Mr. Stephen Barley reports
MAGMA SILVER ANNOUNCES NAME AND SYMBOL CHANGE, CLOSING OF PRIVATE PLACEMENT AND REACTIVATION FROM NEX TO TSXV TIER 2
Magma Silver Corp., formerly African Energy Metals Inc., has received the approval of the TSX Venture Exchange and NEX for: the acquisition of the Ninobamba advanced-stage silver gold project in Peru; the graduation from the NEX to TSX-V Tier 2; a name and symbol change to Magma Silver (symbol MGMA); and the closing of the first tranche of its private placement for gross proceeds of $902,150.
Name and symbol change and graduation to TSX Venture Exchange Tier 2
The company has met the requirements to be listed as a TSX Venture Exchange Tier 2 company. Therefore, effective at the opening, Thursday, April 17, 2025, the company's listing will transfer from the NEX to the TSX-V and the company's tier classification will change from the NEX to Tier 2. Effective at the opening, Thursday, April 17, 2025, the trading symbol for the company will change from CUCO.H to MGMA and the shares of the company will resume trading. The company's ISIN and Cusip number will change to CA 558922 10 0 4 and 558922 10 0, respectively.
There will be no capital changes so no action is required to be taken by shareholders with respect to the name change. Outstanding share and warrant certificates are not affected by the name and ticker symbol change, and do not need to be exchanged.
Private placement
The company closed the first tranche of its non-brokered private placement through the issuance of 9,021,500 units at a price of 10 cents per unit for aggregate proceeds of $902,150. Each unit consists of one common share of the company and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to acquire one additional common share in the capital of the company at a price of 20 cents per warrant share at any time prior to 5 p.m. Vancouver time on the date that is 24 months following the closing date. The warrants are transferable but not listed for trading.
If, during the period beginning four months and one day after the closing date, the company's shares trade on the TSX-V at or above a daily volume weighted average trading price of 50 cents per common share for 10 consecutive trading days, the company will be entitled to give notice that the warrants will expire 30 days from the date of providing such notice.
In connection with the financing, the company paid $53,465 in finders' fees and issued 534,650 finders' warrants, each exercisable into one common share of the company, at an exercise price of 20 cents for 24 months following the closing date.
The securities issued pursuant to the financing are subject to a hold period whereby the securities shall be released four months plus one day from the closing date of the financing.
The company plans to use the net proceeds from the financing for work programs on the Ninobamba advanced-stage siler gold project in Peru and for general working capital.
The financing included the issuance of an aggregate of 700,000 units to directors, officers and insiders of the company for gross proceeds of $70,000. Accordingly, the issuance of such securities constituted related party transactions within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company was exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the insider participation in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the insider participation nor the securities issued in connection therewith exceeded 25 per cent of the company's market capitalization.
Acquisition of a 100-per-cent option on the Ninobamba advanced-stage silver-gold project, Peru
The TSX Venture Exchange has accepted for filing an option agreement between the company and Rio Silver Inc., executed on Jan. 20, 2025, pursuant to which the company has acquired the option to acquire a 100-per-cent interest in Rio Silver's Ninobamba advanced gold-silver project, located in the department of Ayacucho, 500 kilometres southwest of Lima, Peru, in consideration of a combination of staged cash payments and share issuances by the company.
In connection with the option agreement, at closing of the acquisition of the option agreement on the Ninobamba project, the company will pay a finder's fee of 450,000 common shares. For further information respecting the option agreement and the finder's fee, please see the company's news releases dated Jan. 21, 2025, Feb. 13, 2025, Feb. 26, 2025, and April 10, 2025, which are available under the company's profile on SEDAR+.
About Magma Silver Corp.
Magma Silver is a natural resource company with a focus on the acquisition, exploration, development and operation of precious metal mining exploration projects. The company's primary focus will be on exploring and developing the advanced Ninobamba silver gold project in the mining-supportive country of Peru.
We seek Safe Harbor.
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