Mr. Mark Ayranto reports
SILVERCO ANNOUNCES AGREEMENT TO ACQUIRE NUEVO SILVER AND THE LA NEGRA MINE IN QUERETARO MEXICO
Silverco Mining Ltd. has entered into a binding letter dated Jan. 19, 2026, providing for the acquisition by the company of an arm's-length party, Nuevo Silver Inc.
The binding letter contemplates that the acquisition will be affected by way of a three-cornered amalgamation, pursuant to which Nuevo Silver will amalgamate with a wholly owned subsidiary of Silverco and the existing shareholders of Nuevo Silver will be issued common shares of Silverco in consideration for common shares of Nuevo Silver presently held.
Transformational transaction for Silverco
Silverco is acquiring Nuevo Silver, which recently entered into a share purchase agreement with a party arm's length to Silverco and Nuevo Silver, to acquire 100 per cent of the producing La Negra silver mine in Queretaro, Mexico.
The acquisition provides several benefits to Silverco, including:
- Immediate production and cash flow;
- Approximately $8-million (U.S.) in cash;
- Diversifying Silverco's asset base;
- Adding an established operating team in Mexico.
Mark Ayranto, chief executive officer of Silverco, commented: "The acquisition of Nuevo Silver and the La Negra mine is a transformative milestone that immediately shifts Silverco from a developer into a cash-flowing producer. La Negra is currently operating at approximately 55-per-cent capacity, providing a robust foundation of existing cash flow that we see a clear pathway to build upon by significantly increasing throughput during the remainder of 2026. This accretive acquisition delivers immediate shareholder value and, when combined with our wholly owned Cusi property, which we expect to return to operation in the second half of 2026, accelerates our vision to become a 10-million-ounce AgEq producer within three years."
Acquisition deal terms
Holders of Nuevo Silver shares will be issued an aggregate of 16,802,316 Silverco shares pursuant to the acquisition. Upon completion of the acquisition, based on the total number of currently issued and outstanding Silverco shares, former holders of Nuevo Silver shares will hold approximately 34 per cent of the outstanding Silverco shares and the existing holders of Silverco shares will hold approximately 66 per cent of the outstanding Silverco shares. Silverco will also assume approximately $11-million (U.S.) in debt associated with the La Negra mine, $12.5-million (U.S.) in milestone payments due in Q1 (first quarter) 2027, and $5-million (U.S.) in contingent payments potentially due between Q1 2027 and Q1 2028.
Silverco and Nuevo Silver have agreed to diligently and in good faith negotiate a definitive agreement regarding the acquisition; however, the terms of the binding letter will govern the transaction in the event that a definitive agreement is not executed.
Closing of the acquisition is subject to a number of customary conditions, including all necessary consents, approvals and other authorizations of any regulatory authorities or third parties being obtained, including, without limitation the conditional approval of the TSX Venture Exchange; completion by Nuevo Silver of the acquisition of the La Negra mine; receipt by Silverco of a technical report, if required, in respect of the La Negra mine; receipt by the Silverco board of a favourable fairness opinion; and Silverco board approval.
The closing of the acquisition will occur as soon as reasonably possible after the satisfaction or waiver of all conditions precedent.
As insiders of the company will acquire Nuevo Silver shares as a result of the acquisition by Nuevo Silver of the La Negra mine, the acquisition is considered a related party transaction pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with such insiders' participation in the acquisition in reliance on sections 5.5(b) and 5.7(1)(a) of MI 61-101.
Advisers and counsel
Canaccord Genuity Corp. is acting as financial advisers to Silverco. DLA Piper is acting as legal counsel to Silverco. Cassels Brock & Blackwell LLP is acting as legal counsel to Nuevo Silver.
Qualified person
All scientific and technical information in this news release has been reviewed and approved by Nico Harvey. Mr. Harvey is vice-president of project development of the company and is a qualified person for the purposes of National Instrument 43-101, Standards of Disclosure for Mineral Projects.
About Silverco Mining Ltd.
The company owns a 100-per-cent interest in the 11,665-hectare Cusi project, located in Chihuahua state, Mexico. It lies within the prolific Sierra Madre Occidental gold-silver belt. There is an existing 1,200-ton-per-day mill with tailings capacity at the Cusi property.
The Cusi property is a past-producing underground silver-lead-zinc-gold project approximately 135 kilometres west of Chihuahua City. The Cusi property boasts excellent infrastructure, including paved highway access and connection to the national power grid.
The Cusi property hosts multiple historical Ag-Au-Pb-Zn (silver-gold-lead-zinc) producing mines each developed along multiple vein structures. The Cusi property hosts several significant exploration targets, including the extension of a newly identified downthrown mineralized geological block and additional potential through claim consolidation.
We seek Safe Harbor.
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