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Silverco Mining — M&A Activity 2026
Jan 31, 2026
48054_rns_2026-01-30_9f22293d-bd9f-4a44-b011-0c2e1066a889.pdf
M&A Activity
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FORM 51-102F3
MATERIAL CHANGE REPORT
-
Name and Address of Company
Silverco Mining Ltd. ("Silverco" or the "Company")
750 – 1095 W Pender Street
Vancouver, BC V6E 2M6 -
Date of Material Change
January 19, 2026 -
News Release
The news releases of January 20 and 27, 2026 were disseminated through Newsfile Corp. and filed on SEDAR+. -
Summary of Material Change
On January 20, 2026, the Company announced that it had entered into a binding letter (the "Binding Letter") dated January 19, 2026, providing for the acquisition by the Company of Nuevo Silver Inc. ("Nuevo Silver").
On January 27, 2026, the Company provided further details regarding the acquisition of Nuevo Silver.
- Full Description of Material Change
5.1 Full Description of Material Change
On January 20, 2026, the Company announced that it had entered into the Binding Letter, providing for the acquisition by the Company of Nuevo Silver.
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 (each, a "Silverco Share") in consideration for their common shares of Nuevo Silver (each, a "Nuevo Silver Share") presently held (the "Acquisition").
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% of the outstanding Silverco Shares, and the existing holders of Silverco Shares will hold approximately 66% of the outstanding Silverco Shares. Silverco will also assume approximately US$11M in debt associated with the La Negra Mine, US$12.5M in milestone payments due in Q1 2027 and US$5M 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 (the "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
- 2 -
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 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 ("MI 61-101"). 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.
On January 27, 2026, the Company provided further information regarding the Acquisition. The Company confirmed that Nuevo Silver does not currently hold title to the La Negra Mine and it is a condition of closing of the Acquisition that Nuevo Silver complete its purchase of the La Negra Mine.
Please also see attached the Company's news releases of January 20 and 27, 2026.
5.2 Disclosure for Restructuring Transactions
Not applicable.
- Reliance on Subsection 7.1(2) of Regulation 51-102
Not applicable.
- Omitted Information
Not applicable.
- Executive Officer
Contact: Sean Fallis, Chief Financial Officer; Telephone: (604) 369-7050
- Date of Report
January 30, 2026
Silverco Announces Agreement to Acquire Nuevo Silver and the La Negra Mine in Querétaro Mexico
Vancouver, British Columbia--(Newsfile Corp. - January 20, 2026) - Silverco Mining Ltd. (TSXV: SICO) ("Silverco" or the "Company") announces that it has entered into a binding letter (the "Binding Letter") dated January 19, 2026, providing for the acquisition by the Company of an arm's length party, Nuevo Silver Inc. ("Nuevo Silver").
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 (each, a "Silverco Share") in consideration for common shares of Nuevo Silver (each, a "Nuevo Silver Share") presently held (the "Acquisition").
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% of the producing La Negra Silver Mine in Querétaro Mexico (the "La Negra Mine").
The Acquisition provides several benefits to Silverco, including:
- Immediate production and cash flow
- ~US$8M in cash
- Diversifying Silverco's asset base
- Adding an established operating team in Mexico
Mark Ayranto, CEO 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% 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 10M oz AgEq producer within 3 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% of the outstanding Silverco Shares, and the existing holders of Silverco Shares will hold approximately 66% of the outstanding Silverco Shares. Silverco will also assume approximately US$11M in debt associated with the La Negra Mine, US$12.5M in milestone payments due in Q1 2027 and US$5M 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 (the "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 (the
"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 ("MI 61-101"). 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.
Advisors and Counsel
Canaccord Genuity Corp. is acting as financial advisors 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 VP 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% interest in the 11,665-hectare Cusi Project located in Chihuahua State, Mexico (the "Cusi Property"). 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 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.
On Behalf of the Board of Directors
"Mark Ayranto"
Mark Ayranto, President & CEO
Email: [email protected]
For further information, please contact:
Investor Relations & Communications
Email: [email protected]
www.silvercomining.com
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.
Cautionary Statement and Forward-Looking Information
This news release contains "forward-looking statements" and "forward-looking information" (together, "forward-looking statements") within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or the Company's future performance and are generally identified by words such as "anticipate", "believe", "continue", "could", "estimate", "expect", "forecast", "goal", "intend", "may", "objective", "outlook", "plan", "potential", "priority", "schedule", "seek", "should", "target", "will", and similar expressions (including negative and grammatical variations).
These forward-looking statements are based on a number of assumptions that, while considered reasonable by the Company as of the date of this release, are inherently subject to significant business, technical, economic and competitive uncertainties and contingencies. Key assumptions include but are not limited to: the ability of the parties to complete the acquisition of the La Negra Mine and the Acquisition; the receipt of all required approvals including, but not limited to, board, shareholder and Exchange approval in a timely manner; the potential of the La Negra Mine; future production; achieving the Company's goals; the potential benefits of the Acquisition; no material adverse changes to general business, economic, market and political conditions; commodity price and foreign exchange assumptions; inflation and input costs remaining within expectations; and the Company's ability to secure additional financing on acceptable terms when required.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied. Such risks are set out in the Company's public disclosure filings available on SEDAR+ at www.sedarplus.ca.
Readers are cautioned not to place undue reliance on forward-looking statements. The purpose of forward-looking statements is to provide readers with information about management's current expectations and plans and may not be appropriate for other purposes. No assurance can be given that such statements will prove to be accurate; actual results and future events could differ materially. The Company undertakes no obligation to update or revise any forward-looking statements contained herein, except as required by applicable securities laws.
SILVERCO
MINING
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/280910
Silverco Provides Additional Information on the Agreement to Acquire Nuevo Silver and the La Negra Mine in Querétaro Mexico
Vancouver, British Columbia--(Newsfile Corp. - January 27, 2026) - Silverco Mining Ltd. (TSXV: SICO) ("Silverco" or the "Company") provides further information regarding the previously announced transaction pursuant to the binding letter with Nuevo Silver Inc. ("Nuevo Silver").
As previously announced on January 20, 2026, Silverco is proposing to acquire Nuevo Silver (the "Acquisition"), which has entered into a Share Purchase Agreement effective January 18, 2026 ("SPA") with parties that are arm's length to Silverco and Nuevo Silver (collectively, the "Vendors"), to acquire 100% of the La Negra Mine in Querétaro Mexico (the "La Negra Mine"), which is a producing silver mine.
Nuevo Silver does not currently hold title to the La Negra Mine and it is a condition of closing of the Acquisition that Nuevo Silver complete its purchase of the La Negra Mine.
Silverco will also be obtaining a technical report in respect of the La Negra Mine as a condition of closing of the Acquisition. Nico Harvey, VP Project Development of Silverco and a qualified person for the purposes of National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") is unaware of any other material scientific or technical information on the La Negra Mine at this time.
Nuevo Silver and the Subscription Receipt Financing
Nuevo Silver is a corporation existing under the laws of the Province of Ontario. To facilitate the acquisition of the La Negra Mine, Nuevo Silver issued 30,346,280 subscription receipts (each, a "Subscription Receipt") at a price of US$1.00 per Subscription Receipt for total gross proceeds of US$30,346,280 (the "Financing"). Nuevo Silver has no assets other than cash and its rights to acquire the operating La Negra Mine under the SPA.
The Financing was launched on October 3, 2025 and closed in tranches between November 2025 and January 2026, with over US$29,500,000 of the total Financing amount (greater than 97%) completed by December 3, 2025. The aggregate proceeds of the Financing have been deposited into escrow and are being held in trust by a third party pending the satisfaction of certain escrow release conditions (the "Escrow Release Conditions") in connection with the acquisition of the La Negra Mine. Each Subscription Receipt entitles the holder thereof to receive one common share of Nuevo Silver (a "Nuevo Silver Share") and will be automatically converted (for no additional consideration and with no further action on the part of the holder thereof) upon the satisfaction of certain of the Escrow Release Conditions in connection with such acquisition. Other than the Subscription Receipts, there are no outstanding securities of Nuevo Silver convertible into Nuevo Silver Shares.
No Silverco insiders are existing shareholders of Nuevo Silver or the Vendors of the La Negra Mine. Mark Ayranto, Gary Brown, Tim Sorensen, Nico Harvey and Eric Sprott, all of whom are Silverco insiders, have participated in the Financing, with their participation being, in the aggregate, less than 10% of the total Financing. Silverco insider ownership in Nuevo Silver following the conversion of the Subscription Receipts upon satisfaction of the Escrow Release Conditions, will be less than 5%, with Silverco board and management representing less than 1%.
Nuevo Silver's Purchase of La Negra Mine
The purchase price to be paid by Nuevo Silver for the La Negra Mine is comprised of a combination of cash, Nuevo Silver Shares and assumption of debt.
Negotiations between Nuevo Silver and the Vendors of the La Negra Mine commenced in February 2025, following which the parties negotiated the purchase price and agreed to terms in September 2025. After completion of due diligence, the SPA was finalized and executed.
Silverco's Acquisition of Nuevo Silver
As previously announced, Silverco will issue an aggregate of 16,802,316 common shares of Silverco ("Silverco Shares") to holders of Nuevo Silver Shares to purchase Nuevo Silver under the Acquisition, with approximately 61% of such Silverco Shares to be issued to holders of the Subscription Receipts. The Acquisition is being proposed at a valuation that is higher than the purchase terms for the La Negra Mine that were negotiated by Nuevo Silver in September 2025.
The increase in value of Nuevo Silver is directly attributable to the strong increase in silver prices, silver equities and the resulting cash flow potential at the La Negra Mine operations. In addition to the greater than US$45/oz improvement in silver price since purchase terms were agreed between Nuevo Silver and the Vendors in September 2025, the La Negra Mine's operating cash flow potential is also benefiting from the final delivery of a US$36/oz silver forward sale contract in January 2026.
The approximately 160% increase in Nuevo Silver's share price since the launch of the Financing on October 3, 2025, is slightly below Silverco's share price appreciation of 175% since its first day of trading on October 24, 2025.
The Acquisition constitutes a "Fundamental Acquisition" as defined in TSX Venture Exchange (the "Exchange") Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets and is a non-arm's length transaction pursuant to Exchange policies as a result of the Silverco insider participation in the Financing.
As previously announced, 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 Exchange; completion by Nuevo Silver of the acquisition of the La Negra Mine; completion by Silverco of due diligence and its assessment of the potential benefits to Silverco of the Acquisition; receipt by Silverco of a technical report in respect of the La Negra Mine; receipt by the Silverco board of a favourable fairness opinion; and Silverco board approval. Disinterested Silverco shareholder approval will be sought if required pursuant to Exchange policies. All securities issued pursuant to the Acquisition are also subject to applicable escrow requirements pursuant to Exchange policies. The Vendors will also have a right after closing of the Acquisition to nominate one person to the Silverco board.
Trading Resumption
The common shares of Silverco will resume trading on the Exchange tomorrow, Wednesday, January 28, 2026.
Qualified Person
All scientific and technical information in this news release has been reviewed and approved by Nico Harvey. Mr. Harvey is VP Project Development of the Company and is a qualified person for the purposes of NI 43-101.
About Silverco Mining Ltd.
The Company owns a 100% interest in the 11,665-hectare Cusi Project located in Chihuahua State, Mexico (the "Cusi Property"). 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 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.
On Behalf of the Board of Directors,
"Mark Ayranto"
Mark Ayranto, President & CEO
Email: [email protected]
For further information, please contact:
Investor Relations & Communications
Email: [email protected]
www.silvercomining.com
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.
Cautionary Statement and Forward-Looking Information
This news release contains "forward-looking statements" and "forward-looking information" (together, "forward-looking statements") within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or the Company's future performance and are generally identified by words such as "anticipate", "believe", "continue", "could", "estimate", "expect", "forecast", "goal", "intend", "may", "objective", "outlook", "plan", "potential", "priority", "schedule", "seek", "should", "target", "will", and similar expressions (including negative and grammatical variations).
These forward-looking statements are based on a number of assumptions that, while considered reasonable by the Company as of the date of this release, are inherently subject to significant business, technical, economic and competitive uncertainties and contingencies. Key assumptions include but are not limited to: statements with respect to the Acquisition, Nuevo Silver's purchase of the La Negra Mine and the resumption of trading on the Exchange; no material adverse changes to general business, economic, market and political conditions; and commodity price and foreign exchange assumptions.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied. Such risks are set out in the Company's public disclosure filings available on SEDAR+ at www.sedarplus.ca.
Readers are cautioned not to place undue reliance on forward-looking statements. The purpose of forward-looking statements is to provide readers with information about management's current expectations and plans and may not be appropriate for other purposes. No assurance can be given that such statements will prove to be accurate; actual results and future events could differ materially. The Company undertakes no obligation to update or revise any forward-looking statements contained herein, except as required by applicable securities laws.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/281878