File: Attachment 25MAY22 CMX News Release re Closed Convertible Debentures.pdf

P.O. Box 74113 148 555 Strathcona Blvd. SW Calgary, Alberta, Canada T3H 3B6 Tel: (403) 457-2697

CMX CLOSES PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES

May 22, 2025

CALGARY, ALBERTA CMX Gold & Silver Corp. (CSE:CXC; OTC:CXXMF) ("CMX" or the "Company") has closed the proposed non-brokered private placement of $72,500 secured convertible debentures ("Debentures") announced in a news release dated May 14, 2025. The Debentures are due March 31, 2027, bear interest at 10% per annum and are convertible into common shares of the Company at $0.125 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 ("MI 61-101"). 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, exceed 25% 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 less 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

CMX's 100%-owned Clayton Silver Property is located in the mining-friendly State of Idaho, USA. 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 comprised of approximately 19,690 feet of underground development. Two major ore bodies were partially mined: the "South Ore Body" and the "North Ore Body".

The Clayton property's significant potential is demonstrated in hole 1501-A, drilled in the mid-1960's, which penetrated the mineralized zone at 1,425 feet. At that depth, the hole intercepted 22 feet of 4.07 oz Ag/t, 5.75% lead and 5.37% zinc (note: true width is unknown).

The recorded production from the Clayton Mine included 7,031,110 oz silver, 86,771,527 lbs lead, 28,172,211 lbs zinc, 1,664,177 lbs copper, and minor amounts of gold from an estimated 2,145,652 tonnes of ore mined between 1934 and 1985 (Hillman, Bob, M.S. 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 was done on the property historically.

The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.

For further information contact: Robert d'Artois, Investor Relations at (604) 329-0845 bobdartois@cmxgoldandsilver.com or Jan M. Alston, President & C.E.O. at (403) 457-2697 janalston@cmxgoldandsilver.com.

You can also visit the Company's Website: www.cmxgoldandsilver.com

www.cmxgoldandsilver.com This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Cautionary Statement Regarding Forward-Looking Information Certain information contained in this news release constitutes "forward-looking information" or "forward-looking statements" (collectively, "forward-looking information"). Without limiting the foregoing, such forward-looking information includes statements regarding the process and completion of the Offering, the use of proceeds of the Offering and any statements regarding the Company's business plans, expectations and objectives. In this news release, words such as "may", "would", "could", "will", "likely", "believe", "expect", "anticipate", "intend", "plan", "estimate" and similar words and the negative form thereof are used to identify forward-looking information. Forward looking information should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. Forward-looking information is based on information available at the time and/or the Company management's good faith belief with respect to future events and is subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Company's control. For additional information with respect to these and other factors and assumptions underlying the forward-looking information made in this news release, see the Company's most recent Management's Discussion and Analysis and financial statements and other documents filed by the Company with the Canadian securities commissions and the discussion of risk factors set out therein. Such documents are available at www.sedar.com under the Company's profile and on the Company's website, https://cmxgoldandsilver.com/home. The forward-looking information set forth herein reflects the Company's expectations as at the date of this news release and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

www.cmxgoldandsilver.com