Mr. Thomas Larsen reports
CARTIER SILVER ANNOUNCES $2 MILLION BROKERED PRIVATE PLACEMENT LED BY CENTURION ONE CAPITAL
Cartier Silver Corp. has entered into an agreement pursuant to which Centurion One Capital Corp. has agreed to act as lead agent and sole bookrunner in connection with a commercially reasonable effort brokered private placement of up to 6,666,667 common shares of the company at an issue price of 30 cents per share for aggregate gross proceeds of up to $2-million.
The lead agent will also have the option, exercisable in whole or in part at any time up to two business days prior to the closing of the offering, to increase the offering by up to an additional 3,333,333 shares for additional gross proceeds of $1-million.
The net proceeds of the offering will be used for drilling on the company's Los Chorrillos project in Potosi, Bolivia, and general working capital purposes.
The shares to be issued under the offering will be offered by way of private placement in the provinces of British Columbia, Alberta, Quebec and Ontario, in the United States pursuant to exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended, and in jurisdictions outside of Canada and the United States mutually agreed by the company and the lead agent provided it is understood that no prospectus filing, registration or comparable obligation arises in such other jurisdiction.
The offering is expected to close on or about Feb. 20, 2026, or such other date as agreed upon between the company and the lead agent, 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 securities to be issued under the offering will have a hold period of four months and one day from the closing date under applicable Canadian securities laws.
It is anticipated that certain insiders of the company and affiliates of the lead agent may acquire shares in the offering in amounts up to approximately 50 per cent of the offering. Any participation by related parties (as such term is defined under MI 61-101 (as defined below)) of the company in the offering will constitute a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company expects 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 shares subscribed for by the related parties, nor the consideration for the shares paid by such related parties is expected to exceed 25 per cent of the company's market capitalization.
In connection with the offering, the company will pay the lead agent a cash agency fee equal to 8 per cent of the aggregate gross proceeds of the offering, and issue to (or at the direction of) the lead agent broker warrants equal to 8 per cent of the number of shares issued under the offering. Each broker warrant will entitle the holder to acquire one share at the issue price at any time within three years following closing of the offering. On closing of the offering, the company will also pay the lead agent a corporate finance fee equal to 5 per cent of the aggregate gross proceeds of the offering, payable by the issuance of shares at the issue price.
About Cartier Silver Corp.
Cartier Silver is an exploration and development company focused on discovering and developing its recently acquired silver property assets, including the Chorrillos project and claims staked by the company's subsidiary, all of which are located in the Potosi department of southern Bolivia. The company also holds significant iron ore resources at its Gagnon holdings in the southern Labrador Trough region of east-central Quebec and the Big Easy gold property in the Burin peninsula epithermal gold belt in the Avalon zone of eastern Newfoundland and Labrador.
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