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Tier One Silver Inc. (TSXV: TSLV,OTC:TSLVF) (OTCQB: TSLVF) (FSE: TOV0) ("Tier One" or the "Company") is pleased to announce that it has engaged 3L Capital Inc. ("3L") as lead agent and on behalf of any other approved agents (collectively the "Agents"), to offer on a best efforts private placement basis (the "Offering") common equity units of the Company (each, a "Unit"). The Units will be offered at a price of C$0.07 per Unit (the "Issue Price") for minimum gross proceeds of C$12 million and a maximum of C$17 million subject to the over-allotment option described below. Each Unit consists of one common share of the Company (a "Share") and one full common share purchase warrant of the Company (a "Warrant"). Each Warrant is exercisable to purchase one Share of the Company at a price of C$0.15 for three years from the completion of the Offering, which is targeted for early September 2026. The Company has granted the Agents the option to offer for sale up to an additional C$8.5 million worth of Units at the Issue Price (the "Over-Allotment Option"), exercisable in whole or in part, at any time until 48 hours prior to the closing of the Offering. In the event that the Over-Allotment Option is exercised in full, the maximum size of the Offering would be C$25.5 million.
The Company plans to use US$1.8 million of the minimum net proceeds of the Offering to fund the initial purchase payment requirements of the 70% control share purchase option of Compañía Minera Ruta de Cobre S.A. (the "RDC Conditional Share Purchase"), the letter of intent in respect of which was announced June 29, 2026. The Ruta de Cobre ("RDC") copper-molybdenum project, located in Azuay Province, Ecuador, is one of South America's largest greenfield mineral projects. The remaining net proceeds of the financing will be used to establish Ecuadoran exploration operations, commence the first phase of exploration at RDC and provide working capital. Amounts raised in excess of the C$12 million minimum will be used to accelerate exploration, and for additional working capital.
In accordance with Canadian securities laws, the Shares, Warrants and any Shares issued on exercise of the Warrants will be subject to a four-month and one day hold period in Canada from the date of closing of the Offering (and from the applicable later date for any tranches that may be closed after the initial closing where the minimum has been achieved). 3L will act as lead agent and sole bookrunner in consideration of a 7% cash fee and 7% compensation warrant coverage, exercisable at the Issue Price for a period of three years from the closing of the Offering. Closing of the Offering is conditional on concurrent execution and closing of the RDC Conditional Share Purchase. Both transactions remain subject to customary closing conditions including receipt of subscription agreements, professional opinions and TSX Venture Exchange approval. It is possible that insiders of the Company may participate in the Offering relying on the exemption from the formal valuation and minority shareholder approval requirements of Canadian Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of any securities issued to nor the consideration paid by such person will exceed 25% of the Company's market capitalization.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the 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 any State in which such offer, solicitation or sale would be unlawful.
ON BEHALF OF THE BOARD OF DIRECTORS OF Tier One Silver Inc.
Peter Dembicki
President, CEO and Director
For further information on Tier One Silver Inc., please contact the Company at (778) 729-0700 or visit the Company's website: www.tieronesilver.com.
About Tier One Silver Inc.
Tier One Silver is an exploration company focused on creating value for shareholders and stakeholders through the discovery of world-class silver, gold and base metal deposits in South America. The Company's management and technical teams have a strong track record in raising capital, discovery and monetization of exploration success. With the closing of the RDC Conditional Share Purchase, the Company's exploration assets will include RDC, which will now be the Company's flagship project, and its Peruvian high-grade Curibaya project. For more information, visit www.tieronesilver.com.
Forward-Looking Information and General Cautionary Language
This news release contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation (collectively, "forward-looking statements") that relate to the Company's current expectations and views of future events. Forward-looking statements are not historical facts and therefore may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be heavily relied upon. These statements speak only as of the date of this news release. In particular and without limitation, this news release contains forward-looking statements in regard to the Offering including the likelihood of success, completion timing, amount and use of proceeds, as well as the likelihood of concurrent closing of the RDC Conditional Share Purchase and fulfilling all closing conditions for both.
Readers should refer to the risks discussed in the Company's continuous disclosure filings with the Canadian Securities Administrators available at www.sedarplus.ca.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/309590
