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Cartier Silver Corporation (" Cartier Silver " or the " Company ", CSE: CFE) is pleased to announce that it has entered into an agreement with Centurion One Capital Corp. (the " Lead Agent ") as lead agent and sole bookrunner in connection with a brokered private placement to raise up to $1,500,000 (the " Offering ") through the sale of up to 12,000,000 units (" Units ") at an issue price of $0.125 per Unit (the " Issue Price ") on a commercially reasonable efforts basis. Each Unit shall consist of one common share in the capital of the Company (each, a " Share ") and one-half of one Share purchase warrant (each, a " Warrant "). Each full Warrant shall entitle the holder thereof to purchase one Share (a " Warrant Share ") at a price of $0.20 for a period of 36 months from the Closing Date (as defined herein). The Company will pay the Lead Agent a cash agency fee equal to 8% of the aggregate proceeds received from the Offering and broker warrants (" Broker Warrants ") equal to 8% of the number of Units issued under the Offering. Each Broker Warrant will entitle the holder to acquire one Share at the Issue Price at any time within three years after the Closing Date. On closing, the Company will pay the Lead Agent a corporate finance fee equal to 5% of the aggregate proceeds, payable by the issuance of Units on the terms set out above. The Lead Agent also has an option to increase the Offering by up to an additional 1,800,000 Units for additional proceeds of $225,000.
The gross proceeds of the Offering will be used for drilling on the Company's Los Chorrillos Project in Potosí, Bolivia and general working capital purposes.
The Units to be issued under the Offering will be offered by way of private placement in each of the provinces and territories of Canada, in the United States pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), and in jurisdictions outside of Canada and the United States mutually agreed by the Company and the Lead Agent provided it is understood that no prospectus filing, registration or comparable obligation arises in such other jurisdiction.
The Offering is expected to close on or around November 11, 2025 or such other date as agreed upon between the Company and the Agents (the " Closing Date ") and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals including the approval of the Canadian Securities Exchange (the " CSE "). The securities to be issued under the Offering will have a hold period of four months and one day from the Closing Date.
It is anticipated that certain insiders of the Company and the Lead Agent may acquire Units in the Offering in amounts up to approximately 50% of the Offering. Any participation by insiders in the Offering will constitute a "related party transaction" as defined under Multilateral Instrument 61101 Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The Company expects such participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, is expected to exceed 25% of the Company's market capitalization.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Contact Information
Cartier Silver Corporation
Thomas Larsen, Chief Executive Officer
(416) 360-8006
Email: tlarsen@cartiersilvercorp.com
ABOUT CARTIER SILVER CORPORATION
Cartier Silver is an exploration and development Company focused on discovering and developing its recently acquired silver property assets, including the Chorrillos Project and claims staked by the Company's subsidiary, all of which are located in the Potosi Department of southern Bolivia. The Company also holds significant iron ore resources at its Gagnon Holdings in the southern Labrador Trough region of east-central Quebec, and the Big Easy gold property in the Burin Peninsula epithermal gold belt in the Avalon Zone of eastern Newfoundland & Labrador.
For further information please visit Cartier Silver's website at www.cartiersilvercorp.com .
ABOUT CENTURION ONE CAPITAL CORP.
Centurion One Capital's mission is to ignite the world's most visionary entrepreneurs to conquer the greatest challenges of tomorrow, fueling their ambitions with transformative capital, unparalleled expertise, and a global network of influential connections. Every interaction is guided by our core values of respect, integrity, commitment, excellence in execution, and uncompromising performance. We make principal investments, drawing on the time-honored principles of merchant banking, where aligned incentives forge enduring partnerships. Centurion One Capital: A superior approach to investment banking.
The CSE has not reviewed nor accepts responsibility for the adequacy or accuracy of this release.
Statements in this release that are not historical facts are "forward-looking statements" and readers are cautioned that any such statements are not guarantees of future performance, and that actual developments or results, may vary materially from these "forward-looking statements".
A PDF accompanying this announcement is available at http://ml.globenewswire.com/Resource/Download/aea44b4d-4931-4162-9cec-387ba4a926e3
