Silver X Mining Announces Closing of Final Tranche of Upsized Non-Brokered Private Placement to Complete its $5,000,000 Offering

Vancouver, British Columbia, April 12, 2024 – SILVER X MINING CORP. (TSX-V: AGX) (F: AGX) (“Silver X” or the “Company”) announces that it has closed the second and final tranche of its previously announced non-brokered private placement offering (the ” Private Placement “) with the placement of 21,621,577 units (the “Units”) at a price of $0.18 per Unit for gross proceeds of $3,891,884. On April 4, 2024, the Company announced the closing of the first tranche of the Private Placement with proceeds of $1,108,116. In total, the Company has placed 27,777,776 units for aggregate gross proceeds of $5,000,000.

Each Unit consists of one common share (a “Share”) and one half of one Share purchase warrant (a “Warrant”) with each whole Warrant entitling the holder to purchase one Share of the Company at a price of $0.30 per Share for a period of 36 months from the date of closing of the Private Placement (the “Closing Date”).

Proceeds of the Private Placement will be used for capital expenditures and exploration related to the Nueva Recuperada Silver District in Peru (the “Project”) and potential acquisitions of assets.

All securities issued and issuable in connection with the second tranche closing of the Private Placement are subject to a statutory hold period expiring on August 13, 2024. Closing of the Private Placement is subject to receipt of all necessary regulatory approvals including final acceptance of the TSX Venture Exchange.

Under the second tranche of the Private Placement, the Company paid fees to eligible finders consisting of (i) $52,153.65 in cash and (ii) 272,963 finder’s warrants (the “Finder’s Warrants) exercisable into one Share at a price of $0.30, and (iii) 16,668 Finder’s Warrants exercisable into one Share at a price of $0.18.  The Finder’s Warrants are exercisable for a period of 36 months from the Closing Date.

CEO, Jose M. Garcia, and Vice President, Corporate Development, Sebastian Wahl, (the “Insiders”) have each participated for a total of approximately $2,273,009 worth of Units in the second tranche of the Private Placement. The participation by the Insiders of the Company in the Private Placement constitutes a related party transactions within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Such participation is exempt from the formal valuation and minority shareholder approval requirements in sections 5.5(a) and 5.7(1)(a), as neither the fair market value of the securities issued, nor the fair market value of the consideration for the securities issued exceeds 25% of the Company’s market capitalization as calculated in accordance with MI 61-101. A material change report in connection with the Private Placement will be filed less than 21 days before the closing of the Private Placement. This shorter period was reasonable and necessary in the circumstances as the Company wished to complete the Private Placement in a timely manner.

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

Shares for Debt

The Company also announced announces the successful completion of its shares for debt initiative, a strategic step in strengthening its balance sheet and positioning the Company for future growth. This initiative is in line with the Company’s commitment to financial prudence and shareholder value maximization.

Further to the Company’s news release dated February 1, 2024 and pursuant to agreements dated October 2, 2023, as amended March 17, 2024, the Company has settled US$2,181,458 of indebtedness owed to MARTINEZ CONTRATISTAS E INGENIERIA S.A. through the issuance of 6,000,000 common shares, the equivalent of an issue price of C$0.499 per share. The indebtedness related to design, engineering and technical consulting services rendered to the Company. This strategic decision to issue shares in lieu of cash payment is aimed at preserving the Company’s working capital, thereby ensuring operational efficiency and financial flexibility. All common shares issued in satisfaction of the indebtedness will be subject to a four-month hold period expiring on August 13, 2024.