Aya Gold & Silver Closes Bought Deal Offering with Full Exercise of Over-Allotment Option for Gross Proceeds of $77.6 Million

/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./

MONTREAL, Feb. 14, 2024 /CNW/ - Aya Gold & Silver Inc. (TSX: AYA) (OTCQX: AYASF) ("Aya" or the "Corporation") is pleased to announce it has closed its previously announced offering of 7,573,900 common shares in the capital of the Corporation (the "Shares"), at a price of $10.25 per Share for gross proceeds of approximately $77,600,000 (the "Offering"). In connection with the Offering, the Underwriters (defined below) exercised their over-allotment option in full where an additional 987,900 Shares were purchased for aggregate gross proceeds of approximately $10,125,000.

Eight Capital acted as sole Bookrunner, along with National Bank Financial Inc. as co-lead underwriters, with a syndicate of underwriters comprised of Desjardins Securities Inc., Raymond James Ltd., SCP Resource Finance LP, Canaccord Genuity Corp. & Cormark Securities Inc. (collectively, the "Underwriters").

Aya intends to use the net proceeds of the Offering for the advancement of its exploration and development programs at Boumadine, the exploration program at Zgounder Regional, as well as for working capital and general corporate purposes.

"We received tremendous interest in our oversubscribed equity bought deal financing from leading institutional investors globally," said Benoit La Salle, President & CEO. "This financing underscores our confidence in our project pipeline with proceeds being used to accelerate our exploration efforts at our Boumadine and Zgounder Regional properties as we look to strategically position ourselves for the future. Importantly, this financing more then doubles our drill exploration program with an additional 200,000 meters at Boumadine over the next 24 months and reinforces our commitment to creating long-term value for all shareholders."

The Offering was completed by way of a prospectus supplement (the "Supplement") to the short form base shelf prospectus of the Corporation dated January 12, 2023 (the "Base Prospectus"), which Supplement was filed on February 8, 2024. The Base Prospectus and the Supplement can be found on SEDAR+ at www.sedarplus.ca and contain important detailed information about the Offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

Aya Gold & Silver Inc. is a rapidly growing, Canada-based silver producer with operations in the Kingdom of Morocco.

The only TSX-listed pure silver mining company, Aya operates the high-grade Zgounder Silver Mine and is exploring its properties along the prospective South-Atlas Fault, several of which have hosted past-producing mines and historical resources. Aya's Moroccan mining assets are complemented by its Tijirit Gold Project in Mauritania, which is being advanced to feasibility.

Aya's management team has been focused on maximising shareholder value by anchoring sustainability at the heart of its operations, governance, and financial growth plans.

For additional information, please visit Aya's website at www.ayagoldsilver.com.

Certain information in this news release related to the Corporation is forward-looking information and is prospective in nature. Forward-looking information is not based on historical facts, but rather on current expectations and projections about future events and is therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking information. The information generally can be identified by the use of forward-looking words such as "confidence", "accelerate", "create", "may", "should", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-looking information in this news release include information regarding the intended use of proceeds of the Offering. There are numerous risks and uncertainties that could cause actual results and Aya's plans and objectives to differ materially from those expressed in the forward-looking information, including: risks related to inherent hazards associated with mining operations, future prices of silver and gold and other metals, inflation, counterparty risks associated with sales of our metals, changes in general economic conditions, availability and quality of water, accuracy of Mineral Resource and Mineral Reserve estimates, operating in foreign jurisdictions with risk of changes to governmental regulation, compliance with governmental regulations and stock exchange rules, reliance on approvals, licences and permits from governmental authorities and stock exchanges and potential legal challenges to permit applications, impact of climate change and changes to climatic conditions at our operations and projects, risks relating to widespread epidemics or pandemic outbreaks, geopolitical events and the effects of global supply chain disruptions, uncertainties and risks related to the potential development of the Boumadine project, risks related to the Zgounder Project, challenges to title to our mineral properties, environmental risks, maintaining ongoing social licence to operate, dependence on key management personnel, that the proceeds of the Offering may need to be used other than as set out in this news release and other factors beyond the control of the Company and other risks of the mining industry as well as those risk factors and assumptions detailed in the Prospectus Supplement and from time to time in the Corporation's continuous disclosure filings on SEDAR+ at www.sedarplus.ca. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, the Corporation does not intend to update this forward-looking information.

Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward–looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such forward–looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward–looking information. Such forward–looking information has been provided for the purpose of assisting investors in understanding the Company's business, operations and exploration plans and may not be appropriate for other purposes. Accordingly, readers should not place undue reliance on forward–looking information. Forward–looking information is given as of the date of this press release, and the Corporation does not undertake to update such forward–looking information except in accordance with applicable securities laws.

SOURCE Aya Gold & Silver Inc

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