Bayhorse Silver Announces Closing of Brokered LIFE Offering for Gross Proceeds of C$4.1 Million
Vancouver, British Columbia--(Newsfile Corp. - April 29, 2026) - Bayhorse Silver Inc. (TSXV: BHS) (FSE: 7KXN) (the "Company" or "Bayhorse") is pleased to announce the closing of its previously announced "best efforts" private placement (the "Offering") for gross proceeds of C$4,113,480, which includes the partial exercise of the agent's option. Pursuant to the Offering, the Company sold 58,764,000 units of the Company (the "Units") at a price of C$0.07 per Unit (the "Offering Price"). Red Cloud Securities Inc. ("Red Cloud") acted as sole agent and bookrunner in connection with the Offering.
Each Unit consists of one common share of the Company (each, a "Common Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share (a "Warrant Share") at a price of C$0.10 at any time on or before April 29, 2029.
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).
In accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Units were issued to purchasers resident in Canada 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 immediately freely tradeable in accordance with applicable Canadian securities legislation.
As consideration for their services, Red Cloud received a cash fee of C$234,123 and 3,344,610 non-transferable common share purchase warrants (the "Broker Warrants"). Each Broker Warrant is exercisable into one Common Share at the Offering Price at any time on or before April 29, 2029. The Broker Warrants and any Common Shares issuable upon any future exercise of the Broker Warrants will be subject to a hold period in Canada in accordance with applicable Canadian securities law, expiring on August 30, 2026.
Certain insiders of the Company subscribed for an aggregate of 1,083,000 Units for aggregate gross proceeds of $75,810 in the Offering. The Insiders' participation 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 exemption from the valuation requirements and minority shareholder approvals in MI 61-101 pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the value of the Insiders' participation in the Offering does not represent more than 25% of the Company's market capitalization, as determined in accordance with MI 61-101.