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Kuya Silver Corporation (CSE: KUYA) (OTCQB: KUYAF) (FSE: 6MR1) (the "Company" or "Kuya Silver") announces an amendment to its non-brokered private placement previously announced July 24, 2025 of a minimum of 10,000,000 units and up to a maximum of 20,000,000 units of the Company (each, a "Unit") at a price of CAD$0.50 per Unit for aggregate gross proceeds of a minimum of CAD$5,000,000 and up to a maximum of CAD$10,000,000 (the "Offering"). The Offering is being completed pursuant to the amendments to National Instrument 45-106 — Prospectus Exemptions set forth in Part 5A thereof (the "LIFE Exemption") to purchasers resident in Canada, except Québec, and such other jurisdictions outside of Canada in compliance with applicable securities laws of those jurisdictions. The Company has filed a Form 45-106F19 offering document dated July 24, 2025 as amended on August 13, 2025 (the "Offering Document") related to the Offering that can be accessed under Kuya Silver's profile at www.sedarplus.ca and on the Company's website https:www.kuyasilver.com. Prospective investors should read the Offering Document before making an investment decision.
Each Unit will consist of one common share in the capital of the Company (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional Common Share at an exercise price of CAD$0.65 per Common Share for a period of 36 months from the date of issuance. The Units issued in the Offering will not be subject to any statutory hold period under applicable Canadian securities laws, subject to limitations prescribed by the LIFE Exemption.
The Company has amended the compensation payable in connection with the Offering and will only compensate finders eligible and qualified under Canadian securities laws. The compensation is comprised of a cash commission of up to 4.0% on total proceeds received from subscribers introduced to the Company by eligible finders and non-transferable Common Share purchase warrants (each, a "Finder's Warrant") equal to up to 4.0% of the total Units issued to subscribers introduced to the Company by eligible finders. Each Finder's Warrant will entitle the holder to acquire one Common Share at an exercise price of CAD$0.50 per Common Share for a period of 36 months from the date of issuance. Securities issued to eligible finders will be subject to a statutory hold period expiring 4 months and 1 day after issuance in accordance with the policies of the Exchange and applicable Canadian securities laws.
The Company intends to use the net proceeds from the Offering for exploration and development expenses for the Company's Bethania project and general working capital purposes, as more specifically detailed in the Offering Document.
The Offering may close in multiple tranches, with the first tranche closing now expected to occur on or around August 14, 2025, or such later date as the Company may determined and the final closing to occur no later than September 7, 2025. The Offering is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the Exchange.
The securities issued pursuant to the Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
The Company also announces the engagement of ECM Capital Advisors Inc. ("ECM") of which Mr. Eugene C. McBurney, a director of Kuya Silver, is the Managing Partner. ECM will support the Company with financing and market advisory services.
Mr. McBurney, B.A., M.A., LL.B., LL.D., brings over 25 years of international investment banking experience, establishing him as a trusted advisor, especially in the global mining sector. Mr. McBurney has a notable history of leading landmark transactions in natural resources, demonstrating his capability to deliver strategic outcomes for his clients. Additionally, he has extensive investment banking experience throughout the Caribbean and Latin America, with a special emphasis on Colombia.
ECM's engagement is for a three-year term, unless earlier terminated at the election of either Kuya Silver or ECM, with ECM receiving a fee of $350,000 upon the successful completion of a financing with minimum proceeds of $5,000,0000. Notwithstanding the above, any fees payable to ECM in connection with this Offering will be subject to compliance with all applicable securities laws and applicable regulatory authorities.
About Kuya Silver Corporation
Kuya Silver is a Canadian‐based, growth-oriented mining company with a focus on silver. Kuya Silver operates the Bethania silver mine in Peru, while developing district-scale silver projects in mining-friendly jurisdictions including Peru and Canada.
For more information, please contact:
David Stein, President and Chief Executive Officer
Telephone: (604) 398‐4493
info@kuyasilver.com
www.kuyasilver.com
Reader Advisory
This press release may contain statements which constitute "forward-looking information", including statements regarding the plans, intentions, beliefs and current expectations of the Company, its directors, or its officers with respect to the size and terms of the Offering, closing of the Offering in one or more tranches, the anticipated use of proceeds from the Offering, and the ability of the Company to obtain requisite approvals for the Offering. The words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions, as they relate to the Company, or its management, are intended to identify such forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future business activities or performance and involve risks and uncertainties, and that the Company's future business activities may differ materially from those in the forward-looking statements as a result of various factors. Such risks, uncertainties and factors are described in the periodic filings with the Canadian securities regulatory authorities, including the Company's quarterly and annual Management's Discussion & Analysis, which may be viewed on SEDAR+ at www.sedarplus.ca. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results to not be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forward-looking statements other than as may be required by applicable law.
Neither the Canadian Securities Exchange nor the Canadian Investment Regulatory Organization accepts responsibility for the adequacy or accuracy of this press release.
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