Mr. Greg McKenzie reports
SILVER STORM CLOSES $14.625 MILLION FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT LED BY ERIC SPROTT AND ANNOUNCES FURTHER UPSIZE UP TO $21.0 MILLION
Silver Storm Mining Ltd. has closed the first tranche of its non-brokered private placement previously announced on Aug. 21, 2026, and upsized on Aug. 24, 2026, issuing 29.25 million units of the company at a price of 50 cents per unit for aggregate gross proceeds of $14,625,000. In addition, due to continued strong investor demand, the company is further increasing the size of the offering from 30 million units to up to 42 million units, for increased aggregate gross proceeds of up to $21-million.
Each unit consists of one common share of the company and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one additional common share at a price of 70 cents for a period of 18 months from the closing of the applicable tranche.
In connection with the offering, the company paid Red Cloud Securities Inc. a cash fee totalling $213,750, equal to 3.0 per cent of the gross proceeds raised under the offering from the investors introduced by Red Cloud to the company. For the balance of the offering, the company may pay eligible finders which introduce subscribers to the offering a cash finder's fee equal to up to 3.0 per cent of the gross proceeds raised from investors introduced by such finders in compliance with the policies of the TSX Venture Exchange and applicable securities laws.
The company intends to use the net proceeds of the offering to finance surface and underground drilling programs at its La Parrilla silver mine complex and for general corporate and working capital purposes.
The offering will close in one or more additional tranches. The company expects to close the balance of the offering on or about Aug. 28, 2026, or such other date(s) as the company may determine, subject to certain conditions, including completion of documentation and receipt of all necessary regulatory and other approvals, including the approval of the TSX-V.
The offering is available to accredited investors in all the provinces and territories of Canada pursuant to the prospectus registration exemptions available under National Instrument 45-106 (Prospectus Exemptions). The offering may be conducted in the United States pursuant to exemptions from the registration requirements under Rule 144A and/or Regulation D of the U.S. Securities Act of 1933, as amended, subject to receipt of all necessary regulatory approvals, and in other jurisdictions outside of Canada and the United States, provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. The securities issued and issuable pursuant to the offering are subject to a four-month-and-one-day hold period from the date of issuance of the applicable tranche.
The first tranche has received conditional approval from the TSX-V. The balance of the offering remains subject to certain conditions, including receipt of all necessary approvals, including the approval of the TSX-V.
Related-party transaction
Eric Sprott, through 2176423 Ontario Ltd., a corporation beneficially owned by him and an insider of the company, subscribed for 15 million units in the first tranche for an aggregate purchase price of $7.5-million. Following the completion of the first tranche, 2176423 Ontario Ltd. beneficially owns or controls 110,768,929 common shares and 20,755,556 warrants, representing approximately 12.9 per cent of the company's outstanding common shares on a non-diluted basis, and approximately 15.0 per cent on a partially diluted basis assuming the exercise of all warrants held by 2176423 Ontario. Mr. Sprott's participation is unchanged by, and was not increased in connection with, the further upsize of the offering announced herein.
The participation of Mr. Sprott in the offering constitutes a related-party transaction under the policies of the TSX-V and within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The directors of the company have determined that Mr. Sprott's participation in the offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the units purchased by Mr. Sprott (approximately $7.5-million) nor the consideration paid by him exceeds 25 per cent of the company's market capitalization of approximately $414-million (based on 827,899,519 common shares outstanding prior to the offering and a closing price of 50 cents per common share on Aug. 21, 2026). The company did not file a material change report more than 21 days before the expected closing of the first tranche as Mr. Sprott's participation was not settled until shortly prior to the closing and the company wished to close on an expedited basis for sound business reasons.
About Silver Storm Mining Ltd.
Silver Storm holds advanced-stage silver projects in Durango state, Mexico. The company is transitioning its 100-per-cent-owned La Parrilla silver mine complex, a prolific operation composed of a 2,000-tonne-per-day mill and three underground mines, into production. Silver Storm also holds a 100-per-cent interest in the San Diego project which ranks among the largest undeveloped silver projects in Mexico.
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