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GR SILVER MINING LTD. Capital/Financing Update 2025

May 9, 2025

47384_rns_2025-05-08_7e6e1b1c-706a-46e4-8cac-d2b1a173576c.pdf

Capital/Financing Update

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MATERIAL CHANGE REPORT

Item 1. Name and Address of Company
GR Silver Mining Ltd. (the “Company”)
1500 – 409 Granville Street
Vancouver, BC V6C 1T2

Item 2. Date of Material Change
May 8, 2025

Item 3. News Release
A news release dated May 8, 2025, disseminated through CNW Group and SEDAR+.

Item 4. Summary of Material Change
The Company announced an up to $1.56 Million private placement financing.

Item 5. Full Description of Material Change
See news release, a copy of which is attached hereto.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.

Item 7. Omitted Information
Not applicable.

Item 8. Executive Officer
Eric Zaunscherb, Chair & CEO
Telephone: 1.647.293.8457

Item 9. Date of Report
May 8, 2025.


GR SILVER MINING LTD
TSXV|GRSL OTCQB|GRSLF FRA|GPE

Not for distribution to United States newswire services or for dissemination in the United States.

May 8, 2025

GR Silver Mining Announces up to $1.56 Million Private Placement Financing

Vancouver, BC – GR Silver Mining Ltd. (“GR Silver Mining” or the “Company”) (TSXV|GRSL, OTCQB|GRSLF, FRANKFURT|GPE) – announces that it proposes to undertake a non-brokered private placement of up to 12 million units (each, a “Unit”), at a purchase price of $0.13 per Unit, to raise total gross proceeds of up to $1.56 million (the “Offering”). Each Unit will consist of one common share of the Company and one-half common share purchase warrant. Each whole warrant will entitle the holder to purchase one common share of the Company at a price of $0.19 at any time on or before that date which is 24 months after the closing date of the Offering.

The gross proceeds received from the sale of the Units will be used for exploration targeting resource expansion in the San Marcial Area of the Plomasas Project and for general working capital. The Units will be offered to qualified investors in reliance upon exemptions from the prospectus and registration requirements of applicable securities legislation. The Company will pay finders’ fees to eligible finders in connection with the Offering, subject to compliance with applicable securities laws and the policies of the TSXV.

All securities issued and sold under the Offering will be subject to a hold period expiring four months and one day from their date of issuance. Completion of the Offering and the payment of any finders’ fees remain subject to the receipt of all necessary regulatory approvals, including the approval of the TSXV.

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 of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

About GR Silver Mining Ltd.

GR Silver Mining is a Canadian-based, Mexico-focused junior mineral exploration company engaged in cost effective silver-gold resource expansion on its 100%-owned assets, located on the eastern edge of the Rosario Mining District, in the southeast of Sinaloa State, Mexico. GR Silver Mining controls 100% of the Plomasas Project, including the former Plomasas underground mine and wide, high-grade silver mineralized zones at the San Marcial Area. Recent discoveries in the 78 km² of highly prospective advanced stage exploration concessions, position the Company well in the pursuit for resource expansion at the Plomasas Project.

GR Silver Mining Ltd.

Eric Zaunscherb, Chair & CEO

For further information, please contact:

Eric Zaunscherb

Telephone: +1.647.293.8457

Email: [email protected]

Cautionary Statement Regarding Forward-Looking Information

This press release contains “forward-looking statements” within the meaning of applicable Canadian securities legislation and information that are based on the beliefs of management and reflect the Company’s current expectations. When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. Such statements and

GR Silver Mining Ltd.
[email protected]
Suite 1500, 409 Granville Street,
Vancouver, British Columbia, Canada V6C 1T2


information reflect the current view of the Company. Risks and uncertainties may cause actual results to differ materially from those contemplated in those forward-looking statements and information. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

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 press release.

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