Silver Hammer Closes CDN$1,809,000 Totally Subscribed Non-Brokered Non-public Placement of Models

Highlights of the Shafter Undertaking and Transaction:

• All materials operational permits stay in place on the past-producing high-grade silver mine, which is positioned in western Texas, USA.
• Previous producer most lately in manufacturing from 2012-13 when operated by Aurcana. Roughly US$50 million was spent traditionally by Aurcana; as well as, Aurcana bought the Shafter Undertaking in 2008 for US$25 million. An estimated US$160 million has been invested within the property for the reason that discovery of the deposit within the late 1800’s.
• Up to date NI 43-101 Mineral Useful resource technical report with an Efficient Date of September 15, 2023, together with Measured and Indicated sources of 10.8 million ounces (“oz”) of silver (“Ag”) in 1.152 million tons grading 9.38 oz/ton Ag, and Inferred sources of 6.3 million oz of silver in 0.823 million tons grading 7.67 oz/ton Ag.
• The silver deposit on the Shafter Undertaking is assessed as a carbonate alternative deposit (“CRD“) and the geology on the undertaking is much like some the world’s largest CRDs positioned simply to the southwest in northern Mexico, together with the Santa Eulalia Mine and Cinco de Mayo Undertaking. Further exploration upside was recognized at regional precedence targets from earlier step-out drill holes to the southwest, which recognized silver and gold mineralization.
• There are alternatives to increase the present mineral useful resource inside the undertaking boundaries, because the Undertaking has not been systematically explored, and the supply of the Shafter CRD has by no means been recognized.
• Advantages from in depth website infrastructure together with full entry by means of portal/decline and in depth underground workings, air flow and entry shaft/hoist, and full processing plant together with a 3,000 ton per day ball mill.
• Undertaking controls current water rights, with an out there native labor power, energy grid positioned at website, a low royalty burden, and robust neighborhood relations and assist.
• Workforce of seasoned mining, metallurgical and exploration executives assembled to help Silver Hammer as advisors and inner consultants.

“The acquisition of the high-grade silver Shafter advanced and permitted mine is a transformational level in Silver Hammer’s transition and objective to turn into North America’s subsequent silver producer. Shafter accommodates a longtime mineral useful resource of roughly 10.8 million ounces of silver within the measured and indicated class and a further inferred silver useful resource of roughly 6.3 million ounces. To make sure the undertaking is superior in direction of the event and manufacturing phases, Silver Hammer has attracted key senior stage technical geological and mining advisors together with earlier VP Exploration and VP/COO Mining consultants that held govt roles with Hudbay Minerals, Coeur Mining, Silver Customary, Centerra, Magazine Silver, Probe Mines, Hecla, and Royal Oak Mines,” commented Peter A. Ball, President and CEO of Silver Hammer Mining. “Along with containing a big silver useful resource, the Shafter Undertaking is positioned in a politically secure jurisdiction in Texas, USA, is positioned adjoining to a paved freeway with important infrastructure together with energy grid by means of the center of the Undertaking, full management of water rights, a neighborhood work power and supportive neighborhood.”

Appointment of New Board Member

The Firm is happy to announce the appointment of Donald J. Birak as a newly appointed Director of Silver Hammer, changing Joness Lang, who has stepped down from the Director position however will stay as a strategic advisor to help the Firm in ongoing company improvement initiatives. The Firm appreciates Mr. Lang’s important contribution to the Firm since its inception and agreeing to stay with the Firm as a strategic advisor throughout this thrilling part of progress for the Firm.

Mr. Birak joined the Firm as a senior technical advisor earlier in 2023, and brings greater than 45 years of expertise in mineral exploration and operations, together with the roles of Senior Vice-President of Exploration with Coeur Mining (2004 to 2013) answerable for international Greenfields and Brownfields exploration, Vice President of Exploration for AngloGold North America (1998 to 2004), Independence Mining Firm (1995 to 1998), and Hudson Bay Mining & Smelting Ltd. (1992 to 1995) and Chief Geologist & Exploration Geologist for Freeport-McMoRan Gold Firm (1978 to 1991), Mr. Birak brings a wealth of data and experience to the Silver Hammer workforce, and particularly to the development of the Shafter Silver Undertaking.

Newly Fashioned Govt Technical Workforce and Strategic Advisors

Silver Hammer has lately assembled a extremely expertise technical workforce to finish due diligence to completely consider and to help in advancing the Shafter Undertaking by means of an accelerated technique to finish a mineral useful resource enlargement, provoke mine improvement in direction of future manufacturing by 2027. The workforce is made up of the next seasoned executives:

• Lawrence Roulston, Director – 40+ years in undertaking analysis and expertise mining govt. At the moment President and CEO of MTB Metals Corp. and Chairman of Metalla Royalties.

• Ron Burk, Director – 40+ years in senior stage treasured metals exploration roles together with VP Exploration for Silver Customary and Centerra. Silver Customary beforehand owned the Shafter deposit till 2008.

• Don Birak, newly appointed Director – 45+ years in senior stage treasured metals exploration roles together with Sr. VP Exploration for Coeur Mining, and VP Exploration for AngloGold North America and Hudson Bay Mining Smelting.

• Dr. Peter Megaw, Geological Advisor – 45+ years in senior stage treasured metals exploration roles and acknowledged Carbonate Alternative Deposit (“CRD”) methods. A co-founder of MAG Silver. Dr. Megaw’s PhD work targeted on the Santa Eulalia Ag-Pb-Zn District in Mexico, and he’s credited with quite a few discoveries in Mexico together with Platosa (Excellon), Juanicipio-Fresnillo (Fresnillo/MAG Silver), and Pozo-Seco/Cinco de Mayo (MAG Silver).

• Damir Cukor, Geological Advisor – 35+ years in useful resource improvement, undertaking administration, useful resource modelling and advisory roles.

• Michael Willett, Mining Advisor – Seasoned mining govt with 35+ years in mine engineering, improvement, and operations together with senior stage undertaking analysis and advisory roles for undertaking re-starts with numerous mining firms throughout North America. Most lately Mr. Willett held the place of Vice President of Operations and Initiatives for Battle North Gold and was a part of that workforce which efficiently offered the corporate to Evolution Mining for $343 Million in 2021.

• Adrian McNutt, Mining and Metallurgical Advisor – Skilled mining govt and metallurgical advisor with 35+ years within the analysis and treasured metals operations throughout the Americas together with govt positions as COO of Royal Oak Mines, and Century Mining.

• Mike Petrina, P. Eng, Mining Advisor – 35+ years within the mining sector together with senior stage govt roles of VP Mining MAG Silver, VP Operations Probe Mining, VP Mining Hawthorne Gold, and a number of mine engineering advisory roles.

• Mike Gross, Mining Advisor – 45+ years with expertise as a mine operator, operations govt and exploration govt within the Americas together with VP Mining for Hecla Mining.

The Firm has engaged Echelon Capital Markets as its monetary advisor with respect to the Transaction.

The Shafter Undertaking

The Shafter silver mine has all materials permits in place with in depth floor infrastructure and underground workings together with portal/decline and shaft entry and a processing facility rated at roughly 1,500 tons per day. The undertaking is positioned in west Texas and is absolutely accessible through paved freeway from El Paso, Texas. Shafter has estimated measured and indicated sources of 10,803,000 ounces of silver and an inferred useful resource of 6,315,000 ounces of silver as summarized in Desk 1. This estimate has been ready for Silver Hammer Mining Inc. by RESPEC and is dated efficient September 15, 2023 (the “Up to date Mineral Useful resource Estimate“) and an NI 43-101 Technical Report shall be filed on SEDAR+ inside 45 days of the date hereof.

Desk 1: Mineral Useful resource Desk efficient September 15, 2023

*Up to date Mineral Useful resource by RESPEC has efficient date of September 15, 2023.

1. The Up to date Mineral Useful resource Estimate is reported by Mr. Michael S. Lindholm, Principal Geologist for RESPEC briefly tons.
2. The Up to date Mineral Useful resource Estimate was ready in accordance with Canadian Institute of Mining, Metallurgy and Petroleum Definition Requirements – For Mineral Sources and Mineral Reserves adopted Might 10, 2014, and in accordance with Nationwide Instrument 43-101 “Requirements of Disclosure for Mineral Initiatives” (“NI43-101“).
3. Mineral Sources are comprised of mannequin blocks higher than or equal to the 4.2 oz Ag/ton cutoff.
4. Mineral Sources that aren’t Mineral Reserves should not have demonstrated financial viability.
5. Mineral Sources doubtlessly amenable to underground mining strategies are reported utilizing a silver value of US$23.50/oz, a throughput charge of 800 tons/day, assumed metallurgical recoveries of 84% for Ag, mining prices of US$60/ton mined, processing prices of US$19.88/ton processed, refining prices of US$0.50/oz Ag produced, and normal and administrative prices of US$6.94/ton processed. Silver commodity value chosen based mostly on evaluation of the three-year operating common on the finish of August 2023.
6. Rounding could end in obvious discrepancies between tons, grade, and contained steel content material.
7. The estimate of Mineral Sources could also be materially affected by environmental allowing, authorized title, taxation, socio-political, advertising or different related points, nevertheless, none are obvious right now.

Shafter Historical past:

• The Shafter district was first found in 1880 or 1881, and the Presidio Mining Firm was fashioned in 1881. Silver was produced from the Presidio mine from 1883 to 1926, when the American Metallic Co. acquired the Shafter property and continued manufacturing (American Metallic Co. subsequently merged with Climax Molybdenum Firm to kind American Metallic Climax, Inc. (“AMAX”).
• From 1883 to 1942, when the Presidio mine was closed, complete recorded manufacturing was 2.307 million tons of ore containing 35.153 million ounces of silver at a median grade of 15.24oz Ag/ton.
• AMAX, Gold Fields Mining Company (“Gold Fields”), and Rio Grande Mining Firm (“RGMC”) successively held the Shafter property and carried out in depth exploration packages from 1926 to 1999. Gold Fields recognized the northeastern, down-dip extension of the Shafter deposit, extending greater than 5,000ft from the deepest improvement workings within the Presidio mine, by means of a scientific surface-drilling program. In the course of the Seventies, Gold Fields constructed a 1,052ft deep shaft to entry and discover the northeastern extension.
• Aurcana bought RGMC and the Shafter property in July 2008 for US$25 million. RGMC is now an entirely owned subsidiary of Aurcana. Aurcana started exploration at Shafter in 2011 and has carried out geophysical surveying, drilling, mapping, and geochemical sampling since that point. Aurcana drilled 65 floor and 101 underground holes from 2011 by means of October 2013.
• A complete of 1,694 drill holes are included within the useful resource database for the Shafter Undertaking, of which 1,048 have been drilled by AMAX, 403 have been drilled by Gold Fields, 88 have been drilled by RGMC previous to their acquisition by Aurcana, and 155 holes have been drilled by RGMC since their acquisition by Aurcana.
• These holes embody 435 floor core holes, 1,171 underground core holes, and 88 reverse circulation holes. A further eleven underground core holes have been drilled by Aurcana in late 2013 after the database was finalized to be used, however earlier than the present useful resource estimate was accomplished. Aurcana additionally drilled 5 exploration holes in 2017 exterior of the present useful resource space. These 2013 and 2017 holes don’t influence the present useful resource estimate and will not be included inside the present drill database.
• Aurcana reopened entry into the Presidio mine on June 1, 2012, and manufacturing commenced on December 14, 2012, after spending roughly US$50 million together with a portal/decline entry, mill, and operations modifications. Together with its underground operations, Aurcana started open-pit mining of lower-grade mineralization from the Mina Grande pit on the Presidio mine on April 23, 2012.
• Mining was discontinued after the plant commissioning and testing part have been full, due largely partly to decrease silver costs reaching near US$17/oz and rushed manufacturing start-up points. The mine was placed on care and upkeep in December 2013.
• An estimated US$160 million has been invested within the property for the reason that discovery of the deposit within the late 1800’s.
• Vital alternative exists regionally noting the geological setting of the Shafter Silver Deposit is on the japanese margin of the Chihuahua Trough, which is host to a number of world-class CRD (Carbonate Alternative Deposits) together with the Santa Eulalia Mine (Grupo Mexico), Cinco de Mayo undertaking (MAG Silver), and the Plomosas Property, a polymetallic deposit (GR Silver Mining).

Transaction Particulars

In reference to the Buy Settlement, the Firm will first full a reorganization (the “Reorganization“) whereby the entire Firm’s excellent shares shall be acquired by a newly included firm, Silver Hammer Metals Corp. (“Newco“), and shareholders of the Firm will obtain widespread shares of Newco (“Newco Shares“) in alternate for his or her Firm shares. Newco will then purchase the entire excellent shares within the capital of Rio Grande Mining Company (“Rio Grande“), a subsidiary of Aurcana that owns the belongings, property, rights and undertakings of and referring to the Shafter Undertaking (the “Shafter Acquisition“). The Reorganization is anticipated to be carried out by means of a court-approved plan of association below the Enterprise Companies Act (British Columbia) (the “Plan of Association“), which is able to outcome within the Firm turning into a wholly-owned subsidiary of Newco. Beneath the Plan of Association, every widespread share of the Firm shall be exchanged for one Newco Share and the convertible securities of the Firm will turn into exercisable for securities of Newco on an equal foundation. The Reorganization is topic to approval of the Supreme Court docket of British Columbia and the shareholders of Silver Hammer.

On closing of the Transaction, in consideration for the shares of Rio Grande, Aurcana will obtain a money fee of US$800,000 (much less sure exclusivity charges and pay as you go bills) and 23,000,000 Newco Shares at a deemed value of $0.25 per Newco Share. As well as, upon the completion of the subsequent fairness financing accomplished by Newco following the closing, Aurcana will obtain a further money fee of US$375,000. Aurcana might also obtain extra post-closing funds, payable in money or shares, topic to the achievement of sure milestones inside 48 months of closing of the Shafter Acquisition within the combination quantity of as much as US$3,000,0000, as follows: (a) as much as US$1,000,000 shall be payable in reference to the primary public announcement of a brand new mineral useful resource estimate on the Shafter Undertaking which incorporates measured and indicated mineral sources of at the least 18 million ounces, (b) US$1,000,000 shall be payable upon the Shafter Undertaking getting into industrial manufacturing, (c) US$500,000 shall be payable if the spot value of silver is the same as or higher than US$30 per ounce for a interval of 60 consecutive days, and (d) a further US$500,000 shall be payable if each (b) and (c), above, are met.

Newco has additionally entered into an settlement with noteholders of Rio Grande to settle sure excellent debt of Rio Grande in reference to the Shafter Acquisition (the “Debt Settlement“). Pursuant to the Debt Settlement, Newco will purchase the entire excellent notes of Rio Grande within the combination principal quantity of $6,517,662 (the “Rio Grande Notes“) in consideration for (a) an combination of 4,000 debenture models of Newco, every consisting of 1 $1,000 principal quantity secured convertible debenture of Newco, representing $4,000,000 in complete (the “Debentures“), and a couple of,000 widespread share buy warrants of Newco (the “Warrants“), (b) an combination of 8,000,000 models of Newco, every consisting of 1 Newco Share and one-half of a Warrant, and (c) extra securities of Newco on the identical phrases because the Concurrent Financing (as described under) in settlement of all curiosity accrued on the Rio Grande Notes from August 31, 2023 to closing. The Debentures shall be convertible into Newco Shares on the conversion value of $0.25 per Newco Share and every Warrant will entitle the holder thereof to buy one Newco Share on the train value of $0.33 per Newco Share for a interval of 24 months from closing.

On closing of the Transaction, Newco and Aurcana will enter into an investor rights settlement (the “Investor Rights Settlement“) pursuant to which Newco and Aurcana will comply with sure investor rights and restrictions referring to the Newco Shares to be issued to Aurcana pursuant to the Shafter Acquisition. Beneath the Investor Rights Settlement, Aurcana may have the suitable to appoint one member of the Board of Administrators of Newco, rising to 2 administrators if at any time Aurcana holds higher than 35% of the excellent Newco Shares. Aurcana will comply with sure standstill restrictions and to vote its Newco Shares in accordance with suggestions of administration and for a interval of 24 months. As well as, the Newco Shares issued to Aurcana shall be topic to voluntary resale restrictions with 25% of the Newco Shares being locked-up for 4 months from closing, 25% of the Newco Shares being locked-up for 8 months and the remaining 50% of the Newco Shares being locked up for a interval of 12 months.

In reference to the Shafter Acquisition and pursuant to the phrases of the Buy Settlement, Silver Hammer will prepare a concurrent fairness financing for minimal gross proceeds of CAN$3,000,000 (the “Concurrent Financing“). The phrases of the Concurrent Financing shall be disclosed in a subsequent information launch as soon as finalized.

Completion of the Shafter Acquisition is topic to quite a few circumstances, together with: (i) the receipt of all required approvals of the shareholders of Aurcana and the Firm; (ii) the receipt of all vital regulatory and third social gathering consents, approvals and authorizations, together with all vital inventory alternate approvals; (iii) the Completion of the Concurrent Financing for minimal gross proceeds of CAN$3,000,000, (iv) the completion of the Reorganization and the Debt Settlement, (v) conditional approval of the CSE for the itemizing of the Newco Shares, together with the Newco Shares to be issued in reference to the Shafter Acquisition, the Reorganization and the Debt Settlement, and (vi) different normal closing circumstances for a transaction of this nature. The Transaction is an arm’s size transaction. Upon completion of the Transaction, the Reorganization and the Debt Settlement, Silver Hammer shareholders are anticipated to personal roughly 63% of the Newco Shares on a non-diluted foundation (excluding securities to be issued pursuant to the Concurrent Financing).

Buying and selling Halt

Buying and selling of the Firm’s widespread Shares has been halted because of the announcement of the proposed Transaction and the Firm expects that buying and selling will stay halted pending closing of the Transaction, topic to earlier resumption upon CSE acceptance of the proposed Transaction and the submitting of required supplies in accordance with the insurance policies of the CSE, if and as relevant.

Further data in regards to the proposed Shafter Acquisition, the Reorganization, the Debt Settlement, the Shafter Undertaking, and Newco shall be supplied within the administration proxy round of the Firm to be ready and delivered to shareholders of Silver Hammer, which shall be out there in the end below the Firm’s SEDAR+ profile.

Certified Individual

All scientific and technical data on this press launch has been ready or reviewed and authorised by Damir Cukor, P. Geo, an unbiased geological advisor of the Firm, Linda Dufour, P.Eng, an unbiased metallurgical advisor of the Firm, and Michael S. Lindholm, CPG of RESPEC. Every of Mr. Cukor, Ms. Dufour, and Mr. Lindholm are “certified individuals” for the needs of NI 43-101. Mr. Cukor is the Certified Individual for all technical data on this information launch, excluding the Up to date Mineral Useful resource Estimate.

About Silver Hammer Mining Corp.

Silver Hammer Mining Corp. is a junior useful resource firm targeted on advancing past-producing high-grade silver initiatives in america. Silver Hammer controls 100% of the Silver Strand Mine within the Coeur d’Alene Mining District in Idaho, USA, as nicely each the Eliza Silver Undertaking and the Silverton Silver Mine in Nevada and the Lacy Gold Undertaking in British Columbia, Canada. Silver Hammer’s main focus is defining and growing silver deposits close to past-producing mines that haven’t been adequately examined. The Firm’s portfolio additionally supplies publicity to copper and gold discoveries.

On Behalf of the Board of Silver Hammer Mining Corp.

Peter A. Ball
President & CEO, Director
E: peter@silverhammermining.com

For investor relations inquiries, contact:

Peter A. Ball
President & CEO
778.344.4653
E: traders@silverhammermining.com

Ahead-Trying Data

This press launch accommodates “forward-looking data” inside the that means of relevant Canadian securities laws. Ahead-looking data on this press launch contains, with out limitation, statements referring to the completion of the Shafter Acquisition, the completion of the Concurrent Financing, the completion of the Debt Settlement and the Reorganization. Completion of the Shafter Acquisition, the Reorganization and the Debt Settlement are topic to quite a few circumstances, as described elsewhere on this information launch. There will be no assurance that these transactions shall be accomplished as proposed or in any respect. These statements are based mostly upon assumptions which are topic to important dangers and uncertainties, together with dangers concerning the mining business, commodity costs, market circumstances, normal financial components, administration’s capacity to handle and to function the enterprise, and discover and develop the initiatives, of the ensuing issuer, and the fairness markets usually. Due to these dangers and uncertainties and because of a wide range of components, the precise outcomes, expectations, achievements or efficiency of every of the Firm and Aurcana could differ materially from these anticipated and indicated by these forward-looking statements. Any variety of components might trigger precise outcomes to vary materially from these forward-looking statements in addition to future outcomes. Though every of the Firm believes that the expectations mirrored in ahead trying statements are cheap, they may give no assurances that the expectations of any forward-looking statements will show to be right. Besides as required by regulation, the Firm disclaims any intention and assume no obligation to replace or revise any forward-looking statements to replicate precise outcomes, whether or not because of new data, future occasions, modifications in assumptions, modifications in components affecting such forward-looking statements or in any other case.

This press launch doesn’t represent a proposal to promote or a solicitation of a proposal to promote any of the securities in america. The securities haven’t been and won’t be registered below america Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities legal guidelines and will not be provided or offered inside america or to U.S. Individuals except registered below the U.S. Securities Act and relevant state securities legal guidelines or an exemption from such registration is on the market.

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