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Silver Mountain Resources Inc (2)
Symbol AGMR
Shares Issued 45,173,756
Close 2025-11-18 C$ 2.51
Market Cap C$ 113,386,128
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Silver Mountain closes $29.9M bought deal offering

2025-11-18 20:00 ET - News Release

Mr. Alvaro Espinoza reports

SILVER MOUNTAIN RESOURCES CLOSES PREVIOUSLY-ANNOUNCED UPSIZED "BOUGHT DEAL" PUBLIC OFFERING FOR APPROXIMATELY $30 MILLION, INCLUDING FULL EXERCISE OF OVER-ALLOTMENT OPTION

Silver Mountain Resources Inc. has completed its previously announced prospectus offering of units of the company. The offering was completed on a bought deal basis pursuant to an underwriting agreement dated Nov. 12, 2025, as amended on Nov. 17, 2025, among the company and a syndicate of underwriters comprising Velocity Capital Partners, as sole bookrunner, and as co-lead underwriters SCP Resource Finance LP together with Research Capital Corp. and Stifel Nicolaus Canada Inc. Pursuant to the offering, the company issued an aggregate of 11.5 million units at a price of $2.60 per unit for aggregate gross proceeds of $29.9-million, including the full exercise by the underwriters of their overallotment option.

Each unit was composed of: (i) one Class A common share of the company; (ii) one-half of one six-month common share purchase warrant (Series A); and (iii) one-half of one 24-month common share purchase warrant (Series B). Each Series A warrant entitles the holder thereof to acquire one common share at an exercise price of $3.25 per common share, subject to customary anti-dilution adjustments, until May 18, 2026, and each Series B warrant entitles the holder thereof to acquire one common share at an exercise price of $3.90 per common share, subject to customary anti-dilution adjustments, until Nov. 18, 2027. The Series A warrants and the Series B warrants are each governed by warrant indentures dated Nov. 18, 2025, between the company and Odyssey Trust Company as warrant agent.

The company intends to use the net proceeds from the offering to conduct exploration activities on its mineral properties, for capital improvements to the plant and infrastructure to increase/maximize production capacity, and for working capital and general corporate purposes.

In connection with the offering, the underwriters received a cash commission equal to 6.0 per cent of the gross proceeds from the sale of the units (reduced to 3.0 per cent for the gross proceeds in respect of sales to certain investors on a president's list) in the aggregate amount of approximately $1,643,903.

The offering was completed by way of a prospectus supplement dated Nov. 12, 2025, to the short form base shelf prospectus of the company dated Oct. 16, 2025, in each of the provinces and territories of Canada, other than Quebec, and in jurisdictions outside of Canada pursuant to exemptions from prospectus and registration requirements.

Certain directors of the company (each, an insider) purchased an aggregate of 1,138,500 units pursuant to the offering. Each subscription by an insider is considered to be a related-party transaction for the purposes of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company did not file a material change report more than 21 days before the expected closing date of the offering as the details of the offering and the participation therein by each related party of the company were not settled until shortly prior to the closing of the offering, and the company wished to close the offering on an expedited basis for sound business reasons. The company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25 per cent of the company's market capitalization. Additionally, the company is exempt from the minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25 per cent of the company's market capitalization.

The offering is subject to the final approval of the TSX Venture Exchange.

About Silver Mountain Resources Inc.

Silver Mountain is a Canadian mining company focused on the exploration and development of silver projects in Peru. The company's principal asset is the Reliquias project, a past-producing silver mine located in the Castrovirreyna district of Huancavelica. Silver Mountain is committed to creating long-term value for its shareholders through responsible mining, strong community engagement and sustainable development practices.

We seek Safe Harbor.

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