Mr. Scott Ackerman reports

SILVER PHOENIX CLOSES PRIVATE PLACEMENT

Silver Phoenix Resources Inc. has closed its previously announced non-brokered private placement for proceeds of $1.25-million through the issuance of 25 million subscription receipts of the company at a price of five cents per subscription receipt.

Upon shareholder approval to the consolidation of the company's issued and outstanding common shares on a 1.45:1 basis, and the company coming to satisfactory agreement with its creditors on terms acceptable to The Emprise Special Opportunities Fund (2017) LP, each subscription receipt will automatically convert into one unit of the company for no additional consideration. Each unit will consist of one postconsolidated common share and one share purchase warrant, with each share purchase warrant entitling the holder to acquire one additional postconsolidated common share at a price of 7.5 cents per share for a period of five years from the date the warrants are issued. All securities issued in the offering have a hold period expiring April 15, 2019.

Proceeds of the offering will be used to settle certain indebtedness and for working capital purposes.

Pursuant to the terms of the offering, Emprise acquired ownership of 25 million subscription receipts, which upon completion of the consolidation and the company coming to satisfactory agreement with its creditors on terms acceptable to Emprise, will automatically convert into 25 million units comprising 25 million postconsolidated common shares and 25 million postconsolidated share purchase warrants, representing approximately 64.95 per cent of issued and outstanding common shares of the company (or 50 million postconsolidated common shares, representing approximately 78.75 per cent of the issued and outstanding common shares of the company on a diluted basis, assuming the exercise of all warrants held by Emprise).

The company has been advised that Emprise has acquired these securities for investment purposes and has no present intention to acquire further securities of the company, although, it may in the future acquire or dispose of securities of the company, through the market, privately or otherwise, as circumstances or market conditions warrant.

To obtain a copy of the early warning report filed under applicable Canadian provincial securities legislation, please go to the company's profile on SEDAR.

The company also announces that it has granted a total of 1.9 million incentive stock options to officers and a consultant to the company. The options have an exercise price of 10 cents and expire in five years.

We seek Safe Harbor.