Norseman Silver Inc. Closes Financing

Norseman Silver Inc. Closes Financing

THIS NEWS 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

Vancouver, British Columbia – January 9, 2024 – Nor seman Silver Inc. (TSXV:NOC) (“ Norseman ” or the

“Company ”) is pleased to announce that, further to its press release of December 5, 2023 it has closed its

previously announced non-brokered private placement (the “ Private Placement ”) of 12,615,000 units

(each a “ Unit ”) at a price of $0.10 per Unit for aggregate proceeds of $1,261,500.

Each Unit is comprised of one common share of the C ompany (each, a “ Share ”) and one half of one

common share purchase warrant (each whole warrant, a “ Warrant ”). Each Warrant will entitle the holder

to purchase one additional common share in the capital of the Company at an exercise price of $0.15 for

a period of two years from the date of issuance.

The process proceeds of the Private Placement will be used for exploration on Norseman’s projects in

Argentina and British Columbia, Canada, and for general working capital.

Finder’s fees of $79,600 cash and 796,000 Warrants have been paid in connection with the Private

Placement to qualified parties. The Warrants issue d to the finders have an exercise price of $0.15 fo r a

period of two years from the date of issuance.

All securities issued are subject to a statutory fo ur month and one day hold period from the date of

issuance pursuant to applicable securities laws of Canada.

Three directors of the Company, John Seaman, J. Cam pbell Smyth and Sean Hurd, participated in the

private placement and acquired and aggregate 815,00 0 units for $81,500. The participation of Mr.

Seaman, Mr. Smyth and Mr. Hurd in the private placement 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 board of directors of the Company, with Mr. Seaman, Mr. Smyth and Mr.

Hurd abstaining, determined that the transaction is exempt from the formal valuation and minority

shareholder approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 for the related

party transaction, as neither the fair market value of securities issued to the insiders nor the consideration

paid by the insiders exceeded 25% of the Company’s market capitalization. The Company did not file a

material change report in respect of the transactio n 21 days in advance of the closing of the private

placement because insider participation had not bee n confirmed. The shorter period was necessary in

order to permit the Company to close the private placement in a timeframe consistent with usual market

practices for transactions of this nature.

For further information, please contact:

Sean Hurd

Chief Executive Officer

T: 604 505-4554

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities

in the United States. The securities have not been and will not 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 o f a U.S. person (as defined in Regulation S under t he

United States Securities Act) unless registered under the U.S. Securities Act and applicable state securities

laws or an exemption from such registration is available.

Neither 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.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This News Release includes

certain "forward-looking statements" which are not comprised of historical facts. Forward looking

statements include estimates and statements that de scribe the Company’s future plans, objectives or

goals, including words to the effect that the Company or management expects a stated condition or result

to occur. Forward-looking statements may be identif ied by such terms as “believes”, “anticipates”,

“expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are

based on assumptions and address future events and conditions, by their very nature they involve

inherent risks and uncertainties. Although these statements are based on information currently available

to the Company, the Company provides no assurance t hat actual results will meet management’s

expectations. Risks, uncertainties and other factor s involved with forward-looking information could

cause actual events, results, performance, prospect s and opportunities to differ materially from those

expressed or implied by such forward-looking inform ation. Forward looking information in this news

release includes, but is not limited to, the Compan y’s objectives, goals or future plans, statements,

exploration results, potential mineralization, the estimation of mineral resources, exploration and mi ne

development plans, timing of the commencement of op erations and estimates of market conditions.

Factors that could cause actual results to differ materially from such forward-looking information include,

but are not limited to failure to identify mineral resources, failure to convert estimated mineral resources

to reserves, the inability to complete a feasibilit y study which recommends a production decision, the

preliminary nature of metallurgical test results, d elays in obtaining or failures to obtain required

governmental, environmental or other project approv als, political risks, inability to fulfill the duty to

accommodate indigenous peoples, uncertainties relating to the availability and costs of financing needed

in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity

prices, delays in the development of projects, capi tal and operating costs varying significantly from

estimates and the other risks involved in the mineral exploration and development industry, or an inability

to complete the Offering on the terms or on the tim eline as announced or at all. Although the Company

believes that the assumptions and factors used in preparing the forward-looking information in this news

release are reasonable, undue reliance should not b e placed on such information, which only applies as

of the date of this news release, and no assurance can be given that such events will occur in the disclosed

time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-

looking information, whether as a result of new inf ormation, future events or otherwise, other than as

required by law.