Nbs Capital Inc. Announces Completion of Qualifying Transaction

NBS CAPITAL INC. ANNOUNCES COMPLETION OF QUALIFYING TRANSACTION

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWS WIRES

OTTAWA, April 30, 2021 - NBS Capital Inc. (“NBS” or the “Company”) (TSXV: NBS.P) is pleased to

announce that it has completed the arm’s length qualifying transaction (the “Qualifying Transaction”)

with Electric Metals (USA) Limited ( “EML”) by way of Court-approved scheme of arrangement (the

“Arrangement”) under the laws of Australia. Pursuant to the Arrangement, the Company acquired all of

the issued and outstanding securities of EML. For more information on the Qualifying Transaction, please

refer to the filing statement of the Company dated April 20, 2021 (the “Filing Statement”) available under

the Company’s profile at www.SEDAR.com.

Prior to completing the Qualifying Transaction, the Company changed its name to Nevada Silver

Corporation and consolidated its common shares on the basis of 0.73271 (new) common shares for every

one (old) common share (the “Consolidation”).

Pursuant to the terms of the Arrangement, all outstanding ordinary shares of EML were exchanged for post-

Consolidation common shares of the Company on a one -for-one basis. In the aggregate, the Company

issued a total of 59,121,943 common shares, which include 43,820,020 common shares issued to

shareholders of EML and 15,301,923 common shares issued to investors in the non-brokered concurrent

financing conducted by the Company and EML to raise aggregate gross proceeds of Cdn$5,049,635.13 (the

“Concurrent Financing”). A total of 7,650,962 warrants of the Company and EML were also issued in

connection with the Qualifying Transaction to the subscribers in the Concurrent Financing. Each such

warrant entitles the holder to acquire one share of the Company at an exercise price of $0.60 per share for

a period of two years from the closing of the Qualifying Transaction (the “Warrant Expiry Date”). The

Company will be entitled to accelerate the Warrant Expiry Date upon notice to the warrant holders should

the closing price of the shares of the Company the TSX Venture Exchange (the “TSXV”) be greater than

$1.00 for twenty consecutive trading days. Following completion of the Qualifying Transaction and after

the issuance of 650,000 common shares to Sheldon Inwentash in connection with his role going forward as

Chair of the Board, there will be 65,943,193 common shares of the issuer (the “Resulting Issuer”) resulting

from the completion of the Arrangement. Proceeds from the Concurrent Financing have been released from

escrow to the Resulting Issuer. Please see the press releases of October 19, 2020, January 4, 2021, February

18, 2021 and April 21, 2021 (the “Press Releases”) for further information.

The Resulting Issuer has also agreed to issue an aggregate of 256,501 non-transferable compensation

options to persons (the “Finders”) who introduced certain investors to EML and the Company in the

Concurrent Financing, representing 6% of the number of subscription receipts sold to investors introduced

by such Finders. Each such compensation option entitles the holder to acquire one common share of the

Resulting Issuer at price of $0.60 per share for a period of 2 years following the closing of the Qualifying

Transaction. In addition, the Company paid $242,077 in finders’ fees to such Finders, representing between

2 and 6% of the gross proceeds raised from investors introduced by such Finders.

Final acceptance of the Qualifying Transaction will occur upon the issuance of the Final Exchange Bulletin

(the “Exchange Bulletin”) by the TSXV. Subject to such final approval, the Company will no longer be a

capital pool company and will be classified as a Tier 2 Mining Issuer pursuant to TSXV policies trading

under the symbol “NSC”. The Company will issue a news release once the TSXV issues the Exchange

Bulletin and will then advise of the expected listing date.

In connection with the closing of the Qua lifying Transaction and pursuant to the resolutions of the

shareholders of the Company approved on December 14, 2020, Gary Lewis, Henry Sandri, Ian Pringle,

John Kutkevicius and Sheldon Inwentash (Chair) have been elected to the Board of Directors of the

Resulting Issuer. Gary Lewis has been appointed Chief Executive Officer and Natasha Tsai has been

appointed Chief Financial Officer.

Certain principals of the Resulting Issuer are required to enter into a Tier 2 Value Escrow Agreement (the

“Escrow Agreement”) with TSX Trust Company, as escrow agent, in respect of 32,412,862 Resulting

Issuer common shares. Under the terms of the Escrow Agreement, 25% of such escrowed securities will be

released upon the date of the Exchange’s Final Listing Bulletin, with the balance to be released in three

equal tranches of 25% every six months thereafter.

Additionally, 1,685,233 (post -Consolidation) Resulting Issuer Shares held by former principals of the

Company will continue to be held in escrow pursuant to a CPC Escrow Agreement (as defined in Policy

2.4). Under the current CPC Escrow Agreement (the “Current Escrow Agreement ”), such escrowed

securities were subject to a 36-month staged release, with a first release of 10% of such securities occurring

on the date of the Exchange’s Final Listing Bulletin, with the balance to be released in six equal tranches

of 15% every six months thereafter. However, it is e xpected that the Current Escrow Agreement will be

amended in accordance with the revised policies of the TSXV (the “New Policy”) respecting Capital Pool

Companies such that 25% of such escrowed securities will be released upon the date of the Exchange’s

Final Listing Bulletin, with the balance to be released in three equal tranches of 25% every six months

thereafter. Any common shares issued to such former principals on exercise of stock options will be released

from escrow on the date of the Exchange’s Final Listing Bulletin. All amendments to the Current Escrow

Agreement under the New Policy will be subject to TSXV approval.

The Company’s transfer agent, TSX Trust Company, will be mailing Direct Registration System ( “DRS

Advice”) to all shareholders of the Company (other than for those that are required to be in certificated

form) setting out each holder’s shareholdings. Shareholders of the Company wishing to receive a physical

share certificate should contact TSX Trust Company for information on how to obtain physical shares

certificates in place of a DRS Advice. The ISIN number for the Consolidated common shares of the

Company is CA64145K1075.

Cautionary Note Regarding Forward-Looking Statements

This press release contains certain “Forward-Looking Statements ” within the meaning of applicable

securities legislation relating to the Arrangement and associated transactions, including statements

regarding the terms and conditions of the Arrangement, the use of proceeds of the Concurrent Financing,

and the business of the Company following completion of the Qualifying Transaction . Words such as

“might”, “will”, “should”, “anticipate”, “plan”, “expect”, “believe”, “estimate”, “forecast” and similar

terminology are used to identify forward looking statements and forward -looking information. Such

statements and information are based on assumptions, est imates, opinions and analysis made by the

Company in light of its experience, current conditions and its expectations of future developments as well

as other factors which it believes to be reasonable and relevant. Forward -looking statements and

information involve known and unknown risks, uncertainties and other factors that may cause actual results

to differ materially from those expressed or implied in the forward-looking statements and information and

accordingly, readers should not place undue reliance on such statements and information. Although the

Company believes, in light of the experience of its officers and directors, current conditions and expected

future developments and other factors that have been considered appropriate, that the expectations reflected

in this forward-looking information are reasonable, undue reliance should not be placed on them because

the Company can give no assurance that they will prove to be correct. In evaluating forward -looking

statements and information, readers should carefully consider the various factors which could cause actual

results or events to differ materially from those expressed or implied in the forward-looking statements and

forward-looking information. The statements in this press release are made as of the date of this release.

The Company undertakes no obligation to comment on analyses, expectations or statements made by third

parties in respect of the Company, EML, their respective securities or their respective financial or operating

results (as applicable).

Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV

acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder

approval. Where applicable, the transaction cannot close until the required shareholder approval is

obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with

the Qualifying Transaction, any information released or received with respect to the transaction may not

be accurate or complete and should not be relied up on. Trading in the securities of a capital pool

company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved

nor disapproved the contents of this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the

TSXV) accepts responsibility for the adequacy or accuracy of this release.

This press release is intended for distribution in Canada only and is not intended for distribution to United

States newswire services or dissemination in the United States. The securities being offered have not been,

nor will they be, registered under the United States Securities Act of 1933, as amended, or any state

securities laws and may not be offered or sold within the United States or to, or for the account or benefit

of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.

This release does not constitute an offer for sale of securities in the United States.

About Nevada Silver Corporation

Nevada Silver Corporation is a mineral exploration company with its material asset being the 100% owned

Corcoran Canyon Silver Project in Nevada. The Corporation also holds a manganese project in Minnesota,

USA.