Guanajuato Silver Announces Brokered Financing Upsized to C$10.9 Million
TSX-V: GSVR OTCQX: GSVRF
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Guanajuato Silver Announces Brokered Financing Upsized to C$10.9 Million
April 29, 2024 / Vancouver, British Columbia - Guanajuato Silver Company Ltd. (the “ Company” or “ GSilver”)
(TSXV:GSVR) (OTCQX:GSVRF) is pleased to announce an upsizing of its previously announced brokered, best-
efforts offering (“ Offering”) for an additional C$2,250,000 under a private placement to accredited investors
(“Private Placement”). The aggregate gross proceeds to the Company will now be up to C$10,875,000 under the
combined Listed Issuer Financing Exemption (“LIFE”) and Private Placement. The Offering consists of units of the
Company (the “Units”) at a price of C$0.20 per Unit (the “Offering Price”). The Offering is being led by Research
Capital Corporation and Red Cloud Securities Inc. as the co-lead agents and joint bookrunners, on behalf of a
syndicate of agents, including Canaccord Genuity Corp. (collectively, the “Agents”).
Each Unit will consist of one common share of the Company (“Common Share”) and one Common Share purchase
warrant (a “ Warrant”). Each Warrant will entitle the holder to purchase an additional C ommon Share at an
exercise price of C$0.30 for a period of 24 months following the closing of the Offering.
Net proceeds from the Offering will be used to, inter alia:
• add to the Company’s underground fleet and ramp up production at GSilver’s producing mines in
Guanajuato and Durango.
• fund certain improvements to expand and modernize the processing facilities at the Topia mine and mill
complex including capital expenditures and related costs.
• fund corporate head office general and administrative expenses including legal, audit, overhead and
salaries for the ensuing 12 months.
• carry out detailed exploration at GSilver’s mineral properties, particularly San Ignacio and Valenciana.
As part of the Offering, up to 43,125,000 Units (“LIFE Units”) will be offered for sale to purchasers pursuant to the
Listed Issuer Financing Exemption under Part 5A of National Instrument 45 -106 – Prospectus Exemptions in all
provinces of Canada, except Quebec, and other qualifying jurisdictions, including the United States. In addition, in
relation to the upsizing, up to 11,250,000 Units (“Accredited Investor Units”) will also be offered to accredited
investors under the accredited investor exemption in all provinces of Canada, and other qualifying jurisdictions,
including the United States. The LIFE Units offered will be immediately “free-trading” under applicable Canadian
securities laws. Unless permitted under securities legislation, the Accredited Investor Units c annot be traded
before 4 months and a day from closing of the Offering.
An amended and restated offering document (the "Offering Document") related to this Offering can be accessed
under the Company's profile at www.sedarplus.ca and at the Company's website at www.gsilver.com. Prospective
investors should read this Offering Document before making an investment decision.
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The Offering is anticipated to close on or about the week of May 6, 2024 (“Closing”), or such later date as the
Company and the Agents may determine. The Closing is subject to certain conditions including, but not limited to,
the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.
The Agents will receive a cash commission of 6% of the aggregate gross proceeds of the Offering and such number
of broker warrants (the “Broker Warrants”) as is equal to 6% of the number of Units sold under the Offering (in
each case, subject to reduction for certain subscribers on a president's list of purchasers identified by the
Company). Each Broker Warrant entitles the holder to purchase one Common Share at an exercise price equal to
the Offering Price for a period of 24 months following the Closing.
To the extent that any directors and/or officers of GSilver (collectively, the "Insiders") participate in the Offering,
such participation will constitute 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 expects any
participation by the Insiders in the Offering will be exempt from the formal valuation and minority shareholder
approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 based on the fact that
neither the fair market value of the Units subscribed for by the Insiders, nor the consideration for the Units to be
paid by the Insiders, will exceed 25% of the Company's market capitalization.
This new 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 (the “ 1933 Act”), 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 a U.S. person (as defined in Regulation S under the 1933
Act) unless registered under the 1933 Act and applicable state securities laws or an exemption from such
registration is available.
About GSilver
GSilver is a precious metals producer engaged in reactivating past producing silver and gold mines in central
Mexico. The Company produces silver and gold concentrates from the El Cubo Mine Complex, Valenciana Mines
Complex, and the San Ignacio mine; all three mines are located within the state of Guanajuato, which has an
established 480-year mining history. Additionally, the Company produces silver, gold, lead, and zinc concentrates
from the Topia mine in northwestern Durango. With four operating mines and three processing facilities, GSilver
is one of the fastest growing silver producers in Mexico.
ON BEHALF OF THE BOARD OF DIRECTORS
"James Anderson"
Chairman and CEO
For further information regarding Guanajuato Silver Company Ltd., please contact:
JJ Jennex, Communications Manager, +1 (604) 723-1433
Email: [email protected]
Continue to watch our progress at: www.GSilver.com
Guanajuato Silver Bullion Store
Please visit our Bullion Store, where Guanajuato Silver coins and bars can be purchased.
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 news
release.
Forward-Looking Statements and Information
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This news release contains forward-looking statements and information, which relate to future events or future performance
including, but not limited to, the size of the Offering, the intended use of proceeds therefrom and the anticipated closing date
thereof, the Company’s future development and production activities and opportunities for future exploration, development
and production and the estimated timing and costs thereof; and the status of the Company as one of the fastest growing
silver producers in Mexico.
Such forward-looking statements and information reflect management's current beliefs and expectations and are based
on information currently available to and assumptions made by the Company; which assumptions, while considered
reasonable by the Company, are inherently subject to significant operational, business, market, economic and regulatory
uncertainties and contingencies. These assumptions include: our mineral resource estimates at El Cubo, El Pinguico and
San Ignacio and the assumptions upon which they are based, including geotechnical and metallurgical characteristics of
rock conforming to sampled results and metallurgical performance; available tonnage of mineralized material to be
mined and processed; resource grades and recoveries; assumptions and discount rates being appropriately applied to
production estimates; the ability of the Company to successfully integrate production from San Ignacio and Valenciana into
the Company’s existing mining and milling operations at El Cubo and the availability of excess processing and tailings
capacity at El Cubo to accommodate same; the Company’s a bility to secure additional sources of mineralized material for
processing, prices for silver, gold and other metals remaining as estimated; currency exchange rates remaining as
estimated; availability of funds for the Company's projects and to satisfy current liabilities and obligations including debt
repayments, capital expenditures, decommissioning and reclamation estimates; prices for energy inputs, labour, materials,
supplies and services (including transportation) and inflation rates remaining as estimated; no labour-related disruptions;
no unplanned delays or interruptions in scheduled construction and production; all necessary permits, licenses and
regulatory approvals are received in a timely manner; and the ability to comply with environmental, health and safety laws.
The foregoing list of assumptions is not exhaustive.
Readers ar e cautioned that such forward-looking statements and information are neither promises nor guarantees, and
are subject to significant risks and uncertainties that may cause actual future results, level of activity, production levels,
performance or achievements of GSilver to differ materially from those expected including, but not limited to, market
conditions, availability of financing, future prices of gold, silver and other metals, currency rate fluctuations, actual results
of exploration, development and production activities, actual resource grades and recoveries of silver, gold and other
metals, availability of third party mineralized material for processing, rising inflation and interest rates, geopolitical conflicts
including wars, unanticipated geological or structural formations and characteristics, environmental risks, operating risks,
accidents, labor issues, equipment or personnel delays, delays in obtaining governmental or regulatory approvals and
permits, inadequate insurance, and other risks in the mining industry. There are no assurances that the Company will
successfully complete the Offering in whole or in part on the terms and in accordance with the timing set out herein.
Further, there are no assurances that GSilver will be able to continue to increase production, tonnage milled and recoveries
rates, improve grades and reduce costs at its existing mines to process mineralized m aterials to produce silver, gold and
other concentrates in the amounts, grades, recoveries, costs and timetable anticipated. GSilver’s d ecision to process
mineralized material from its mining projects is not based on a feasibility study of mineral reserves demonstrating economic
and technical viability and therefore is subject to increased uncertainty and risk of failure, both economically and
technically. Mineral resources and mineralized material that are not Mineral Reserves do not have demonstrated economic
viability, are considered too speculative geologically to have the economic considerations applied to them, and may be
materially affected by environmental, permitting, legal, title, socio-political, marketing, and other relevant issues. There
are no assurances that the Company's projected production of silver, gold and other metals will be realized. In addition,
there are no assurances that the Company will meet its production forecasts or generate the anticipated cash flows from
operations to satisfy its scheduled debt payments or other liabilities when due or meet financial covenants to which the
Company is subject or to fund its exploration programs and corporate initiatives as planned. There is also uncertainty about
the impact of any resurgence of COVID-19, the ongoing war in Ukraine and conflict in Gaza, and higher inflation and interest
rates and the impact they will have on the Company's operations, supply chains, ability to a ccess mining projects or procure
equipment, supplies, contractors and other personnel on a timely basis or at all and economic activity in general.
Accordingly, readers should not place undue reliance on forward-looking statements or information. All forward-looking
statements and information made in this news release are qualified by these cautionary statements and those in our
continuous disclosure filings available on SEDAR+ at www.sedarplus.ca including the Company’s most recently filed annual
information form. These forward-looking statements and information are made as of the date hereof and the Company
does not assume any obligation to update or revise them to reflect new events or circumstances save as required by law.
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