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Tier One Silver Inc. (TSXV: TSLV,OTC:TSLVF) (OTCQB: TSLVF) ("Tier One" or the "Company") is pleased to announce that it has completed the first tranche of its previously announced upsized non-brokered private placement (the "Offering") by issuing 41,488,000 units at C$0.08 per unit for gross proceeds to the Company of C$3,319,040. Each Unit consists of one common share (a "Share") and one full common share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder thereof to purchase one common share of the Company at a price of C$0.11 at any time on or before September 11, 2028.
A second and final tranche of the Offering is expected to close on or about September 16, 2025, subject to the receipt of funds and subscription agreements. The proposed use of proceeds from the Offering is to fund exploration at Curibaya, new project investigation and general working capital.
In connection with the closing of the first tranche of the Offering, the Company paid cash finders' fees of C$205,173 and issued 2,564,660 non-transferable finders' warrants. Each finder's warrant is exercisable on the same terms as the unit warrants as noted above. In addition, on the closing of the second and final tranche, the Company intends to pay a corporate finance fee to a registrant who acted as financial advisor and administrator in relation to the Offering.
In accordance with applicable securities laws, the Shares, Warrants and any additional Shares issued on exercise
of the Warrants are subject to a four-month and one day hold period in Canada from the date of issuance, which for the first tranche expires January 12, 2026. The Warrants issued to certain of the investors contain a restriction precluding their exercise to the extent that the holder would as a consequence of exercise exceed 9.99% of issued shares. Accordingly, no new insiders will result from the Offering. Final approval by the TSX Venture Exchange is expected upon filing standard documentation.
The securities issued pursuant to the Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. 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 in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
About Tier One Silver
Tier One Silver is an exploration company focused on creating value for shareholders and stakeholders through the discovery of world-class silver, gold and copper deposits in South America. The Company is focused on its flagship exploration project, Curibaya, but continues to investigate other potential projects of merit. The Company's management and technical teams have a strong track record in raising capital, discovery and monetization of exploration success.
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
Capital Markets Contact:
Julia Becker
Julia.becker@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 in connection with the Offering. 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 size and closing of a second tranche, the use of proceeds of the Offering, and receipt of regulatory approval.
Readers should refer to the risks discussed in the Company's Annual Information Form and Management's Discussion & Analysis for the year ended December 31, 2023, and subsequent 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.
This news release is not for distribution to U.S. newswire services for dissemination
in the United States
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/266135
