Bayhorse Silver Announces Warrant Exercise Incentive Program

Bayhorse Silver Inc, (TSXV: BHS) (OTCQB: BHSIF) (FSE: 7KXN) (the "Company" or "Bayhorse") announces a warrant exercise incentive program (the "Incentive Program") relating to 20 million outstanding common share purchase warrants (the "Eligible Warrants"). The Eligible Warrants were issued in connection with a private placement that closed on February 1, 2021, and are exercisable to acquire one common share of the Company (a "Warrant Share") at a price of $0.15 per share until February 1, 2026.

The Incentive Program is subject to certain conditions, including the receipt of all necessary regulatory approvals, including the final approval of the TSX Venture Exchange (the "TSXV").

The Incentive Program is designed to encourage the early exercise of the Eligible Warrants during the period from January 6, 2026, until 4:00 p.m. (PDT) on January 30, 2026 (the "Incentive Period").

Under the terms of the Incentive Program, each holder who exercises an Eligible Warrant during the Incentive Period will receive, for each Eligible Warrant exercised, one additional common share purchase warrant (an "Incentive Warrant"). Each Incentive Warrant will entitle the holder to acquire one additional common share of the Company at an exercise price of $0.16 per share for a period of 12 months from the date of issuance.

In the event that the closing price of the Company's common shares on the TSXV equals or exceeds $0.22 for ten (10) consecutive trading days (an "Acceleration Event"), the Company will be entitled to accelerate the expiry of the Incentive Warrants. If the Company elects to do so, it will issue a press release announcing the Acceleration Event, and the Incentive Warrants will thereafter expire 30 calendar days from the date of such notice.

All Incentive Warrants will be issued to participating holders promptly following the expiry of the Incentive Period.

The Incentive Warrants, and any common shares issued upon exercise thereof, will be subject to a statutory hold period of four months and one day from the date of issuance of the Incentive Warrants, in accordance with applicable Canadian securities laws.

Eligible Warrants that remain unexercised after the Incentive Period will continue to be exercisable on their original terms until February 1, 2026. However, no Incentive Warrants will be issued in respect of any Eligible Warrants exercised after January 30, 2026.

This News Release has been prepared on behalf of the Bayhorse Silver Inc. Board of Directors, which accepts full responsibility for its content.

About Bayhorse Silver Inc.

Bayhorse Silver Inc. is an exploration and production company with a 100% interest in the historic Bayhorse Silver Mine located in Oregon, USA with a National Instrument 43-101 inferred resource of 292,300 tons at a grade of 21.65 opt (673 g/t) for 6.3 million ounces of silver. (Turner et al. 2018) and the Pegasus Project, in Washington County, Idaho. The Bayhorse Silver Mine and the Pegasus Project are 44 km southwest of Hercules Metals' porphyry copper discovery. The Bayhorse Mine is a minimum environmental impact facility capable of processing at a mining rate up 200 tons/day that includes a state of the art 40 ton per hour Steinert Ore-Sorter that reduces waste rock entering the processing stream by up to 85%. The Company has established an up to 60 ton/day mill and standard flotation processing facility in nearby Payette County, Idaho, USA with an offtake agreement in place with Ocean Partners UK Limited. The Company has an experienced management and technical team with extensive mining expertise in both exploration and building mines.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/279442