Mr. Jan Alston reports

CMX CLOSES PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES

CMX Gold & Silver Corp. has closed the proposed non-brokered private placement of $72,500 in secured convertible debentures announced in a news release dated May 14, 2025. The debentures are due March 31, 2027, bear interest at 10 per cent per annum and are convertible into common shares of the company at 12.5 cents per share. The debentures were issued in settlement of existing debt and accrued interest. A total of $62,500 of debentures were issued to a private company controlled by a director of CMX. The company will reserve 580,000 common shares for issuance on conversion of the debentures.

A related party of the company acquired debentures that, when converted, an aggregate of 500,000 common shares would be issued. The purchase constitutes a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). Such purchase is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the common shares that would be acquired by the related party, nor the consideration for the common shares paid by such related parties exceeds 25 per cent of the company's market capitalization. As required by MI 61-101, the company advises that it expects to file a material change report relating to the private placement fewer than 21 days before closing the placement, which is necessary to complete the transaction in an expeditious manner and is reasonable in the circumstances.

The proceeds of the private placement aggregating $72,500 will be used to settle debt.

About CMX Gold & Silver Corp.

CMX's 100-per-cent-owned Clayton Silver property is located in the mining-friendly state of Idaho, United States. The property comprises patented and unpatented claims aggregating approximately 1,028 acres in Custer county in south-central Idaho, including the former Clayton silver-lead-zinc mine. The Clayton mine was developed on eight levels to a depth of 1,100 feet below surface and is composed of approximately 19,690 feet of underground development. Two major orebodies were partially mined: the South orebody and the North orebody.

The Clayton property's significant potential is demonstrated in hole 1501-A, drilled in the mid-1960s, which penetrated the mineralized zone at 1,425 feet. At that depth, the hole intercepted 22 feet of 4.07 ounces per ton silver, 5.75 per cent lead and 5.37 per cent zinc (note: true width is unknown).

The recorded production from the Clayton mine included 7,031,110 oz silver, 86,771,527 pounds lead, 28,172,211 lb zinc, 1,664,177 lb copper and minor amounts of gold from an estimated 2,145,652 tonnes of ore mined between 1934 and 1985 (Bob Hillman, MS thesis, June 26, 1986, Eastern Washington University).

The company is planning work programs in 2025 and extending over the next several years to assess the resource potential within the structures related to the previously mined sections and to expand the search to determine the potential for other mineralized zones in adjacent structures. This will entail detailed geophysical work and multiple drill programs. CMX has concluded that very little geophysics were done on the property historically.

We seek Safe Harbor.