New Risk • May 11
New major risk - Shareholder dilution The company's shareholders have been substantially diluted in the past year. Increase in shares outstanding: 34% This is considered a major risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks Negative equity (-CA$353k). Shareholders have been substantially diluted in the past year (34% increase in shares outstanding). Revenue is less than US$1m. Minor Risks Share price has been volatile over the past 3 months (16% average weekly change). Market cap is less than US$100m (CA$23.0m market cap, or US$16.8m). Announcement • Apr 30
Bayhorse Silver Inc. announced that it has received CAD 4.00001 million in funding On April 29, 2026, Bayhorse Silver Inc closed the transaction. As consideration for their services, Red Cloud received a cash fee of CAD 234,123 and 3,344,610 nontransferable common share purchase warrants (the “Broker Warrants”). Each Broker Warrant is exercisable into one Common Share at the Offering Price at any time on or before April 29, 2029. Certain insiders of the Company subscribed for an aggregate of 1,083,000 Units for aggregate gross proceeds of CAD 75,810 in the Offering Announcement • Apr 15
Bayhorse Silver Inc. announced that it expects to receive CAD 4.00001 million in funding Bayhorse Silver Inc. announced a best-effort private placement to issue up to 57,143,000 units at a price of CAD 0.07 for gross proceeds of CAD 4,000,010 on April 14, 2026. Each unit will consist of one common share of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share at a price of CAD 0.10 at any time on or before that date which is 36 months following the closing date. The company also grants to Red Cloud an option, exercisable in full or in part up to 48 hours prior to the closing of the marketed offering, to sell up to an additional 14,286,000 units at the offering price for up to an additional CAD 1,000,020 in gross proceeds. The marketed offering and the securities issuable upon exercise of the agents' option shall be collectively referred to as the offering. Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the units will be offered for sale to purchasers resident in the provinces of British Columbia, Alberta, Manitoba, Saskatchewan and Ontario pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The securities issuable from the sale of units issued pursuant to the listed issued financing exemption to purchasers resident in Canada are expected to be immediately freely tradable in accordance with applicable Canadian securities legislation. The units may also be sold in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to the exemptions from the registration requirements provided for under the U.S .Securities Act of 1933, as amended, and in jurisdictions outside of Canada and the United States on a private placement or equivalent basis. The offering is anticipated to close on April 29, 2026, or such other date as the company and Red Cloud may agree. Completion of the offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange. 
