NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, Canada – February 11, 2021 – Tier One Silver ("Tier One" or the "Company") announces that it is undertaking a non-brokered private placement of up to 10 million common shares (the "Shares") at an offering price of C$1.00 per Share for gross proceeds of up to C$10 million (the "Offering"). The Offering is limited to accredited investors and other investors who are eligible to purchase Shares exempt from prospectus and registration requirements. Tier One has also made an application to list its common shares on the TSX Venture Exchange in Canada. The Company has reserved the symbol TSLV with an anticipated listing date in March, subject to TSX Venture Exchange acceptance of the listing application. Once the Company obtains its Canadian listing it intends to apply to have its common shares posted for trading in the U.S. on the OTXQX® Best Market operated by the OTC Markets Group Inc.
The Company intends to use the net proceeds from the Offering to fund the upcoming drill program at the Curibaya project, acquisition costs and continued surface exploration at the Emilia and Coastal Batholith projects and for general working capital. Insiders may participate in the Offering.
In accordance with applicable securities laws, the Shares issued under the Offering will be subject to a four-month and one day hold period from the date of issuance in Canada. While the Offering is non-brokered, referral fees may be paid on a portion of the proceeds to eligible persons, where permitted by applicable law. Closing of the Offering is anticipated to occur on or about February 28, 2021, subject to the receipt of legal documentation and receipt of funds. Completion of the private placement is not conditional upon any stock exchange listing, and there is no minimum or maximum dollar amount on which the Offering is conditional or is limited to.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The securities of the Company have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States, or to or for the account or benefit of any person in the United States, absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any common shares in the United States, or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. Resales of Shares 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, Manager of Corporate Communications at (778) 729-0600 or [email protected].
About Tier One
Tier One Silver is a precious metals exploration company focused on creating value for shareholders and stakeholders through the exploration and discovery of world-class silver, gold and base metal deposits in southwest 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: Emilia, Coastal Batholith, the Huilacollo project and the flagship project, Curibaya, which is rapidly advancing toward its first drill program. Tier One is currently an unlisted reporting issuer and is seeking Canadian and U.S. listings with a targeted completion at the end of the first quarter of 2021.
Forward Looking and General Cautionary
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. Any statements that express, or involve discussions as to, expectations, and plans, which are not historical facts may be forward-looking statements and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to 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 read accordingly. The contained statements speak only as of the date of this news release. In particular and without limitation, this news release contains forward-looking statements pertaining to the expectation that the Offering will complete on time or at all, that the Company's stock exchange listing applications will be successful which cannot be assured, and its exploration plans.