NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, Canada – May 20, 2022 – Tier One Silver Inc. (TSXV: TSLV, OTCQB: TSLVF) (“Tier One” or the “Company”) announces that it is undertaking a non-brokered private placement for up to C$3.0 million from the sale of 6,666,667 units (each, a “Unit”) at a price of C$0.45 per Unit (the “Placement”). Each Unit will consist of one common share (each, a “Share”) and one common share purchase warrant (each, a “Warrant”) exercisable at a price of C$0.75 until the date that is three years from the closing date of the Placement, targeted for May 30, 2022. The Warrants are subject to accelerated expiry if the closing price of the common shares of the Company is greater than C$1.50 for 10 consecutive trading days on the TSX Venture Exchange (the “TSXV”) any time after the first 12 months from the initial tranche closing.
The Company intends to use the net proceeds from the Placement to fund continued exploration at the Company’s portfolio of assets in Peru, primarily Curibaya, and for general working capital.
The Placement is subject to receipt of executed subscription agreements and funds as well as customary closing conditions, including conditional approval from the TSXV.
In accordance with applicable securities laws, the Shares and Warrants issued under the Placement will be sold to accredited investors or other investors who are exempt from prospectus requirements and will be subject to a statutory four-month resale restricted hold period in Canada. While the Placement is non-brokered, referral fees may be paid on a portion of the proceeds to eligible persons, where permitted by applicable law. No securities regulatory authority has either approved or disapproved of the contents of this news release. The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and such securities may not be offered or sold within the United States, or to or for the account or benefit of any U.S. person or any person in the United States, absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of the securities in the United States, or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Resales of Units within the United States will be restricted in accordance with applicable law.
ON BEHALF OF THE BOARD OF DIRECTORS OF TIER ONE SILVER INC.
Peter Dembicki
President, CEO and Director
For further information on Tier One Silver Inc., please contact Natasha Frakes, Vice President of Communications at (778) 729-0600 or [email protected]
About Tier One
Tier One Silver is an exploration company focused on creating value for shareholders and stakeholders through the discovery of world-class silver, gold and base metal deposits in Peru. The Company’s management and technical teams have a strong track record in raising capital, discovery and monetization of exploration success. The Company’s exploration assets in Peru include: Hurricane Silver, Coastal Batholith, Corisur and the flagship project, Curibaya. For more information, visit www.tieronesilver.com.
Forward Looking Information
This news release contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation (collectively, “forward-looking statements”) that relate to the Company’s current expectations and views of future events. Forward-looking statements are inherently uncertain and actual results or outcomes may differ materially from those expressed in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be heavily relied upon. These statements speak only as of the date of this news release. In particular and without limitation, this news release contains forward-looking statements in regard to the size or even completion of the Placement and the use of proceeds of the Placement.
Readers should refer to the risks discussed in the Company’s Annual Information Form and Management’s Discussion & Analysis for the year ended December 31, 2021. Its subsequent continuous disclosure filings with the Canadian Securities Administrators are available at www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.