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Rio Silver Inc. ("Rio Silver" or the "Company") (TSX.V: RYO,OTC:RYOOD) (OTC: RYOOF), announces it has received "Conditional Approval" from the TSX Venture Exchange to close its upsized non-brokered private placement, as described in the company's press release dated Sept. 25, 2025, for aggregate gross proceeds of $2,200,000.
The offering involved the issuance of 22,000,000 units at a price of 10 cents per unit for gross proceeds to the company of $2,200,000. Each unit consists of one common share and one non-transferable warrant. Each whole warrant is exercisable into one common share at 15 cents per share for three years from closing. If, following the final closing date of the private placement, the company's common shares close at or above 25 cents on the TSX Venture Exchange (or such other exchange on which the shares may trade) for 15 consecutive trading days, the company may accelerate the warrant expiry date by issuing a news release. The warrants would then expire 30 days from the date of that notice.
In connection with the offering and subject to compliance with applicable laws and TSX-V approval, the company will pay finders' fees or commissions of $74,520.00. and issued an aggregate of 745,200 non-transferable common share purchase warrants to arm's-length finders of the company, the "brokers warrants", in consideration for locating purchasers to participate in the offering, with each warrant entitling the holder to acquire one common share of the company at an exercise price of 15 cents also for a period of 3 years from the date of exchange acceptance
The gross proceeds from the issue and sale of the units, excluding warrant proceeds, will be used to acquire and advance certain exploration / exploitation projects in south central Peru, for general working capital purposes and for settlement of debt.
The securities issued in connection with the offering are subject to a four-month hold from the date of exchange acceptance, under applicable Canadian securities laws. The offering is subject to the final approval of the TSX Venture Exchange.
Other News
Rio Silver is anticipating exchange approval on the acquisition of the Maria Norte Au-Ag-Pb-Zn project, amended and news released on September 17, 2025, in the coming days.
About Rio Silver
Rio Silver is a resource development company that has been selectively identifying and acquiring precious metal assets that are anticipated to produce near term cashflow to best assist the Company's exploration / development plans, in a non-dilutive, shareholder friendly way. We remain ever impressed and optimistic by the resilience and ingenuity of our host country as Peru continues to endorse supportive mining policies and continued growth, as evident by the tremendous investment being witnessed throughout Peru.
We seek safe harbour.
ON BEHALF OF THE BOARD OF DIRECTORS OF Rio Silver INC.
Chris Verrico
Director, President and Chief Executive Officer
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
For further information,
Christopher Verrico, President, CEO
Tel: (604) 762-4448
Email: chris.verrico@riosilverinc.com
Website: www.riosilverinc.com
This news release includes forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required by applicable laws.
