Toronto, Ontario – January 5, 2023 – Nevada Silver Corporation (“NSC”, or the “Company”) (TSX.V: NSC, OTCQB: NVDSF) is pleased to announce the completion of its previously announced reasonable “best efforts” marketed private placement (the “Offering”). A total of 21,212,000 common shares (the “Common Shares”) were sold at a price of $0.15 per Common Share and a total of 21,212,000 common share purchase warrants (the “Warrants”) were sold at a price of $0.015 per Warrant for combined gross proceeds of approximately $3.5 million. Each Warrant is exercisable to acquire one common share of the Company at a price of $0.25 per share until January 5, 2025. The expiry date of the Warrants will accelerate in the event the volume weighted average trading price of the Common Shares on the TSX Venture Exchange is equal to or exceeds $0.30 per Common Share for a period of 20 consecutive trading days (an “Acceleration Event”). If an Acceleration Event occurs, the Warrants will expire 30 days after notice of such Acceleration Event.
Cormark Securities Inc. (the “Agent”) acted as sole agent in connection with the Offering. The Offering also included certain subscribers who settled directly with the Company (the “Direct Settlers”). The net proceeds from the Offering will be used by the Company in the manner set forth in the Company’s Form 45-106F19 Listed Issuer Financing Document dated December 12, 2022, which was prepared in connection with the Offering and was filed under the Company’s profile on www.SEDAR.com and on the Company’s website at https://nevadasilvercorp.com.
In connection with the Offering, the Agent received a cash commission equal to $230,133.75 (excluding proceeds derived from the sale of Common Shares and Warrants to Direct Settlers). In addition to the cash commission, the Agent received 1,394,750 non-transferrable compensation options (the “Compensation Options”), which entitle the Agent to purchase common shares of the Company at a price of $0.165 per share, which may be exercised at any time and from time to time until January 5, 2025.
The Offering included subscriptions from insiders of the Company for an aggregate of 768,167 Common Shares and 768,167 Warrants. This participation by insiders of the Company constitutes “related party transactions” within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). For these transactions, the Company has relied on the exemption from the formal valuation requirements contained in Section 5.5(a) of MI 61-101 and has relied on the exemption from the minority shareholder requirements contained in Section 5.7(1)(a) of MI 61-101.
Except for the Common Shares, all securities issued in connection with the Offering are subject to a statutory hold period in accordance with applicable Canadian securities laws until May 6, 2023. The Common Shares and Warrants were sold pursuant to private placement exemptions available in Canada and certain foreign jurisdictions. The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the final approval of the TSXV.
This press release is not an offer of securities for sale in the United States. The securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended, or an exemption from such registration. The Company has not registered and will not register the securities under the U.S. Securities Act of 1933, as amended. The Company does not intend to engage in a public offering of its securities in the United States.
About Nevada Silver Corporation
Nevada Silver Corporation (TSXV: NSC) (OTCQB: NVDSF) is a multi-commodity resource company with two exploration projects in the USA. NSC’s principal asset is the Corcoran Silver-Gold Project in Nevada. In addition, NSC has management and ownership rights over the Emily Manganese Project in Minnesota, which has been the subject of considerable technical studies, with US$24 million invested to date. Both Corcoran and Emily have been the subject of National Instrument 43-101 compliant mineral resource estimates.
For further information, please contact:
Nevada Silver Corporation
Group CEO & Director
T: +1 (657) 846 5299
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 contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. Forward-looking information is generally identifiable by use of the words “believes,” “may,” “plans,” “will,” “anticipates,” “intends,” “could”, “estimates”, “expects”, “forecasts”, “projects” and similar expressions, and the negative of such expressions.
Forward-looking statements in this news release include, but are not limited to, statements with respect to the terms of the Offering, the anticipated use of proceeds, the completion of the Offering and the estimated Closing Date. These statements address future events and conditions and so involve inherent risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Such risks include, but are not limited to, the failure to complete the Offering in the timeframe and on the terms as anticipated by management, market conditions and the ability to obtain all necessary regulatory approvals. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances at the date such statements are made. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information.
All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events, or developments, except as required by law.