SIERRA MADRE SHAREHOLDERS VOTE IN FAVOR OF PROPOSED ACQUISITION

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Overig advies 11/12/2022 07:52
VANCOUVER, BC / ACCESSWIRE / December 9, 2022 / Sierra Madre Gold and Silver Ltd. (TSXV:SM, OTC PINK:SMDRF) ("Sierra Madre" or the "Company") is pleased to announce the results of its special meeting of shareholders held on December 9, 2022 (the "Meeting"). A total of 22,841,508 common shares were represented at the Meeting, representing 35.62% of the issued and outstanding common shares of the Company on the record date.

The shareholders voted in favour of the ordinary resolution to approve the proposed acquisition of all of the issued and outstanding shares of La Guitarra Compañia Minera S.A. de C.V from Corporacion First Majestic, S.A. de C.V. ("CFM") in exchange for 69,063,076 common shares of the Company (the "Consideration Shares") at a deemed price of $0.65 per Consideration Share, having an aggregate value of $44,890,999 (US$35 million) (the "Transaction"). The ordinary resolution with respect to the Transaction was approved by 99.99% of the votes cast by shareholders. The closing of the Transaction is subject to final acceptance of the TSX Venture Exchange (the "Exchange").

The shareholders also voted in favour of the ordinary resolution to approve the creation of a new Control Person (as such term is defined in the policies of the Exchange), of the Company, being First Majestic Silver Corp. ("First Majestic"), resulting from the issuance of the Consideration Shares to First Majestic, pursuant to the Transaction. The ordinary resolution with respect to the new Control Person was approved by 99.99% of the votes cast by shareholders.

The Transaction is to be completed pursuant to a share purchase agreement dated May 24, 2022, as amended and restated on October 24, 2022 (the "Amended Agreement"),among the Company, First Majestic and CFM, a copy of which is available under the Company´s profile on SEDAR at www.sedar.com.

About Sierra Madre

Sierra Madre Gold and Silver Ltd. is a mineral exploration company, currently focused on the acquisition, exploration and development of the Tepic and La Tigra Properties in Nayarit, Mexico. The Company has an experienced management team with a proven track record of wealth creation in Mexico through project discovery, advancement, and monetization. Sierra Madre´s key objective is to advance exploration on the Tepic and La Tigra Properties to determine whether they contain commercially exploitable deposits of precious or base metals.

On behalf of the board of directors of Sierra Madre Gold and Silver Ltd.,

"Alexander Langer"
Alexander Langer
President, Chief Executive Officer and Director



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