Not for distribution to United States wire services or for publication, publication, distribution or dissemination, directly or indirectly, in whole or in part, into the United States
Cartier Silver Corporation (“Cartier Silver” or the “Company”, CSE: CFE) is pleased to announce that it has entered into an agreement with Centurion One Capital Corp. (the “Lead Agent”) as lead agent and sole bookrunner in connection with a brokered private placement to raise up to $1,500,000 (the “Offering”) through the sale of up to 12,000,000 units (“Units”) at an issue price of $0.125 per share. Unit (the “Issue Price”) on a commercially reasonable efforts basis. Each Unit will consist of one common share in the capital of the Company (each a “Share”) and one-half of one Share Purchase Warrant (each a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Share (a “Warrant Share”) at a price of $0.20 for a period of 36 months from the Closing Date (as defined herein). The Company will pay the Lead Agent a cash agency fee equal to 8% of the total proceeds received from the Offering, and broker warrants (“Broker Warrants”) equal to 8% of the number of Units issued under the Offering. Each Broker Warrant entitles the holder to acquire one Share at the Issue Price at any time within three years of the Closing Date. Upon closing, the Company will pay to the Principal Agent a corporate financing fee equal to 5% of the total proceeds, payable through the issuance of Units on the terms set out above. The Lead Agent also has an option to increase the Offering by an additional 1,800,000 Units for additional proceeds of $225,000.
The gross proceeds from the Offering will be used for drilling the Company’s Los Chorrillos project in Potosí, Bolivia and for general working capital purposes.
The Units to be issued pursuant to the Offering will be offered by way of private placement in each of the provinces and territories of Canada, in the United States, pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the ” US securities law “), and in jurisdictions outside Canada and the United States as mutually agreed upon by the Company and the Lead Agent, provided that it is clear that no prospectus filing, registration or similar obligation exists in such other jurisdiction.
The Offering is expected to close on or about November 11, 2025 or such other date as agreed between the Company and the Agents (the ” Closing date “) and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the Canadian Securities Exchange (the ” CSE “). The securities to be issued in the context of the Offering have a holding period of four months and one day from the Closing Date.
It is expected that certain insiders of the Company and the Principal Agent may acquire Units in the Offering for amounts up to approximately 50% of the Offering. Any insider participation in the Offering will constitute a “related party transaction” as defined under Multilateral Instrument 61101. Protection of minority security holders in special transactions (” MI 61-101 “). The Company expects that such participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Units subscribed by the insiders nor the consideration for the Units paid by such insiders is expected to exceed 25% of the market capitalization of the Company.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States. The securities have not been and will not be registered under the US Securities Act or any state securities laws and may not be offered or sold within the United States or to US persons unless registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available.
Contact details
Cartier Silver Corporation
Thomas Larsen, general manager
(416) 360-8006
Email: tlarsen@cartiersilvercorp.com
ABOUT CARTIER SILVER CORPORATION
Cartier Silver is an exploration and development company focused on discovering and developing recently acquired silver properties, including the Chorrillos Project and claims of the company’s subsidiary, all of which are located in the Potosi Department of southern Bolivia. The company also has significant iron ore deposits at the Gagnon Holdings in the southern Labrador Trough region of east-central Quebec, and at the Big Easy gold property in the epithermal gold belt of the Burin Peninsula in the Avalon Zone of eastern Newfoundland and Labrador.
For more information, please visit the Cartier Silver website: www.cartiersilvercorp.com .
ABOUT CENTURION ONE CAPITAL CORP.
Centurion One Capital’s mission is to empower the world’s most visionary entrepreneurs to conquer tomorrow’s biggest challenges by fueling their ambitions with transformative capital, unparalleled expertise and a global network of influential connections. Every interaction is guided by our core values of respect, integrity, commitment, execution excellence and uncompromising performance. We are making significant investments, building on the time-honored principles of Merchant Banking, where aligned incentives create sustainable partnerships. Centurion One Capital: a superior approach to investment banking.
The CSE has not reviewed and accepts no responsibility for the suitability or accuracy of this release.
Statements in this press release that are not historical facts are “forward-looking statements” and readers are cautioned that such statements are not guarantees of future performance and that actual developments or results may differ materially from these “forward-looking statements.”
A PDF accompanying this announcement is available at http://ml.globenewswire.com/Resource/Download/aea44b4d-4931-4162-9cec-387ba4a926e3
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