Mr. David Stein reports
KUYA ANNOUNCES AMENDMENT TO COMPENSATION TERMS FOR NON-BROKERED PRIVATE PLACEMENT PURSUANT TO THE LISTED ISSUER FINANCING EXEMPTION
Kuya Silver Corp. has amended its non-brokered private placement previously announced July 24, 2025, of a minimum of 10 million units and up to a maximum of 20 million units of the company at a price of 50 cents per unit for aggregate gross proceeds of a minimum of $5-million and up to a maximum of $10-million. The offering is being completed pursuant to the amendments to National Instrument 45-106 (Prospectus Exemptions) set forth in Part 5A thereof (the listed issuer financing exemption) to purchasers resident in Canada, except Quebec, and such other jurisdictions outside of Canada in compliance with applicable securities laws of those jurisdictions. The company has filed a Form 45-106F19 offering document dated July 24, 2025, as amended on Aug. 13, 2025, related to the offering that can be accessed under Kuya Silver's profile at SEDAR+ and on the company's website. Prospective investors should read the offering document before making an investment decision.
Each unit will consist of one common share in the capital of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one additional common share at an exercise price of 65 cents per common share for a period of 36 months from the date of issuance. The units issued in the offering will not be subject to any statutory hold period under applicable Canadian securities laws, subject to limitations prescribed by the LIFE.
The company has amended the compensation payable in connection with the offering, and will only compensate finders eligible and qualified under Canadian securities laws. The compensation is composed of a cash commission of up to 4.0 per cent on total proceeds received from subscribers introduced to the company by eligible finders and non-transferable common share purchase warrants equal to up to 4.0 per cent of the total units issued to subscribers introduced to the company by eligible finders. Each finder's warrant will entitle the holder to acquire one common share at an exercise price of 50 cents per common share for a period of 36 months from the date of issuance. Securities issued to eligible finders will be subject to a statutory hold period expiring four months and one day after issuance in accordance with the policies of the exchange and applicable Canadian securities laws.
The company intends to use the net proceeds from the offering for exploration and development expenses for the company's Bethania project and general working capital purposes, as more specifically detailed in the offering document.
The offering may close in multiple tranches, with the first tranche closing expected to occur on or around Aug. 14, 2025, or such later date as the company may determined, and the final closing to occur no later than Sept. 7, 2025. The offering is subject to certain conditions, including, but not limited to, receipt of all necessary approvals, including the approval of the exchange.
The company also announces the engagement of ECM Capital Advisors Inc. of which Eugene C. McBurney, a director of Kuya Silver, is the managing partner. ECM will support the company with financing and market advisory services.
Eugene McBurney, BA, MA, LLB, LLD, brings over 25 years of international investment banking experience, establishing him as a trusted adviser, especially in the global mining sector. Mr. McBurney has a notable history of leading landmark transactions in natural resources, demonstrating his capability to deliver strategic outcomes for his clients. Additionally, he has extensive investment banking experience throughout the Caribbean and Latin America, with a special emphasis on Colombia.
ECM's engagement is for a three-year term, unless earlier terminated at the election of either Kuya Silver or ECM, with ECM receiving a fee of $350,000 upon the successful completion of a financing with minimum proceeds of $5-million. Notwithstanding the above, any fees payable to ECM in connection with this offering will be subject to compliance with all applicable securities laws and applicable regulatory authorities.
About Kuya Silver Corp.
Kuya Silver is a Canadian-based, growth-oriented mining company with a focus on silver. Kuya Silver operates the Bethania silver mine in Peru, while developing district-scale silver projects in mining-friendly jurisdictions including Peru and Canada.
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