Endeavour Silver to sell Bolanitos Mine to Guanajuato Silver for up to $50M

Endeavour Silver (EXK) entered into a definitive share purchase agreement with Guanajuato Silver, pursuant to which Guanajuato Silver will acquire the Bolanitos silver and gold mine from the Company for total consideration of up to $50M, comprised of upfront consideration of $40M payable on closing of the Transaction and contingent consideration of an additional $10M. The Transaction is expected to close in January 2026. Pursuant to the terms of the Agreement, Guanajuato Silver will acquire all of the issued and outstanding shares of Mina Bolanitos, from affiliates of the Company. Mina Bolanitos holds the Bolanitos Minein Guanajuato, Mexico. Total consideration payable on closing of the Transaction is $40M consisting of $30M payable in cash and $10M payable in common shares of Guanajuato Silver at a deemed price of $0.2709413 per share, being the volume-weighted average price of Guanajuato Silver’s common shares on the TSX Venture Exchange for the ten consecutive trading days immediately preceding the date of the Agreement and converted to United States dollars using the average exchange rate posted by the Bank of Canada on November 20. In addition to the Base Consideration, Guanajuato Silver will make two contingent payments to Endeavour, each being $5M, upon the production of two million and four million ounces of silver equivalent from the Bolanitos Mine, respectively. Each Contingent Payment will be satisfied 50% in cash and 50% in Guanajuato Shares, subject to the Maximum Percentage. The Contingent Shares will be issued at a deemed price per Contingent Share equal to the greater of the 10-day VWAP of the Guanajuato Shares on the TSXV as at the applicable milestone payment date, and the minimum price permitted by the TSXV after giving effect to the maximum discount permitted thereby, in each case converted to United States dollars using the average exchange rate posted by the Bank of Canada on the business day immediately preceding the applicable milestone payment date. If applicable, Guanajuato Silver will make an additional cash payment to the Company equal to any aggregate shortfall in value between the Market Price and the Contingent Share Issue Price with respect to each Contingent Payment. The number of Contingent Shares issuable to Endeavour is subject to a maximum ownership percentage of 9.9% of the issued and outstanding Guanajuato Shares. In the event that an issuance of Contingent Shares would result in the Company and its affiliates holding more than the Maximum Percentage, any remaining unpaid portion of the contingent payment amount will be payable in cash. In connection with the Transaction, Endeavour and Guanajuato Silver will enter into an investor rights agreement at closing which will include, among other things, participation rights in favour of the Company. Pursuant to the Investor Rights Agreement, the Company has also agreed to vote its Guanajuato Shares in accordance with recommendations of the Guanajuato Silver board of directors in respect of general matters for a period of 12 months and to certain restrictions on transfer on the Base Shares issuable pursuant to the Agreement. All Base Shares will be subject to voluntary restrictions on transfer for a period of 12 months, after which 50% of the Base Shares will be subject to restrictions for an additional two years. Closing of the Transaction remains subject to the satisfaction or waiver of customary closing conditions, including, among other things, receipt of all required regulatory approvals and entry into the Investor Rights Agreement. The Agreement provides for a reciprocal termination fee of $2.5M, payable by Endeavour or Guanajuato Silver in certain circumstances. The Termination Fee may be satisfied either entirely in cash or, at the election of the applicable payor, by paying $1M in cash and settling the remaining $1.5M through the issuance of common shares of the payor, subject to stock exchange approval. Any such shares will be issued at a deemed price equal to the 10-day VWAP on the applicable exchange as of the termination date, converted to U.S. dollars using the Bank of Canada’s average daily exchange rate on the business day immediately preceding the termination date. The Company did not pay any finders’ fees in connection with the Agreement.