Silverco Announces $40 Million “Bought Deal” Offering

Silverco Mining Ltd. (TSXV: SICO,OTC:QTZCF) (‘Silverco’ or the ‘Company’) is pleased to announce that it has entered into an agreement with Velocity Capital Partners (‘Velocity’), as lead underwriter and sole bookrunner, on its own behalf and on behalf of a syndicate of underwriters (collectively, with Velocity, the ‘Underwriters’), pursuant to which the Underwriters have agreed to purchase, on a ‘bought deal’ basis, 3,200,000 common shares of the Company (the ‘Offered Shares’) at a price of $12.50 per Offered Share (the ‘Issue Price’) for aggregate gross proceeds to the Company of $40 million (the ‘Offering’).

The Offered Shares will be offered in each of the Provinces and Territories of Canada (other than Québec) in reliance on the ‘listed issuer financing exemption’ from the prospectus requirements available under National Instrument 45-106 − Prospectus Exemptions (‘NI 45-106‘), as modified by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the ‘Listed Issuer Financing Exemption‘). The Offered Shares may also be offered on a private placement basis in such offshore jurisdictions may be mutually agreed between the Company and Velocity, provided it is understood that no prospectus filing or comparable obligation, ongoing reporting or continuous disclosure requirement or requisite regulatory or governmental approval arises in such jurisdictions, and the United States pursuant to an exemption from the registration requirements of the United States Securities Act of 1933 (the ‘U.S. Securities Act‘), as amended. Any such Offered Shares will be characterized as ‘restricted securities’ under the U.S. Securities Act.

In addition, the Company has granted the Underwriters an option to purchase for resale up to an additional 480,000 Offered Shares under the Listed Issuer Financing Exemption at the Issue Price for additional gross proceeds of up to $6 million, on the same terms and conditions as set out herein, exercisable in whole or in part at any time up to 48 hours prior to the Closing Date.

The net proceeds of the Offering will be used by the Company for exploration, evaluation and restart work on the Cusi Project, general and administrative expenditures and working capital.

The Offered Shares to be issued pursuant to the Listed Issuer Financing Exemption will not be subject to resale restrictions pursuant to applicable Canadian securities laws.

There is an offering document related to the Offering that can be accessed on SEDAR+ (www.sedarplus.ca) under Silverco’s issuer profile and on the Company’s website at www.silvercomining.com. Prospective investors should read this offering document before making an investment decision concerning the Offered Shares.

The Offering is expected to close on or about February 19, 2026 (the ‘Closing Date‘) and is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals including the conditional listing approval of the TSX Venture Exchange (‘TSXV‘) and the applicable securities regulatory authorities. The Offering is subject to final acceptance of the TSXV.

The Offered Shares have not been registered and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news 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 State in which such offer, solicitation or sale would be unlawful.

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, President & CEO
Email: mayranto@silvercomining.com

Cautionary Statement and Forward-Looking Information

This news release contains ‘forward-looking statements’ within the meaning of the applicable Canadian securities legislation that are based on expectations, estimates, assumptions, geological theories, and projections as at the date of this news release. The information in this news release about any information herein that is not a historical fact may be ‘forward looking statements.’ Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (which may, but not always, include phrases such as ‘anticipates’, ‘plans’, ‘scheduled’, ‘believed’ or ‘intends’ or variations of such words and phrases or stating that certain actions, events or results ‘may’ or ‘could’, ‘would’, ‘might’ or ‘will’ be taken to occur or be achieved) including statements regarding the Company’s plans with respect to the Company’s projects and the timing related thereto, the merits of the Company’s projects, the Company’s objectives, plans and strategies, the Offering, the listing of the Common Shares on the TSXV, the use of proceeds of the Offering and other matters are not statements of historical fact and may be forward-looking statements and are intended to identify forward-looking statements.

Although the forward-looking statements contained in this news release are based upon what management believes, or believed at the time, to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Such factors include, among others, with respect to the Offering, the conditions of the financial markets, timeliness of completion of the Offering, and the timing of TSXV approval; and with respect to the use of proceeds, the availability of drills and personnel, weather, the speculative nature of mineral exploration and development, fluctuating commodity prices, risks relating to the timing and ability of the Company to obtain and the timing of the approval of relevant regulatory bodies, if at all; risks relating to property interests; risks related to access to the project; risks inherent in mineral exploration, including the fact that any particular phase of exploration may be unsuccessful; the availability of contractors; geo-political risks; the global economic climate; metal prices; environmental risks; political risks; and community and non-governmental actions, as described in more detail in our recent securities filings available on SEDAR+ (www.sedarplus.ca) under Silverco’s issuer profile. Further to this, geological similarities or characteristics are not guarantees or certainties of successful exploration. Neither the Company nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. When considering this forward-looking information, readers should keep in mind the risk factors and other cautionary statements in the Company’s disclosure documents filed with the applicable Canadian securities regulatory authorities on SEDAR+ (www.sedarplus.ca) under Silverco’s issuer profile. The risk factors and other factors noted in the disclosure documents could cause actual events or results to differ materially from those described in any forward-looking information. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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.

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/282044