Mr. Alexander Langer reports
SIERRA MADRE ANNOUNCES CLOSING OF FIRST TRANCHE OF $19.5 MILLION BEST EFFORTS PRIVATE PLACEMENT OF UNITS
Sierra Madre Gold and Silver Ltd. has closed the first tranche of its previously announced brokered private placement offering of up to 27,858,000 units of the company at a price of 70 cents per unit for aggregate gross proceeds to the company of up to $19,500,600. The first tranche consisted of 25,358,000 units for gross proceeds of $17,750,600. Beacon Securities Ltd. is acting as lead agent and sole bookrunner, on behalf of a syndicate of agents including Canaccord Genuity Corp., in connection with the offering.
Each unit issued pursuant to Part 5A of National Instrument 45-106 -- Prospectus Exemptions (NI 45-106), as amended and supplemented by Coordinated Blanket Order 45-935 -- Exemptions from Certain Conditions of the Listed Issuer Financing Exemption consists of one common share in the capital of the company and one-half of one common share purchase warrant of the company. Each warrant entitles the holder thereof to acquire one common share at a price per warrant share of 85 cents for a period of 12 months from the date of issuance.
The company intends to use the net proceeds of the offering to expand the capacity of the Guitarra mine, conduct a detailed exploration program, including drilling, at the East District, and for working capital and general corporate purposes.
Certain directors and officers of the company subscribed for a total of 686,000 units in the first tranche, for aggregate gross proceeds of $480,200. The placement to the interested parties constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Securityholders in Special Transactions (MI 61-101). The company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a), respectively, as the fair market value of the units issued to the interested parties in connection with the offering does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101. The company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the offering as the details of the participation of interested parties had not been confirmed at that time.
In connection with the closing of the first tranche, the company paid the agents a cash fee of $1,171,933 and issued to the agents 1,674,190 compensation options. Each compensation option entitles the agents to purchase one common share at the issue price during a term of 12 months from the closing of the first tranche. The company has also paid the agents a corporate financing fee of $26,500. In addition, the agents received 38,010 corporate finance fee compensation options on the same terms as the compensation options.
The amended and restated offering document dated July 21, 2025, related to the offering and the use by the company of the listed issuer financing exemption can be accessed under the company's profile at SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.
About Sierra Madre Gold and Silver Ltd.
Sierra Madre Gold and Silver is a precious metals development and exploration company focused on the Guitarra mine in the Temascaltepec mining district, Mexico, and the exploration and development of its Tepic property in Nayarit, Mexico. The Guitarra mine is a permitted underground mine, which includes a 500-tonne-per-day processing facility that operated until mid-2018 and restarted commercial production in January, 2025.
The 2,600-plus-hectare Tepic project hosts low-sulphidation epithermal gold and silver mineralization with an existing historic resource.
Sierra Madre's management team has played key roles in managing the exploration and development of silver and gold mineral reserves and mineral resources. Sierra Madre's team of professionals has collectively raised over $1-billion for mining companies.
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