Mr. Brandon Rook reports

SILVER VALLEY METALS ANNOUNCES FINANCING - EARLY WARRANT EXERCISE INCENTIVE PROGRAM

Silver Valley Metals Corp. will make an application to the TSX Venture Exchange for approval of the implementation of a proposed early warrant exercise incentive program intended to encourage the early exercise of up to 12,897,114 outstanding warrants of the company.

The program will commence on the date of receipt of conditional acceptance by the exchange and will expire at 4 p.m. PDT 14 days thereafter. The company feels the program will fairly reward the investors of the most recent financing for their patience during this volatile year, allowing the company to keep the share float within the current shareholder base, and views this as the least dilutive option at this time.

The eligible warrants were issued by the company pursuant to a private placement financing completed on Jan. 3, 2023. The eligible warrants are exercisable to acquire one common share of the company at a price of 15 cents per share, with 9,297,114 eligible warrants expiring Nov. 17, 2024, and 3.6 million eligible warrants expiring Jan. 3, 2025.

To encourage the early exercise of the eligible warrants, the company is seeking approval from the exchange to an amendment to the terms of the eligible warrants to enable the warrantholders to receive an incentive warrant (as defined and described herein) for each eligible warrant exercised on or prior to 4 p.m. PDT on the program expiry date at the price of 11 cents per eligible warrant.

To be eligible for the program, the holder of the eligible warrants must deliver the following documents to the company on or prior to 4 p.m. on the program expiry date, 14 days following conditional acceptance by the exchange, as referenced herein:

• A duly completed and executed subscription form, in the form as attached as Schedule B to the eligible warrant certificate;
• The original certificate representing the eligible warrants being exercised (an electronic copy is acceptable);
• The applicable aggregate exercise price payable to the company;
• A duly completed and executed exemption certificate, the form of which will be provided to warrantholders by the company.

Subject to the receipt of exchange approval, each holder of an eligible warrant who elects to exercise at 15 cents on or prior to 4 p.m. PDT on the program expiry date will receive: the common shares in the capital of the company to which they are otherwise entitled under the terms of the eligible warrants; and one common share purchase warrant of the company entitling the holder to acquire an additional common share of the company at a price of 11 cents per share, or such other exercise price as may be acceptable to the exchange, for a period of 24 months from the date of issuance of the incentive warrants. The incentive warrants and any shares issued on exercise thereof will be subject to a four-month hold period from the date of issuance of the incentive warrants.

On receipt of conditional approval from the exchange, the company will issue a further news release. Terms and conditions of the proposed program will be delivered by e-mail to all holders of the eligible warrants.

To the extent that holders of eligible warrants take advantage of the opportunity to exercise their eligible warrants early, proceeds will be used to complete the phase 2 exploration campaign at the Ranger-Page project, including a multikilometre trenching program, numerous geochemical surveys, including soil sampling, rock chip and channel sampling, and mapping; to maintain its lithium/sulphate of potash project/deposit(s) in Mexico, including financing the legal negotiation regarding the lithium aspect of its deposits which the company anticipates being resolved in the coming months; project option payment for the Ranger-Page project; and general working capital.

Directors or officers of the company own or control less than 5 per cent of the eligible warrants. The company is not aware of any potential new insider position that would be created upon the exercise of the placement warrants nor the incentive warrants.

We seek Safe Harbor.