Endeavour Silver Announces Definitive Agreement to Sell Bolañitos Gold-Silver Mine in Mexico to Guanajuato Silver

Rhea-AI Summary

Endeavour Silver (NYSE: EXK) entered a definitive agreement to sell the Bolañitos gold-silver mine to Guanajuato Silver (TSXV: GSVR) for up to US$50 million, comprising US$40 million base consideration (US$30M cash + US$10M in Guanajuato shares) and up to US$10 million contingent on production milestones. Closing is expected in January 2026. Contingent payments of US$5M each trigger at 2M and 4M silver-equivalent oz produced, payable 50/50 cash and shares subject to a 9.9% ownership cap. An investor rights agreement, transfer restrictions on shares, customary conditions and a reciprocal US$2.5M termination fee apply.

Positive

• Base consideration of US$40M at closing
• Potential additional US$10M tied to production milestones
• Expected closing in January 2026 improves near-term liquidity
• Share component aligns vendor with Guanajuato Silver upside

Negative

• Contingent payments depend on production milestones, not guaranteed
• Contingent share issuance limited to 9.9%, excess paid in cash
• Investor rights and 12-month voting commitment may limit flexibility
• Reciprocal termination fee of US$2.5M if deal fails

Insights

M&A and Corporate Finance Analyst

Sale of Bolañitos for up to US$50 million simplifies portfolio and provides near-term cash but leaves contingent payouts tied to production.

The transaction delivers US$40 million on closing (including US$30 million cash and US$10 million in shares) with up to US$10 million of contingent consideration payable at production milestones, for total consideration of up to US$50 million. The buyer will issue shares subject to a 9.9% ownership cap and both parties agree to a reciprocal US$2.5 million termination fee. Closing is expected in January 2026 and remains subject to regulatory approvals and an investor rights agreement with governance and transfer restrictions on the Base Shares.

The business mechanism is straightforward: Endeavour converts a non-core asset into immediate cash, equity in the acquirer, and contingent upside tied to mine production. Key dependencies and risks include the contingent payments being tied to production (not guaranteed), the 9.9% issuance cap that may force cash top-ups, and shareholder dilution dynamics for Guanajuato Silver which affect the effective value of share consideration. Concrete items to watch are receipt of required regulatory approvals, closing in January 2026, the agreed 10-day VWAP pricing mechanics for share issuances, and achievement of the two production milestones that would trigger the US$5 million payments each; monitor these over the next 12–36 months.

VANCOUVER, British Columbia, Nov. 24, 2025 (GLOBE NEWSWIRE) -- Endeavour Silver Corp. (“Endeavour” or the “Company”) (NYSE: EXK; TSX: EDR) announces that it has entered into a definitive share purchase agreement (the “Agreement”) with Guanajuato Silver Company Ltd. (“Guanajuato Silver”) (TSXV: GSVR), pursuant to which Guanajuato Silver will acquire the Bolañitos silver and gold mine (the “Bolañitos Mine”) from the Company for total consideration of up to US$50 million (the “Transaction”), comprised of upfront consideration of US$40 million payable on closing of the Transaction and contingent consideration of an additional US$10 million. The Transaction is expected to close in January 2026.

“As part of our ongoing strategy to create long-term value for our shareholders, the sale of Bolañitos marks a significant milestone in the rationalization of our portfolio,” said Dan Dickson, Chief Executive Officer. “By focusing our resources on our core silver assets, particularly delivering at Terronera and advancing the world-class Pitarrilla project, we are sharpening our operational focus and positioning the company for sustainable growth. We remain committed to maximizing the potential of our silver portfolio and reinforcing our leadership in the sector.”

Transaction Details

Pursuant to the terms of the Agreement, Guanajuato Silver will acquire all of the issued and outstanding shares of Mina Bolañitos, S.A. de C.V. (“Mina Bolañitos”) from affiliates of the Company. Mina Bolañitos holds the Bolañitos Minein Guanajuato, Mexico.

Total consideration payable on closing of the Transaction is US$40 million (the “Base Consideration”), consisting of US$30 million payable in cash and US$10 million payable in common shares of Guanajuato Silver (the “Base Shares”) at a deemed price of US$0.2709413 (C$0.3815) per share, being the volume-weighted average price of Guanajuato Silver’s common shares (“Guanajuato Shares”) on the TSX Venture Exchange (“TSXV”) for the ten consecutive trading days (“10-day VWAP”) 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, 2025 (being the business day immediately preceding the date of the Agreement).

In addition to the Base Consideration, Guanajuato Silver will make two contingent payments to Endeavour (the “Contingent Payments”), each being US$5 million, upon the production of two (2) million and four (4) million ounces of silver equivalent from the Bolañitos Mine, respectively. Each Contingent Payment will be satisfied 50% in cash and 50% in Guanajuato Shares (the “Contingent Shares”), subject to the Maximum Percentage (as defined herein).

The Contingent Shares will be issued at a deemed price per Contingent Share (the “Contingent Share Issue Price”) equal to the greater of (i) the 10-day VWAP of the Guanajuato Shares on the TSXV as at the applicable milestone payment date (the “Market Price”), and (ii) 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 (the “Maximum Percentage”). 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 (after issuing Contingent Shares up the Maximum Percentage) will be payable in cash.

In connection with the Transaction, Endeavour and Guanajuato Silver will enter into an investor rights agreement (the “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 US$2.5 million (the “Termination Fee”), payable by Endeavour or Guanajuato Silver in certain circumstances. The Termination Fee may be satisfied either (i) entirely in cash or, at the election of the applicable payor, (ii) by paying US$1 million in cash and settling the remaining US$1.5 million 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.

About Endeavour Silver – Endeavour is a mid-tier silver producer with four operating mines in Mexico and Peru and a robust pipeline of exploration projects across Mexico, Chile, and the United States. With a proven track record of discovery, development, and responsible mining, Endeavour is driving organic growth and creating lasting value on its path to becoming a leading senior silver producer.

For Further Information, Please Contact
Allison Pettit
Vice President Investor Relations
Email: apettit@edrsilver.com

Cautionary Note Regarding Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation. Such forward-looking statements and information herein include, but are not limited to, statements regarding the Transaction, including the terms of the Transaction, the Contingent Payments and related production requirements, the expected closing date, the receipt of required regulatory approvals, and the satisfaction of closing conditions, including entry into the Investor Rights Agreement, the Company’s intended areas of focus, including with respect the Terronera and Pitarrilla projects, the creation of long-term value for shareholders, maximizing the potential of the Endeavour’s silver portfolio and the future growth of the Company . The Company does not intend to and does not assume any obligation to update such forward-looking statements or information, other than as required by applicable law.

Forward-looking statements or information involve known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, production levels, performance or achievements of Endeavour and its operations to be materially different from those expressed or implied by such statements. Such factors include but are not limited to unexpected changes in production and costs guidance; the ongoing effects of inflation and supply chain issues on mine economics; fluctuations in the prices of silver and gold; fluctuations in the currency markets (particularly the Mexican peso, Chilean peso, Canadian dollar, Peruvian sol, and U.S. dollar); fluctuations in interest rates; effects of inflation; changes in national and local governments, legislation, taxation, controls, regulations and political or economic developments in Canada, Peru and Mexico; financial risks due to precious metals prices; operating or technical difficulties in mineral exploration, development and mining activities; risks and hazards of mineral exploration, development and mining (including, but not limited to environmental hazards, industrial accidents, unusual or unexpected geological conditions, pressures, cave-ins and flooding); inadequate insurance, or inability to obtain insurance; availability of and costs associated with mining inputs and labour; the speculative nature of mineral exploration and development; diminishing quantities or grades of mineral reserves as properties are mined; risks in obtaining necessary licenses and permits; and challenges to the Company’s title to properties; as well as those factors described in the section “Risk Factors” contained in the Company’s most recent Form 40-F and Annual Information Form and the applicable prospectus supplement filed respectively with the S.E.C. and Canadian securities regulatory authorities.

Forward-looking statements are based on assumptions management believes to be reasonable, including but not limited to: the continued operation of the Company’s mining operations, no material adverse change in the market price of commodities, forecasted mine economics, mining operations will operate and the mining products will be completed in accordance with management’s expectations and achieve their stated production outcomes, and such other assumptions and factors as set out herein. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or information, there may be other factors that cause results to be materially different from those anticipated, described, estimated, assessed or intended. There can be no assurance that any forward-looking statements or information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or information.

FAQ

What is the total value of Endeavour Silver's Bolañitos sale (EXK)?

The transaction is worth up to US$50 million: US$40M base plus up to US$10M contingent.

When is the EXK to GSVR Bolañitos transaction expected to close?

The parties expect the transaction to close in January 2026, subject to conditions and approvals.

How are the contingent payments structured in the EXK Bolañitos sale?

Two US$5M contingent payments occur at 2M and 4M silver-equivalent ounces, payable 50% cash and 50% shares.

What share limits apply to Endeavour's stake in Guanajuato Silver after closing?

Contingent share issuances to Endeavour are capped at a maximum of 9.9% of Guanajuato shares.

What voting or transfer restrictions apply to EXK's Guanajuato shares post-closing?

Endeavour agreed to vote with Guanajuato board recommendations for 12 months; Base Shares have voluntary transfer restrictions for 12 months with 50% restricted for an additional two years.

Is there a termination fee if the Bolañitos sale fails to close?

Yes, a reciprocal termination fee of US$2.5M is payable by the terminating party in specified circumstances.