Silver47 Announces Closing of $23 Million Brokered LIFE Financing, Including Full Exercise of the Over-Allotment Option

Silver47 Exploration Corp. (TSXV: AGA,OTC:AAGAF) (OTCQB: AAGAF) (‘Silver47’ or the ‘Company’) is pleased to announce the closing of its previously announced brokered private placement (the ‘Offering’) of units (each, a ‘Unit’) at a price of $0.70 per Unit for aggregate gross proceeds of $23,000,460, including the full exercise of the over-allotment option.

The Offering was led by Research Capital Corporation, as lead agent and sole bookrunner, on behalf of a syndicate of agents, including Eventus Capital Corp. and Haywood Securities Inc. (collectively, the ‘Agents‘).

Each Unit is comprised of one common share of the Company (a ‘Common Share‘) and one-half of one Common Share purchase warrant (each whole warrant, a ‘Warrant‘). Each Warrant is exercisable to acquire one Common Share at a price of $1.00 per Common Share until September 16, 2028.

The Company intends to use the net proceeds of the Offering for further exploration work on the Company’s projects and for general working capital purposes.

The Units were sold in reliance on the ‘listed issuer financing exemption’ from the prospectus requirement available 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 Exemptions (the ‘Listed Issuer Financing Exemption‘). The securities sold under the Listed Issuer Financing Exemption, including securities issuable upon exercise thereof, are not subject to a hold period in accordance with applicable Canadian securities laws, other than those sold to a director of the Company which are subject to a hold period expiring on January 17, 2026 in accordance with the policies of the TSXV Venture Exchange (the ‘Exchange‘).

In consideration for the services provided by the Agents in connection with the Offering, Silver47 paid to the Agents an aggregate cash commission of $1,193,175 and issued to the Agents an aggregate of 1,704,536 broker warrants of the Company (the ‘Broker Warrants‘). Each Broker Warrant is exercisable to acquire one Common Share at a price of $0.70 per Common Share until September 16, 2028. In addition, the Company paid an advisory fee of $179,342.80 plus tax and issued 256,204 advisory warrants of the Company on the same terms as the Broker Warrants.

A director of Silver47 acquired 100,000 Units for gross proceeds of $70,000 pursuant to the Offering, and as such the Offering is considered a related party transaction within the meaning of Policy 5.9 of the TSXV Venture Exchange and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (‘MI 61-101‘). Neither Silver47, nor to the knowledge of Silver47 after reasonable inquiry, a related party, has knowledge of any material information concerning Silver47 or its securities that has not been generally disclosed. Silver47 has relied on exemptions from the formal valuation and minority approval requirements of sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation, based on a determination that the fair market value of the participation in the Offering by the insider will not exceed 25% of the market capitalization of the Silver47, as determined in accordance with MI 61-101. Silver47 did not file a material change report more than 21 days before the expected closing of the Offering because the details of the participation therein by a related party of Silver47 were not settled until shortly prior to closing of the Offering and the parties wished to close on an expedited basis for business reasons.

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 of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. 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 within the United States or to, or for account or benefit of, U.S. Persons (as 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 Exploration Corp. is a mineral exploration company, focused on uncovering and developing silver-rich deposits in North America. The Company is creating a leading high-grade US-focused silver developer with a combined resource totaling 236 Moz AgEq at 334 g/t AgEq inferred and 10 Moz at 333 g/t AgEq Indicated. With operations in Alaska, Nevada and New Mexico, Silver47 is anchored in America’s most prolific mining jurisdictions. For detailed information regarding the Company’s properties, please refer to the technical reports and other filings available on the Company’s profile on SEDAR+ at www.sedarplus.ca.

For more information about the Company, please visit www.silver47.ca.

Follow us on social media for the latest updates:

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.

FORWARD-LOOKING STATEMENTS

This news release contains ‘forward-looking information’ within the meaning of applicable Canadian securities legislation. ‘Forward-looking information’ includes, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, including, without limitation, the intended use of the net proceeds of the Offering, and the anticipated benefits and impacts of the Offering. Generally, but not always, forward-looking information and statements can be identified by the use of words such as ‘plans’, ‘expects’, ‘is expected’, ‘budget’, ‘scheduled’, ‘estimates’, ‘forecasts’, ‘intends’, ‘anticipates’, or ‘believes’ or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results ‘may’, ‘could’, ‘would’, ‘might’ or ‘will be taken’, ‘occur’ or ‘be achieved’ or the negative connation thereof.

Such forward-looking information and statements are based on numerous assumptions, including among others, that the Company will receive final Exchange approval, the price of metals; the costs of exploration and development; the estimated costs of development of the Company’s projects; and the Company’s ability to operate in a safe and effective manner. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.

Important factors that could cause actual results to differ materially from the Company’s plans or expectations include, without limitation, risks relating to market conditions; timeliness of final Exchange approval; the risk that actual costs may exceed estimated costs; geological, mining and exploration technical problems; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); title to properties and management’s ability to anticipate and manage the foregoing factors and risks. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by 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 forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/266652