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Capitan Silver Corp. (TSXV: CAPT,OTC:CAPTF) (“Capitan” or the “Firm”) is happy to announce the closing of its beforehand introduced “purchased deal” non-public placement (the “Providing”) of an combination of 11,333,250 widespread shares of the Firm (the “Frequent Shares”) at a value of C$2.03 per Frequent Share for combination gross proceeds to the Firm of C$23,006,497.50, together with full train of the choice granted to the Underwriters (as outlined beneath).
Stifel Canada, as sole bookrunner and lead underwriter, along with TD Securities Inc., BMO Capital Markets and Canaccord Genuity Corp. (collectively, the “Underwriters“) acted as underwriters in reference to the Providing pursuant to the phrases of an underwriting settlement dated December 17, 2025.
The online proceeds of the Providing shall be used to fund exploration actions on the Firm’s Cruz de Plata gold-silver challenge and for working capital and basic company functions, as is extra totally described within the Amended and Restated Providing Doc (as outlined beneath).
In accordance with Nationwide Instrument 45-106 – Prospectus Exemptions (“NI 45-106“), the Frequent Shares have been issued to purchasers resident in sure provinces of Canada pursuant to the “listed issuer financing exemption” (the “Listed Issuer Financing Exemption“) underneath Half 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 – Exemptions from Sure Circumstances of the Listed Issuer Financing Exemption. Pursuant to the Listed Issuer Financing Exemption, the Frequent Shares issued pursuant to the Providing should not topic to a statutory maintain interval pursuant to relevant Canadian securities legal guidelines; offered, nonetheless, that the Frequent Shares issued pursuant to the Providing to sure insiders of the Firm are topic to a maintain interval pursuant to the insurance policies of the TSX Enterprise Change which can expire on April 18, 2026. The Frequent Shares have been additionally supplied in america or to, or for the account or advantage of, U.S. individuals by the use of non-public placement pursuant to exemptions from the registration necessities of america Securities Act of 1933, as amended (the “U.S. Securities Act“), and in jurisdictions exterior of Canada and america on a non-public placement or equal foundation, in every case in accordance with all relevant legal guidelines.
As consideration for his or her companies, the Firm paid the Underwriters an combination money fee of roughly C$1,372,473. The Providing is topic to ultimate acceptance of the TSX Enterprise Change.
Robert Scott, an insider of the Firm, an organization beneficially owned by Graham Scott, an insider of the Firm, Michael Gentile, an insider of the Firm, and Jupiter Gold & Silver Fund, an funding fund managed by Jupiter Funding Administration Restricted, an insider of the Firm (collectively, the “Associated Events“), subscribed for 10,000 Frequent Shares, 50,000 Frequent Shares, 100,000 Frequent Shares and 1,800,000 Frequent Shares, respectively, underneath the Providing on the identical phrases as arm’s size traders. The participation of the Associated Events within the Providing constitutes a “associated get together transaction” for the needs of Multilateral Instrument 61-101 – Safety of Minority Safety Holders in Particular Transactions (“MI 61-101“). The Firm is exempt from the necessities to acquire a proper valuation or minority shareholder approval in reference to the Providing in reliance on sections 5.5(b) and 5.7(1)(a), respectively, of MI 61-101, as no securities of the Firm are listed or quoted on the required markets and neither the honest market worth of the securities issued to the Associated Events nor the honest market worth of the consideration for the securities issued to the Associated Events exceeds 25% of the Firm’s market capitalization as calculated in accordance with MI 61-101. The Firm didn’t file a fabric change report greater than 21 days earlier than the anticipated cut-off date of the Providing because the aforementioned insider participation had not been confirmed at the moment and the Firm wished to shut the Providing as expeditiously as doable.
There may be an amended and restated providing doc (the “Amended and Restated Providing Doc“) associated to the Providing that may be accessed underneath the Firm’s issuer profile on SEDAR+ at www.sedarplus.ca and on the Firm’s web site at www.capitansilver.com.
This information launch doesn’t represent a suggestion to promote or a solicitation of a suggestion to purchase nor shall there be any sale of any of the securities in any jurisdiction during which such provide, solicitation or sale could be illegal, together with any of the securities in america. The securities described herein haven’t been, and won’t be, registered underneath the U.S. Securities Act or any state securities legal guidelines and is probably not supplied or offered inside america or to, or for account or advantage of, U.S. Individuals (as outlined in Regulation S underneath the U.S. Securities Act) until registered underneath the U.S. Securities Act and relevant state securities legal guidelines, or an exemption from such registration necessities is accessible.
About Capitan Silver Corp.
Capitan Silver is defining a brand new high-grade silver system at its Cruz de Plata challenge, situated within the coronary heart of Mexico’s main silver belt. The Firm is led by a confirmed and completed administration staff that has beforehand superior three initiatives into manufacturing, on time and on price range. The Firm has been diligent in sustaining a good share construction and has one of many tightest share buildings amongst its peer group, with the highest three shareholders proudly owning over 38% of the Firm’s share capital. Capitan Silver is totally funded and actively drilling at its Cruz de Plata Silver challenge.
ON BEHALF OF Capitan Silver Corp.
“Alberto Orozco”
Alberto Orozco, CEO
DISCLAIMER FOR FORWARD-LOOKING INFORMATION
Sure statements on this press launch could also be thought of forward-looking info. These statements could be recognized by way of forward-looking terminology (e.g., “count on”, “estimates”, “intends”, “anticipates”, “believes”, “plans”) and embrace statements concerning the proposed use of proceeds of the Providing and the timing and skill of the Firm to obtain vital approvals, together with the ultimate acceptance of the Providing from the TSX Enterprise Change. Such info entails recognized and unknown dangers — together with the shortcoming of the Firm to acquire vital approvals, the provision of funds, the outcomes of financing and exploration actions, the interpretation of exploration outcomes and different geological knowledge, or unanticipated prices and bills and different dangers recognized by Capitan in its public securities filings that will trigger precise occasions to vary materially from present expectations. Readers are cautioned to not place undue reliance on these forward-looking statements, which converse solely as of the date of this press launch.
Neither TSX Enterprise Change nor its Regulation Providers Supplier (as that time period is outlined in insurance policies of the TSX Enterprise Change) accepts accountability for the adequacy or accuracy of this launch.
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To view the supply model of this press launch, please go to https://www.newsfilecorp.com/launch/278377
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