Posted on Jan 31, 2024 in News Release

January 18, 2024                                                                                             BHS2024-02

BAYHORSE CLOSES OVERSUBSCRIBED PRIVATE PLACEMENT

Bayhorse Silver Inc, (BHS: TSX-V, BHSIF: OTCQB, 7KXN: FRANKFURT) (the “Company” or “Bayhorse”) announces that, subject to the approval of the TSX Venture Exchange, it has closed its oversubscribed non-brokered private placement of 21,477,500 units on January 18, 2024, for gross proceeds of $1,073,875.

Each unit will consist of one common share, and one transferrable common share purchase warrant. Each warrant will be exercisable into one common share of the Company at a price of $0.10 cents per common share for a period of 24 months from the date of issuance.

The funds received are to conduct the planned initial underground drilling program at the Bayhorse Mine, to conduct a deep penetrating VTEM survey over the entire Bayhorse Property to determine whether a deep seated anomaly is present, to complete the Company’s full operating permit application for the Bayhorse Silver Mine, and for general and administrative expenses.

Subject to the approval of the TSX Venture Exchange, the Company will pay cash finder’s fees of $33,915 and issue 678,300 finder’s warrants, which are exercisable into one common share of the Company at a price of $0.10 cents per common share for a period of 24 months from the date of issuance. Any shares issued pursuant to the finder’s warrants are subject to a hold period expiring on April 21, 2024 for the first tranche and May 19, 2024 for the final tranche.

Securities issued under this private placement are subject to a hold period expiring on April 21, 2024 for the first tranche and May 19, 2024 for the final tranche.

Bayhorse Silver CEO, Graeme O’Neill, has subscribed for 5,100,000 units ($255,000) of the private placement. He has funded his subscription partly through arranged sales and through the facility of the TSX Venture Exchange. Bayhorse Silver CFO, Rick Low, has subscribed for 1,200,000 units ($60,000) of the private placement. This participation by Bayhorse’s CEO and CFO constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the units acquired by the insider, nor the consideration for the units paid by such insider, exceed 25% of the Company’s market capitalization.

The Company announces that it has cancelled the debt settlement previously announced on September 25, 2023, where it was intended to settle outstanding indebtedness owing indirectly to Graeme O’Neill, CEO and a director of the Company, in the sum of $30,000 by the issuance of an aggregate of 2,000,000 common shares in the capital stock of the Company at a price of $0.015 per share.

This News Release has been prepared on behalf of the Bayhorse Silver Inc. Board of Directors, which accepts full responsibility for its content.

On Behalf of the Board.

Graeme O’Neill, CEO

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