AGMR Silver Mountain Resources Inc

Silver Mountain Resources Inc. (TSXV: AGMR) (OTCQB: AGMRF) (“Silver Mountain” or the “Company”), is pleased to announce that it has entered into an agreement pursuant to which Eight Capital and SCP Resource Finance LP, as joint bookrunners and co-lead agents (together, the “Agents”), will offer for sale up to 68,200,000 units of the Company (the “Units”) on a best efforts basis (the “Offering”), at an offering price of $0.11 per Unit, for aggregate gross proceeds of up to $7,502,000. The Offering will be conducted pursuant to an agency agreement to be entered into on or before April 18, 2024 among the Company and the Agents.

Each Unit will be comprised of one common share in the capital of the Company (each a “Common Share”) and one Common Share purchase warrant (each a “Warrant”). Each Warrant shall entitle the holder to acquire an additional Common Share for a period of 48 months, at an exercise price of $0.135.

The Company has granted the Agents an option (the “Over-Allotment Option”) exercisable in whole or in part, to purchase up to an additional 15% of the number of Units (including the components thereof) of the Offering on the same terms, at any time up to 30 days following the Closing Date.

The Units will be offered in all provinces and territories of Canada, except Québec, by way of a prospectus supplement to the Company’s short form base shelf prospectus dated November 9, 2022, to be filed in all provinces and territories of Canada. The Units may also be offered in the United States on a private placement basis pursuant to applicable exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “1933 Act”) and applicable state securities laws, and in other offshore jurisdictions provided that no prospectus filing or comparable obligation arises.

The Offering is expected to close on or about April 24, 2024 (the “Closing Date”) and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange.

The Company intends to use the proceeds of the Offering for the development of the Reliquias mine, and for working capital and general corporate purposes.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of the 1933 Act, and applicable state securities laws.

About Silver Mountain

Silver Mountain Resources Inc. is a silver explorer and mine developer planning to restart production at the Reliquias underground mine and undertake exploration activities at its prospective silver camps at the Castrovirreyna Project in Huancavelica, Peru.

For additional information in respect of the Castrovirreyna Project, please refer to the Company's technical report, titled NI 43-101 Technical Report: Mineral Resource Update, Reliquias Mine, dated March 8, 2024, effective date January 1, 2024, available at https://sedarplus.ca.

For further information about our drill program, including cross sections of the main veins with drill hole locations, please refer to our corporate presentation, available on our website at www.agmr.ca.

Silver Mountain's subsidiary Sociedad Minera Reliquias S.A.C. owns 100% of its concessions and holds more than 60,000 hectares in the district of Castrovirreyna, Huancavelica, Peru.

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

Forward Looking Statements

This news release contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation (collectively, "forward-looking statements") that relate to Silver Mountain’s current expectations and views of future events. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "will likely result", "are expected to", "expects", "will continue", "is anticipated", "anticipates", "believes", "estimated", "intends", "plans", "forecast", "projection", "strategy", "objective" and "outlook") are not historical facts and may be forward-looking statements and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These statements speak only as of the date of this news release.

Forward-looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond Silver Mountain’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the factors set forth under "Forward-Looking Statements" and "Risk Factors" in the Company’s annual information form dated August 14, 2023, and other disclosure documents available on the Company’s profile at www.sedarplus.ca. Silver Mountain undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for Silver Mountain to predict all of them or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.

For further information: Alvaro Espinoza, Chief Executive Officer, aespinoza@agmr.ca, Silver Mountain Resources Inc., 82 Richmond Street East, Toronto, ON M5C 1P1, +51 954 475 319, info@agmr.ca, www.agmr.ca