Mr. Ralph Shearing reports
PRINCE SILVER CORP. ANNOUNCES CLOSING OF STAMPEDE ACQUISITION, ISSUANCE OF SECURITIES AND FILING OF TECHNICAL REPORT.
Prince Silver Corp. has completed the acquisition of all issued and outstanding shares of Stampede Metals Corp., a private Nevada-based company, from Stampede Metals Ltd., a private Australian company (Stampede AU), pursuant to the previously announced share exchange agreement, as amended.
As part of the closing, the company has also issued all securities related to the acquisition, converted its subscription receipts into common shares and warrants, and filed a technical report prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects.
The name change and consolidation are now effective, and the company's common shares are trading on a consolidated basis under the name Prince Silver and the new symbol PRNC. The new Cusip number for the company's consolidated common shares is 74174A 10 2.
"The completion of this transaction and our rebranding as Prince Silver Corp. mark a major milestone for the company," stated Ralph Shearing, PGeo, president of Prince Silver. "We are now fully aligned with our flagship Prince silver project, a large-scale silver asset located in one of the world's premier mining jurisdictions. With silver prices reaching multiyear highs and a previously disclosed exploration target in place, we believe this is a timely opportunity to unlock significant value for our shareholders."
Highlights:
- Closing of the Stampede acquisition: Prince Silver has issued 15 million units (each consisting of one common share and 0.566666667 of a contingent value right) to Stampede AU. These contingent value rights will convert into up to 8.5 million milestone shares if defined resource milestones are met within four years. The company retains the option to accelerate the milestone conversion and reduce the total number of milestone shares by 20 per cent within the first year.
- Finder's shares issued: In connection with the acquisition, the company issued 350,000 common shares to an arm's-length party as finder's consideration, at a deemed price of 27 cents per share.
- Subscription receipt conversion: The company's subscription receipts have automatically converted into 14,807,315 common shares and 7,403,650 share purchase warrants, each exercisable at 40 cents until Dec. 23, 2026. Subscription receipt proceeds have been released from trust to the company, resulting in gross proceeds of $3,997,975.05. Additionally, the company issued 369,111 finder's warrants and paid aggregate finder's fees of $101,549.98.
- Resulting share capital: Following the closing of the acquisition and conversion of the subscription receipts, the company now has 45,861,440 common shares issued and outstanding on a postconsolidation basis.
- New control person: With the issuance of the 15 million consideration units, Stampede AU now holds approximately 32 per cent of the company's issued and outstanding shares, making it a new control person under applicable securities laws and Canadian Securities Exchange policies. It is the intent of Stampede AU to distribute the consideration units to its shareholders after preparing and filing necessary Australian corporate and regulatory documents to legally effect the transfer to its shareholders, after which it is expected that Stampede AU would no longer be a control person.
- Voluntary lock-up and support agreement: Stampede AU has agreed to a voluntary lock-up of its consideration units for a period of one year, or until it ceases to be a control person, whichever is later. During this lock-up period, Stampede AU will abstain from voting its shares, except in the case of votes involving a change of control.
Appointment of director
The company is also pleased to announce that, in connection with the closing of the acquisition, it has appointed Robert Wrixon, a director of Stampede Metals Ltd., as a member of the company's board of directors. Mr. Wrixon is a graduate of the Australian Institute of Company Directors, and has served as both executive and non-executive director of several Australian Securities Exchange- and London Stock Exchange-listed companies. He holds a PhD in mineral engineering from the University of California, Berkeley.
The company also announced that Samantha Shorter has resigned from the company's board of directors. "We would like to thank Samantha for her dedication to the company since its initial public offering and wish her well in her future endeavours," stated Mr. Shearing.
Filing of NI 43-101 technical report for the Prince silver project
The company has filed an independent technical report for its 100-per-cent-owned Prince silver project, located in Lincoln county, Nevada.
The report, titled "43-101 Technical Report on the Prince Silver Mine Project, Lincoln County, Nevada," is dated May 19, 2025, with an effective date of May 19, 2025. It was prepared in accordance with NI 43-101, Standards of Disclosure for Mineral Projects, by John E. Hiner, SME registered member.
The report does not contain a current mineral resource estimate compliant with NI 43-101 standards. Historical estimates are included for context only, and the reader is cautioned not to treat them as current or reliable. The company has initiated plans to confirm historical data through a proposed two-phase drill program designed to define a compliant resource.
The technical report is available under the company's profile on SEDAR+.
About Prince Silver Corp.
Prince Silver is a silver exploration company focused on advancing the Prince silver project in Nevada. Mineralization is open in all directions and is near surface. Prince Silver also holds option interest in Broken Handle project, an early-stage mineral exploration project located Southern British Columbia, Canada.
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