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Silver Dollar Resources Inc. (CSE: SLV,OTC:SLVDF) (OTCQX: SLVDF) (FSE: 4YW) ("Silver Dollar" or the "Company") is pleased to announce the closing of its previously announced brokered private placement offering (the "Offering") of units of the Company (the "Units") at a price of $0.35 per Unit for aggregate gross proceeds of $5,900,000.
The Offering was led by Research Capital Corporation as the sole agent and sole bookrunner (the "Agent").
Each Unit consists of one common share of the Company (each, a "Unit Share") and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one common share of the Company (each, a "Warrant Share") at a price of $0.45 until October 3, 2028.
The Company intends to use the net proceeds from the Offering for exploration activities on the La Joya Silver Project in Durango, Mexico, the Ranger-Page Ag-Pb-Zn Project in Idaho's Silver Valley and for general working capital purposes.
As part of the Offering, 14,000,000 Units ("LIFE Units") were sold to purchasers pursuant to the Listed Issuer Financing Exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Listed Issuer Financing Exemption"), in British Columbia, Ontario, Alberta, Nova Scotia, Manitoba and other qualifying jurisdictions, including the United States. In addition, 2,857,150 Units ("Accredited Investor Units") were sold to accredited investors under the accredited investor exemption in Ontario. The LIFE Units offered are immediately "free-trading" under applicable Canadian securities laws. Unless permitted under securities legislation, the Accredited Investor Units cannot be traded before February 4, 2026.
Mr. Eric Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him, acquired 2,857,150 Units at $0.35 per Unit for total consideration of $1,000,002.50. Prior to the Offering, Mr. Sprott beneficially owned or controlled 10,021,241 common shares and 1,500,000 warrants representing approximately 17.7% of the outstanding shares on a non-diluted basis and approximately 19.8% on a partially diluted basis assuming the exercise of such warrants. Following the completion of the Offering, Mr. Sprott beneficially owns and controls 12,878,391 common shares and 4,356,150 warrants representing approximately 17.5% of the outstanding Shares on a non-diluted basis and 22.1% on a partially-diluted basis assuming the exercise of such warrants.
The Units were acquired by Mr. Sprott for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities of the Company including on the open market or through private acquisitions or sell securities of the Company including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.
Mr. Sprott is an existing insider of the Company, and as such, his participation in the private placement is a related-party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to related-party transactions under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the Units purchased on behalf of Mr. Sprott nor the consideration paid by him exceeds 25 per cent of the Company's market capitalization.
A copy of Mr. Sprott's early warning report will appear on Silver Dollar's profile on SEDAR+ and may also be obtained by calling Mr. Sprott's office at (416) 945-3294 (1106-7 King Street East, Toronto, ON, M5C 3C5).
In connection with the Offering, the Company paid to the Agent a cash commission of $347,343.15 and issued to the Agent 992,409 broker warrants (the "Broker Warrants"). Each Broker Warrant entitles the holder thereof to acquire one Common Share at a price of $0.35 per Common Share at any time until October 3, 2028.
None of the securities sold under the Offering have been and will not be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news 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 any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Silver Dollar Resources Inc.
Silver Dollar is a dynamic mineral exploration company focused on two of North America's premier mining regions: Idaho's prolific Silver Valley and the Durango-Zacatecas silver-gold belt. Our portfolio includes the advanced-stage Ranger-Page and La Joya projects, as well as the early-stage Nora project. The Company's financial backers include renowned mining investor Eric Sprott, our largest shareholder. Silver Dollar's management team is committed to an aggressive growth strategy and is actively reviewing potential acquisitions with a focus on drill-ready projects in mining-friendly jurisdictions.
For additional information, you can visit our website at silverdollarresources.com, download our investor presentation, and follow us on X at x.com/SilverDollarRes.
ON BEHALF OF THE BOARD
Signed "Gregory Lytle"
Gregory Lytle,
President, CEO & Director
Silver Dollar Resources Inc.
Direct line: (604) 839-6946
Email: greg@silverdollarresources.com
179 - 2945 Jacklin Road, Suite 416
Victoria, BC, V9B 6J9
Cautionary Note Regarding Forward Looking Information
This news release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, timing, assumptions or expectations of future performance, including, without limitation, the anticipated use of the net proceeds of the Offering are forward-looking statements and contain forward-looking information. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should" or "would" or occur.
Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release, including, among other things, that the Company will use the net proceeds of the Offering as anticipated. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important risks that may cause actual results to vary, include, without limitation, that the Company will not use the net proceeds of the Offering as anticipated.
Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, 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 should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.
Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/269016
