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Silver47 Exploration Corp. (TSXV: AGA) ("Silver47" or the "Company") is pleased to announce that it intends to complete a non-brokered private placement of units of the Company (the "Units"), at a price of $0.50 per Unit, for aggregate gross proceeds of up to $3 million (the "Private Placement").
Each Unit will consist of one common share in the capital of the Company (each, a "Common Share") and one-half of one Common Share purchase warrant of the Company (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share (each a "Warrant Share") at a price of $0.75 per Warrant Share for a period of 36 months after the closing date of the Private Placement.
The Private Placement is expected to close on or about March 12, 2025, or on any other date or dates as the Company may determine. Closing of the Private Placement is subject to receipt of conditional acceptance from the TSX Venture Exchange ("TSXV"). The Units issued under the Private Placement, and the underlying securities, will be subject to certain resale restrictions such as a hold period of four months and a day from the closing date.
Insiders plan to participate in the Private Placement and the participation of insiders will be considered a related party transaction subject to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that participation in the Private Placement by insiders will not exceed 25% of the Company's market capitalization.
Net proceeds from the Private Placement will be used to advance exploration drilling at the Red Mountain Project in Alaska and general corporate purposes. The Company may pay certain finders a fee in connection with the sale of Units to purchasers introduced to the Company by such finders. The Company reserves the right to increase the size of the Private Placement to $5 million in the context of the market.
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 securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold in the "United States" or to "U.S. persons" (as such terms are defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
About Silver47 Exploration Corp.
Silver47 wholly-owns three silver and critical metals (polymetallic) exploration projects in Canada and the US. The Flagship Red Mountain silver-gold-zinc-copper-lead VMS-SEDEX project in southcentral Alaska hosts a NI 43-101 inferred mineral resource estimate of 15.6Mt at 7% ZnEq for 1Mt of ZnEq or 335.7 g/t AgEq for 168.6 Moz AgEq at the Dry Creek (DC) and West Tundra Flats (WTF) resource areas as combined open pit and underground. Silver47 shares trade on the TSXV under the ticker symbol AGA. For more information about Silver47, please visit our website at www.silver47.ca.
On Behalf of the Board of Directors
Mr. Gary R. Thompson, Director and CEO
info@silver47.ca
403-870-1166
No securities regulatory authority has either approved or disapproved of the contents of this release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
FORWARD-LOOKING STATEMENTS
Information set forth in this news release may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, including statements relating to the approval of the TSXV, use of proceeds from the Private Placement and the Closing Date or other similar expressions and all statements, other than statements of historical fact included herein. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the risks relating to the Company's failing to obtain the requisite regulatory (including the TSXV) approvals for the engagement of High Tide on the terms described in the Contractor's Agreement and the additional risks identified in the Company's long form prospectus dated October 25, 2024 filed under its issuer profile on SEDAR+ and other reports and filings with the TSXV and applicable Canadian securities regulators. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.
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