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Cartier Silver Corporation (CSE: CFE) ("Cartier Silver" or the "Company") is pleased to announce that it has entered into an agreement pursuant to which Centurion One Capital Corp. (the "Lead Agent") has agreed to act as lead agent and sole bookrunner in connection with a commercially reasonable efforts brokered private placement (the "Offering") of up to 6,666,667 Common Shares of the Company ("Shares") at an issue price of $0.30 per Share (the "Issue Price") for aggregate gross proceeds of up to $2,000,000.
The Lead Agent will also have the option, exercisable in whole or in part at any time up to two business days prior to the closing of the Offering, to increase the Offering by up to an additional 3,333,333 Shares for additional gross proceeds of $1,000,000.
The net 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 Shares to be issued under the Offering will be offered by way of private placement in the provinces of British Columbia, Alberta, Quebec and Ontario, in the United States pursuant to exemptions 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 about February 20, 2026 or such other date as agreed upon between the Company and the Lead Agent (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 under applicable Canadian securities laws.
It is anticipated that certain insiders of the Company and affiliates of the Lead Agent may acquire Shares in the Offering in amounts up to approximately 50% of the Offering. Any participation by related parties (as such term is defined under MI 61-101 (as defined below)) of the Company in the Offering will constitute a "related party transaction" as defined under Multilateral Instrument 61-101 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 Shares subscribed for by the related parties, nor the consideration for the Shares paid by such related parties, is expected to exceed 25% of the Company's market capitalization.
In connection with the Offering, the Company will pay the Lead Agent a cash agency fee equal to 8% of the aggregate gross proceeds of the Offering, and issue to (or at the direction of) the Lead Agent, broker warrants ("Broker Warrants") equal to 8% of the number of Shares 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 following closing of the Offering. On closing of the Offering, the Company will also pay the Lead Agent a corporate finance fee equal to 5% of the aggregate gross proceeds of the Offering, payable by the issuance of Shares at the Issue Price.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. 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, or for account or benefit of, U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available. "United States" and "U.S. person" have the meaning ascribed to them in Regulation S under the U.S. Securities Act.
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.
Forward-Looking Statements
The information contained herein contains "forward-looking information" within the meaning of applicable Canadian securities legislation. "Forward-looking information" includes, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, including, without limitation, statements with respect to, the completion of the Offering; the expected gross proceeds of the Offering; the use of proceeds from the Offering; the anticipated date for closing of the Offering; and the receipt of all necessary regulatory and other approvals, including approval of the CSE. Generally, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof.
Such forward-looking information is based on numerous assumptions, including among others, that the results of planned exploration activities are as anticipated, the price of commodities, the anticipated cost of planned exploration activities, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms, that third party contractors, equipment and supplies and governmental and other approvals required to conduct the Company's planned exploration activities will be available on reasonable terms and in a timely manner. Although the assumptions made by the Company in providing forward-looking information are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.
Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual events or results in future periods to differ materially from any projections of future events or results expressed or implied by such forward-looking information or statements, including, among others: negative operating cash flow and dependence on third party financing; uncertainty of additional financing; no known current mineral resources or reserves; the limited operating history of the Company; aboriginal title and consultation issues; reliance on key management and other personnel; actual results of exploration activities being different than anticipated; changes in exploration programs based upon results; availability of third party contractors; availability of equipment and supplies; failure of equipment to operate as anticipated; accidents; effects of weather and other natural phenomena and other risks associated with the mineral exploration industry; environmental risks; exchange rate risks; changes in laws and regulations; community relations and delays in obtaining governmental or other approvals and the risk factors with respect to the Company set out in the Company's filings with the Canadian securities regulators and available under the Company's profile on SEDAR+ at www.sedarplus.ca.
Not for distribution to U.S. newswire services or for release, publication, distribution or dissemination, directly or indirectly, in whole or in part, into the United States
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/281246
