Silver Mountain Resources Inc. (TSX-V: AGMR) is pleased to announce that it 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 November 12, 2025 as amended on November 17, 2025, among the Company and a syndicate of underwriters comprising Velocity Capital Partners, as sole bookrunner, and as co-lead underwriters with SCP Resource Finance LP, together with Research Capital Corporation and Stifel Nicolaus Canada Inc. Pursuant to the Offering, the Company issued an aggregate of 11,500,000 Units at a price of $2.60 per Unit for aggregate gross proceeds of $29,900,000, including the full exercise by the Underwriters of their over-allotment option.
Each Unit was comprised of (i) one class A common share of the Company, (ii) one-half of one 6-month Common Share purchase warrant, and (iii) one-half of one 24-month Common Share purchase warrant. 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 November 18, 2027. The Series A Warrants and the Series B Warrants are each governed by warrant indentures dated November 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, 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% of the gross proceeds from the sale of the Units (reduced to 3.0% 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 November 12, 2025 to the short form base shelf prospectus of the Company dated October 16, 2025, in each of the provinces and territories of Canada, other than Québec, and in jurisdictions outside Canada pursuant to exemptions from prospectus and registration requirements.
Certain directors of the Company 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% of the Company’s market capitalization. Additionally, the Company is exempt from 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% of the Company’s market capitalization.
The Offering is subject to the final approval of the TSX Venture Exchange.
The securities offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. State Securities Laws.
About Silver Mountain
Silver Mountain Resources Inc. 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.
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