- 33,334,000 units for gross proceeds of $10,000,200, to be issued on a prospectus exemption basis in accordance with the LIFE Exemption (defined below) under applicable Canadian securities laws (the “LIFE OFFER“); And
25,000,000 units for gross proceeds of $7,500,000, to be issued under a private placement pursuant to applicable prospectus exemptions in accordance with NI 45-106 (“Private placement offer“, and together with the LIFE offering, the “Offers“).
Each Unit consists of one common share of the Company (a “Common share“) and one-half of one warrant to purchase common shares of the Company (each whole warrant, a “Deposit“). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.42 per Common Share for a period of 36 months following the closing of the Offering.
The net proceeds from the offering of the units will be used to advance the Company’s Plomosas project in Mexico, for working capital and for general corporate purposes.
The Company will grant the Underwriters an option (the “Insurers’ option“) to increase the size of: (i) the LIFE Offering by up to an additional 3,999,333 Units and (ii) the Private Placement Offering by up to an additional 4,333,500 Units, by giving written notice of the exercise of the Underwriters’ Option, or any part thereof, to the Company, exercisable at any time up to 48 hours before the Closing. If the Underwriters’ Option the LIFE Offering and the Private Placement If the offering is fully exercised, the aggregate gross proceeds to the Company will be $20,000,049.90.
The LIFE Offering will be offered for sale pursuant to the ‘listed issuer financing exemption’ under Part 5A of National Instrument 45-106 – Prospectus exemptionsas amended by CSA Coordinated Framework Order 45-935 – Exemptions from certain conditions of the financing exemption of listed issuers (collectively the “LIFE Exemption“), in all provinces of Canada, excluding Quebec, and other qualifying jurisdictions, including the United States. The Units offered under the LIFE Offer will immediately be “freely tradable” under applicable Canadian securities laws.
There is an amended and restated offer document (the “Offer document“) related to the LIFE offer accessible via the company profile at www.sedarplus.ca and on the Company’s website at www.grsilvermining.com. Potential investors should read this offering document before making any investment decision.
The Private Placement Offering will be offered by private placement to accredited investors in each of the provinces of Canada and may also be offered in those other jurisdictions where the Private Placement may lawfully be made, including the United States under applicable private placement exemptions. The Participations to be issued under the Private Placement will have a legal holding period of four months and one day from the Closing.
The closing of the Offering is expected to occur on or about the week of December 15, 2025 (the “Close“), or such other earlier or later date as the Underwriters may determine. The closing is subject to the Company receiving all necessary regulatory approvals, including conditional approval of the TSX Venture Exchange.
The Underwriters will receive a cash commission of 6.0% of the aggregate gross proceeds of the Offering and such number of broker warrants (the “Warrants from brokers“) equal to 6.0% of the number of Units sold under the Offer. Each Broker Warrant entitles the holder to purchase one Unit at an exercise price equal to the Offer Price for a period of 36 months following the Closing.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of any such jurisdiction. The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.
About GR Silver Mining Ltd.
GR Silver Mining is a Canada-based, Mexico-focused junior mineral exploration company engaged in cost-effective expansion of silver-gold resources at its 100% owned assets located on the eastern edge of the Rosario Mining District, southeastern Sinaloa State, Mexico. GR Silver Mining controls 100% of the Plomosas project, including the former Plomosas underground mine and broad, high-grade silver mineralized zones in the San Marcial area. Recent discoveries in the 78 km² of promising, advanced exploration concessions position the company well for resource expansion at the Plomosas Project.
GR Zilvermijnbouw Ltd.
Márcio Fonseca, President and CEO
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This press release contains certain statements and information that constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this press release, other than statements of historical fact, are forward-looking statements. Such forward-looking statements and forward-looking information specifically include, but are not limited to, statements relating to the completion of the Offering and the timing thereof, the use of proceeds from the Offering, the exercise by the Underwriters of the Underwriters’ Option, the timely receipt of all necessary approvals, including approval from the TSX Venture Exchange.
Such forward-looking statements or information are based on a number of assumptions, which may prove to be incorrect. Assumptions have been made regarding, among other things: conditions in the general economic and financial markets; accuracy of test results; geological interpretations of drilling results, timing and amount of capital expenditures; performance of available laboratory and other related services; future operating costs; and the historical basis for current estimates of potential target zone quantities and qualities. Actual results may differ materially from those anticipated in these forward-looking statements as a result of risk factors, including the timing and content of work programs; results of exploration activities and development of mineral properties; the interpretation and uncertainties of drilling results and other geological data; receipt, maintenance and security of mineral property permits and titles; environmental and other regulatory risks; project cost overruns or unexpected costs and expenses; availability of funds; the inability to delineate potential quantities and qualities of the target zones based on historical data; and general market and industry conditions. Forward-looking statements are based on the expectations and opinions of the company’s management on the date the statements are made. The assumptions used in preparing such statements, although considered reasonable at the time of preparation, may prove to be inaccurate. As such, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made. The Company undertakes no obligation to update or revise any forward-looking statements contained in this press release if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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