Bayhorse Silver Announces Brokered LIFE Offering for Gross Proceeds of up to C$4.0 Million
April 13, 2026 BHS2026-11
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Bayhorse Silver Inc. (BHS: TSX-V, 7KXN: FRANKFURT) (the “Company” or “Bayhorse”) is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc. (“Red Cloud”) to act as sole agent and bookrunner in connection with a “best efforts” private placement (the “Marketed Offering”) for gross proceeds of up to C$4,000,010 from the sale of up to 57,143,000 units of the Company (the “Units”) at a price of C$0.07 per Unit (the “Offering Price”).
Each Unit will consist of one common share of the Company (each, a “Common Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Common Share (a “Warrant Share”) at a price of C$0.10 at any time on or before that date which is 36 months following the Closing Date (as herein defined).
The Company also grants to Red Cloud an option, exercisable in full or in part up to 48 hours prior to the closing of the Marketed Offering, to sell up to an additional 14,286,000 Units at the Offering Price for up to an additional C$1,000,020 in gross proceeds (the “Agent’s Option”). The Marketed Offering and the securities issuable upon exercise of the Agent’s Option shall be collectively referred to as the “Offering”.
The Company intends to use the net proceeds of the Offering for the exploration and advancement of the Company’s Bayhorse Silver Mine and adjacent Pegasus Porphyry Copper Project in Idaho, U.S., as well as for general working capital and corporate purposes, as is more fully described in the Offering Document (as defined herein).
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Units will be offered for sale to purchasers resident in the provinces of British Columbia, Alberta, Manitoba, Saskatchewan and Ontario pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer Financing Exemption”). The securities issuable from the sale of Units issued pursuant to the Listed Issued Financing Exemption to purchasers resident in Canada are expected to be immediately freely tradeable in accordance with applicable Canadian securities legislation. The Units may also be sold in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to the exemptions from the registration requirements provided for under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction.
There is an offering document (the “Offering Document”) dated April 13, 2026 related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at: www.bayhorsesilver.com. Prospective investors should read this Offering Document before making an investment decision.
The Offering is anticipated to close on April 29, 2026, or such other date as the Company and Red Cloud may agree (the “Closing Date”). Completion of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.
The securities have not been, and will not be, registered under the U.S. Securities Act, or any U.S. state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons, absent registration under the U.S. Securities Act and all applicable U.S. state securities laws or in compliance with an exemption therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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




