September 16, 2021 BHS2021-14
Bayhorse Silver Inc. (BHS: TSX-V, BHSIF: OTCQB, 7KXN: FRANKFURT) (the “Company” or “Bayhorse”) has closed a first tranche consisting of 8,967,925 Units for gross proceeds of $ $1,210,670 of its recently announced non-brokered private placement of 12,000,000 Units at $0.135 cents per Unit for gross proceeds of $1,620,000.
Each C$0.135 cent Unit will consist of one (1) common share and one (1) transferable common share purchase warrant, with each warrant exercisable into one (1) common share of the Company at an exercise price of $0.225 cents, exercisable for a period of 24 months from the date of issuance. The securities issued are subject to a hold period of four months plus a day from date of issuance.
In addition to any other exemption available to the Company, participation in the non-brokered financing is also open to all existing shareholders, even if not accredited investors, under the “existing shareholder” exemption of National Instrument 45-106 as promulgated in Multilateral CSA notice 45-313 in participating jurisdictions.
The funds raised are for the purpose of extending the underground drilling program to a minimum 1,500 meters, for continued sorting and processing of mineral concentrate at the Bayhorse Silver Mine, and for general and administrative expenses.
Bayhorse CEO, Graeme O’Neill, has subscribed for 6,000,000 Units of the Placement, funding his subscription with an arranged sale through the facilities of the TSX Venture Exchange (Gypsy swap). This participation by Bayhorse’s CEO 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 is not basing any decision to produce on a feasibility study of mineral reserves demonstrating economic and technical viability and advises there is an increased uncertainty and specific economic and technical risk of failure with any production decision. These risks include, but are not limited to, (i) a drop in price of commodities produced, namely silver, copper, lead and zinc, from the pricing used to make a production decision; (ii) failure of grades of the produced material to fall within the parameters used to make the production decision; (iii) an increase in mining costs due to changes within the mine during development and mining procedures; and (iv) metallurgical recovery changes that cannot be anticipated at the time of production.
Finder fees may be payable on a portion of the financing not taken down by insiders according to the policies of the TSX-V.
Subject to the approval of the TSX Venture Exchange, the Company has settled $ $166,685.42 of convertible debenture accrued interest through the issuance of 1,389,044 common shares of the Company at a price of $0.12 per share, which was the closing price of the Company’s stock on the settlement date of September 13, 2021. In accordance with the TSX Venture Exchange rules, the shares issued are subject to a hold period of four months plus a day from the date of issuance.
This News Release has been prepared on behalf of the Bayhorse Silver Inc. Board of Directors, which accepts full responsibility for its contents.