Mr. Chris Paul reports

BARRICK GOLD INVESTS IN HERCULES SILVER

Hercules Silver Corp. has entered into an agreement with Barrick Gold Corp., whereby Barrick has agreed to purchase 21,265,370 units of Hercules Silver in a non-brokered private placement at a price of $1.10 per unit for gross proceeds of $23,391,907. Each unit consists of one common share of Hercules and 0.32 of a common share purchase warrant. Each warrant will have a term of two years and each whole warrant will entitle the holder thereof to purchase one Hercules share for a price of $1.32 per Hercules share.

The placement will result in Barrick owning 12.33 per cent of the issued and outstanding Hercules shares on a non-diluted posttransaction basis and 15.02 per cent of the outstanding Hercules shares on a partially diluted posttransaction basis, assuming exercise of all warrants.

The proceeds from the placement will be used by Hercules Silver to explore the company's Hercules property located in western Idaho.

Closing of the placement will occur on or before Nov. 8, 2023, or such other date as may be agreed by Barrick and Hercules, subject in each case to customary closing conditions, including receipt of all necessary approvals, including the approval of the TSX Venture Exchange. All securities issued in connection with the placement will be subject to a four-month-and-one-day statutory hold period in accordance with applicable securities laws.

"We're very pleased with Barrick's strategic investment into the company, and the support and validation it brings to the Hercules property. We also look forward to leveraging Barrick's U.S. experience and technical expertise in the continued drilling and advancement of our exciting new porphyry copper discovery," said Chris Paul, chief executive officer of the company.

Transaction details

In connection with the placement, Hercules Silver and Barrick will also enter into an investor rights agreement, whereby so long as Barrick maintains a minimum of 5-per-cent ownership in Hercules Silver, Barrick will be granted:

• A right to participate in future Hercules Silver equity issuances to maintain its then-current pro rata interest in Hercules Silver;
• Certain top-up rights triggered on a rolling basis to permit it to maintain its ownership interest in Hercules Silver in connection with dilutive events that are not otherwise subject to Barrick's pre-emptive rights;
• A right of first refusal over the sale or transfer of any interest in the Hercules property; and
• Information rights to data in respect of the Hercules property, and rights to visit and inspect the Hercules property.

Pursuant to the investor rights agreement, Barrick will also: (i) for a period of three years, either vote its Hercules shares in accordance with the recommendations of the board or management of Hercules, or abstain from voting on such matters; and (ii) be subject to a three-year standstill whereby it is prohibited from acquiring more than 19.9 per cent of the issued and outstanding Hercules shares, in each case subject to certain exceptions. Barrick will also provide Hercules Silver with technical support and expertise for the 2024 season.

Advisers

Gowling WLG (Canada) LLP acted as Canadian legal counsel to Hercules Silver, and Davies Ward Phillips & Vineberg LLP acted as Canadian legal counsel to Barrick.

About Hercules Silver Corp.

Hercules Silver is a junior mining company focused on the exploration and development of the 100-per-cent-owned Hercules silver project, northwest of Cambridge, Idaho.

The Hercules project is a disseminated silver-lead-zinc system with 28,000 metres of historical drilling across 3.5 kilometres of strike. The additional discovery of a new porphyry copper system at depth in 2023 adds significant upside potential to the property. The company is well positioned for growth through the drill bit, having completed extensive surface exploration consisting of soil and rock sampling, geological mapping, and induced polarization geophysics.

The company's management team brings significant exploration experience through the discovery and development of numerous precious metals projects worldwide.

We seek Safe Harbor.