Mr. Alexander Langer reports

SIERRA MADRE ANNOUNCES CLOSING OF SECOND TRANCHE OF ITS $57.5 MILLION OFFERING

Sierra Madre Gold and Silver Ltd. has closed the second and final tranche of its previously announced brokered private placement of subscription receipts at a price of $1.30 per subscription receipt. In connection with the second tranche, the company issued 13,709,576 subscription receipts for aggregate gross proceeds of $17,822,449. Together with the closing of the first tranche, the company issued an aggregate of 44,231,300 subscription receipts for aggregate gross proceeds of $57,500,690, including full exercise of the agents' option. Beacon Securities Ltd. acted as lead agent and sole bookrunner, on behalf of a syndicate of agents including Canaccord Genuity Corp., BMO Capital Markets and VSA Capital Ltd. in connection with the offering.

The offering was conducted in conjunction with the company's proposed acquisition of the Del Toro silver mine in the Chalchihuites district in Mexico from First Majestic Silver Corp. (see the company's news release dated Dec. 17, 2025).

Each subscription receipt shall be deemed to be exercised, without payment of any additional consideration and without further action on the part of the holder thereof, for one common share of the company upon satisfaction of certain escrow release conditions, including the receipt of all required corporate, shareholder and regulatory approvals in connection with the transaction.

Pursuant to the closing of the second tranche, $17,569,531, being the gross proceeds of the subscription receipts issued under the second tranche less 50 per cent of the agents' fees (as defined below) and certain expenses of the agents, was placed into escrow and will be released to the company subject to the completion or satisfaction of escrow release conditions as set out in the agency agreement. Provided that the escrow release conditions are satisfied prior to 5 p.m. Toronto time on May 14, 2026, the remaining 50 per cent of the agents' fees, or $226,036 (and any interest earned thereon), will be released to the agents from the escrowed proceeds, and the balance of the escrowed proceeds (together with interest earned thereon) will be released to the company. However, in the event that the escrow release conditions are not satisfied by the release deadline or, if prior to such time, the company advises the agents or announces to the public that it does not intend to satisfy the escrow release conditions, the escrowed proceeds together with the pro rata portion of any interest earned thereon (net of any applicable withholding tax) will be returned to the holders of the subscription receipts, and the subscription receipts will be cancelled.

The company intends to use the net proceeds of the offering to finance the completion of the transaction, for exploration and development of Del Toro following completion of the transaction, and for general working capital purposes.

In connection with the closing of the second tranche, the company paid the agents a cash commission and corporate finance fee of $452,072, of which 50 per cent was placed into escrow, and issued to the agents 346,479 compensation options. Each compensation option entitles the agents to purchase one common share at the issue price during a term of 24 months from the closing of the second tranche.

The securities issued in connection with the second tranche are subject to a four-month hold period from the date of closing of the second tranche, in addition to any other restrictions under applicable law. The offering remains subject to certain conditions, including the receipt of final approval of the TSX Venture Exchange.

About Sierra Madre Gold and Silver Ltd.

Sierra Madre is a precious metal development and exploration company focused on the Guitarra mine in the Temascaltepec mining district, Mexico, and the exploration and development of its Tepic property in Nayarit, Mexico. The Guitarra mine is a permitted underground mine, which includes a 500-tonne-per-day processing facility that operated until mid-2018 and restarted commercial production in January, 2025.

The 2,600-plus-hectare Tepic project hosts low-sulphidation epithermal gold and silver mineralization with an existing historic resource.

Sierra Madre's management team has played key roles in managing the exploration and development of silver and gold mineral reserves and mineral resources. Sierra Madre's team of professionals has collectively raised over $1-billion for mining companies.

We seek Safe Harbor.