Vancouver, British Columbia--(Newsfile Corp. - January 23, 2026) - Pacifica Silver Corp. (CSE: PSIL) (OTCQB: PAGFF) ("Pacifica" or the "Company") is pleased to announce that it has closed its previously announced, upsized private placement offering (the "Offering") of 15,870,000 common shares of the Company (the "Common Shares") at a price of $1.45 (the "Offering Price") per common share, for aggregate gross proceeds of $23,011,500, which included the exercise in full of the agents' option.
The Offering received broad-based support from new precious metal funds and investors, as well as continued commitment from established strategic shareholders Vizsla Silver Corp., First Majestic Silver Corp., Silvercorp Metals Inc., and renowned investor Eric Sprott.
"We are grateful to close our upsized brokered offering with robust participation from sophisticated new institutional investors possessing extensive expertise in the mining and silver sectors, as well as the support of our existing strategic shareholders," stated Todd Anthony, Chief Executive Officer of Pacifica Silver. "Their collective endorsement reflects strong conviction in the untapped potential of our flagship Claudia Silver-Gold Project in Durango, Mexico, and the proceeds from this financing will enable us to accelerate exploration efforts, systematically test high-priority targets, and unlock the project's high-grade potential through year-round, multi-rig drilling operations. We sincerely appreciate the confidence placed in our team and strategy by these valued partners, and we look forward to delivering meaningful exploration progress and creating long-term value for all stakeholders in the months and years ahead."
Raymond James Ltd. acted as lead agent and sole bookrunner in connection with the Offering, on behalf of a syndicate of agents, which included Research Capital Corporation (collectively, the "Agents").
Four insiders subscribed for 180,000 Units for gross proceeds of $261,000 and such participation will be considered a "related-party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company expects to be exempt from the requirement to obtain a formal valuation and minority shareholder approval in connection with the three insiders participation in the Offering in reliance of Sections 5.5(a) and 5.7(a) of MI 61-101, respectively, on the basis that their participation in the Offering did not exceed 25% of the fair market value of the Company's market capitalization.
The net proceeds of the Offering will be used to advance exploration and drilling activity at the Company's Claudia Project (the "Project"), located in Durango, Mexico, and for working capital and general corporate purposes.
Pursuant to an agency agreement among the Company, Raymond James Ltd. and Research Capital Corporation dated January 23, 2026, the Company: (i) paid a cash fee of $1,260,690 to the Agents; and (ii) issued 414,031 compensation warrants (the "Compensation Warrants") to the Agents. Each Compensation Warrant is exercisable into one Common Share at the Offering Price for a term of two years expiring on January 23, 2028.
The Offering was made pursuant to the listed issuer financing exemption available under National Instrument 45-106 - Prospectus Exemptions as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, in each of the provinces and territories of Canada other than Quebec. The Common Shares were also offered for sale in the United States pursuant to available exemptions from the registration requirements under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The Common Shares issued under the Offering will not be subject to a statutory hold period pursuant to applicable Canadian securities laws.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been and will not be registered under the U.S. Securities Act, or any state securities laws, and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.
About Pacifica Silver Corp.
Pacifica Silver Corp. is a Canadian resource company led by a proven management team with decades of mining and exploration experience in Mexico. The Company is focused on its 100% owned Project located in Durango, Mexico. Spanning 11,876 hectares, the Project encompasses most of the historic El Papantón Mining District where at least nine small mines operated throughout the 20th century. Since 1990, sampling and drilling within have returned high-grade silver and gold intercepts across multiple vein systems, with approximately 10% of over 30 kilometres of known veins having been drilled. Today, the Project is a prime target for modern exploration and holds exceptional potential for new high-grade discoveries.
"Todd Anthony"
Chief Executive Officer
Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This news release contains certain "forward-looking information" and "forward-looking statements" within the meaning of Canadian securities legislation as may be amended from time to time, including, without limitation, statements regarding: the perceived merit of the Project, potential quantity and/or grade of minerals and the potential size of the mineralized zone; the intended use of proceeds of the Offering; and receipt of all necessary regulatory approvals for the Offering. Forward-looking statements are statements that are not historical facts which address events, results, outcomes or developments that the Company expects to occur. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made, and they involve a number of risks and uncertainties. Certain material assumptions regarding such forward-looking statements were made, including without limitation, assumptions regarding: the price of gold and silver; the accuracy of mineral resource estimates; that there will be no material adverse change affecting the Company or its properties; that all required approvals will be obtained, including concession renewals and permitting, as well as in respect of the Offering; that political and legal developments will be consistent with current expectations; that currency and exchange rates will be consistent with current levels; that there will be no significant disruptions affecting the Company or its properties; and the Company using the net proceeds of the Offering as anticipated. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements involve significant known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to: the Company does not use the proceeds from the Offering as expected; risks related to not receiving regulatory approval of the Offering; risks associated with the business of the Company, including the execution of the Company's objectives and strategies, including costs and expenses; business and economic conditions in the mining industry generally; delays and costs inherent to consulting and accommodating rights of local communities; environmental risks; title risks, including concession renewal; commodity price and exchange rate fluctuations; delays in or failure to receive access agreements or amended permits; risks inherent in the estimation of mineral resources; changes in general economic conditions or conditions in the financial markets; changes in laws (including regulations respecting mining concessions); and other risk factors as detailed from time to time. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis, available on www.sedarplus.ca. Except as required by the securities disclosure laws and regulations applicable to the Company, the Company undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change.
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