discovery. The
Bayhorse Mine is a minimum environmental impact facility capable of processing at a mining rate of
up to 200 tons/day that includes a state of the art 40 ton per hour Steinert Ore-Sorter that reduces waste
rock entering the processing stream by up to 85%. The Company has established an up to 60 ton/day
mill and standard flotation processing facility in nearby Payette County, Idaho, USA with an offtake
agreement in place with Ocean Partners UK Limited. The Company has an experienced management
and technical team with extensive mining expertise in both exploration and building mines.
FORWARD-LOOKING STATEMENTS:
This news release includes certain statements that may be deemed “forward- looking statements”. In
particular, this press release contains forward- looking information relating to, among other things,
completion of the Offering, the anticipated closing date of the Offering, the intended use of proceeds
of the Offering, and approval of the Offering from the TSX Venture Exchange . All statements in this
news release, other than statements of historical facts, that address events or developments that the
Company expects to occur, are forward- looking statements. Forward- looking statements are
statements that are not historical facts and are generally, but not always, identified by the words
“expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and
similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur.
Although the Company believes the expectations expressed in such forward- looking statements are
based on reasonable assumptions, such statements are not guarantees of future performance and actual
results may differ materially from those in the forward-looking statements. In particular, these forward-
looking statements are based on assumptions regarding: (i) stability in precious metals markets and
silver prices; (ii) no further significant macroeconomic shocks or disruptions; (iii) continued market
liquidity and investor access to capital; (iv) recovery of investor sentiment in the junior mining sector;
and (v) timely receipt of required regulatory approvals. Factors that could cause the actual results to
differ materially from those in forward -looking statements include: fluctuations in metal and
commodity prices; continued availability of equity capital and financing; extreme market volatility and
changes in investor sentiment; general economic, market, and business conditions; macroeconomic
shocks and trade policy uncertainty; market liquidity constraints; timing and receipt of regulatory
approvals (including from the TSX Venture Exchange); and risk that market recovery timing may differ
materially from management expectations. Readers are cautioned not to place undue reliance on
forward-looking statements. For a complete discussion of risk factors affecting the Company, please
refer to the "Risks and Uncertainties" section of the Company's most recent Management's Discussion
and Analysis available on SEDAR+ at www.sedarplus.ca. Investors are cautioned that any forward-
looking statements are not guarantees of future performance and actual results or developments may
differ materially from those projected in the forward-looking statements. Forward-looking statements
are based on the beliefs, estimates and opinions of the Company’ s management on the date the
statements are made. Except as required by applicable securities laws, the Company undertakes no
obligation to update these forward-looking statements in the event that management's beliefs, estimates
or opinions, or other factors, should change.
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.