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TORONTO, ON TheNewswire - September 11, 2025 Silver Crown Royalties Inc. ( Cboe : SCRI,OTC:SLCRF, OTCQX : SLCRF, BF : QS0) (" Silver Crown ", " SCRi ", or the " Company ") is pleased to provide an update with respect to the previously announced private placement.
The offering, originally contemplated to be non-brokered, will now be a brokered private placement offering (the " Offering ") pursuant to an agreement with Centurion One Capital Corp., acting as lead agent and sole bookrunner (the " Lead Agent ") to raise up to $2,000,000 through the sale of up to 363,636 units (each, a " Unit ") at an issue price of $5.50 per Unit on a commercially reasonable efforts basis (the " Offering Price ").
Each Unit shall consist of one common share in the capital of the Company (a " Share ") and one common share purchase warrant (a " Warrant "). Each Warrant shall entitle the holder to purchase one Share at a price of $8.25 for a period of 36 months from the closing date (as defined herein). The Warrants will be subject to an acceleration right (the " Warrant Acceleration Right ") if, on any thirty (30) consecutive trading days, beginning on the date that is the closing date, the daily volume weighted average trading price of the Share is greater than $11.00. If the Company exercises its Warrant Acceleration Right, the new expiry date of the Warrants will be the 30th day following the notice of such exercise. In addition, the Company will grant the Lead Agent an option to sell up to an additional 54,545 Units at the Offering Price to raise additional gross proceeds of up to $300,000 (the " Agent's Option ") on the same terms and conditions as set out herein. The Agent's Option is exercisable in whole or in part at any time, up to the closing date.
The gross proceeds of the Offering will be used to fund the final tranches of two of the Company's existing silver royalties, as well as general working capital.
It is anticipated that certain insiders of the Company and Lead Agent may acquire Units in the Offering in amounts up to approximately 25% of the Offering. Any participation by insiders in the Offering will constitute a related party transaction, as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. 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.
In connection with the Offering, commissions will be payable in accordance with the policies of the Cboe Canada exchange.
The Offering is expected to close on or about September 26, 2025, or such other date as agreed upon between the Company and the Lead Agent, and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the Cboe Canada exchange.
The Units will be offered for sale by way of private placement pursuant to the listed issuer financing exemption under section 5A.2 of National Instrument 45-106 – Prospectus Exemptions, as modified by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the " Listed Issuer Financing Exemption ") in British Columbia, Alberta and Ontario, in the United States pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, 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 securities issued under the Listed Issuer Financing Exemption will not be subject to a statutory hold period pursuant to applicable Canadian securities laws.
There is an amended offering document (the " Amended Offering Document ") related to this Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at silvercrownroyalties.com. Prospective investors should read this Amended Offering Document before making an investment decision.
The securities described herein have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
ABOUT Silver Crown Royalties INC.
Founded by seasoned industry professionals, Silver Crown Royalties ( Cboe: SCRI | OTCQX: SLCRF | FRA: QS0) is a publicly traded silver royalty company dedicated to generating free cash flow. Silver Crown (SCRi) currently holds five silver royalties. Its business model offers investors exposure to precious metals, providing a natural hedge against currency devaluation while mitigating the adverse effects of production-related cost inflation. SCRi strives to minimize the economic burden on mining projects while simultaneously maximizing shareholder returns. For further information, please contact:
Peter Bures, Chairman and CEO
Telephone: (416) 481-1744
Email: pbures@silvercrownroyalties.com
About Centurion One Capital
Centurion One Capital (" Centurion One ") is the premier independent Investment Banking firm dedicated to fueling the growth and success of growth companies in North America. With an unwavering commitment to delivering comprehensive financial solutions and strategic guidance, Centurion One is a trusted strategic partner and catalyst to propel issuers to unlock their full potential. Their team comprises seasoned professionals who combine extensive financial expertise with deep knowledge of various sectors. Their 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 their core values of respect, integrity, commitment, excellence in execution, and uncompromising performance. They make principal investments, drawing on the time-honored principles of merchant banking, where aligned incentives forge enduring partnerships. Centurion One: A superior approach to investment banking.
FORWARD-LOOKING STATEMENTS
This release contains certain "forward looking statements" and certain "forward-looking information" as defined under applicable Canadian and U.S. securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "should", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. The forward-looking information contained herein is provided for the purpose of assisting readers in understanding management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. Forward-looking statements and information include, but are not limited to, statements regarding the completion of the Offering, the anticipated gross proceeds, the intended use of such proceeds, the timing of the closing, and the receipt of regulatory approvals.
Forward-looking statements and information are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that, while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual actions, events or results to be materially different from those expressed or implied by such forward-looking information, including but not limited to: the impact of general business and economic conditions; the absence of control over mining operations from which SCRi will purchase gold and other metals or from which it will receive royalty payments and risks related to those mining operations, including risks related to international operations, government and environmental regulation, delays in mine construction and operations, actual results of mining and current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined; accidents, equipment breakdowns, title matters, labor disputes or other unanticipated difficulties or interruptions in operations; SCRi's ability to enter into definitive agreements and close proposed royalty transactions; the inherent uncertainties related to the valuations ascribed by SCRi to its royalty interests; problems inherent to the marketability of gold and other metals; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; industry conditions, including fluctuations in the price of the primary commodities mined at such operations, fluctuations in foreign exchange rates and fluctuations in interest rates; government entities interpreting existing tax legislation or enacting new tax legislation in a way which adversely affects SCRi; stock market volatility; regulatory restrictions; liability, competition, the potential impact of epidemics, pandemics or other public health crises on SCRi's business, operations and financial condition, loss of key employees. SCRi has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. SCRi undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available.
This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities of the Company in Canada, the United States or any other jurisdiction. Any such offer to sell or solicitation of an offer to buy the securities described herein will be made only pursuant to subscription documentation between the Company and prospective purchasers. Any such offering will be made in reliance upon exemptions from the prospectus and registration requirements under applicable securities laws, pursuant to a subscription agreement to be entered into by the Company and prospective investors. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.
CBOE CANADA DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.
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