Vancouver, British Columbia--(Newsfile Corp. - June 17, 2025) - Silver Hammer Mining Corp. (CSE: HAMR) (the "Company" or "Silver Hammer") is pleased to announce a non-brokered private placement of units of the Company at a price of C$0.055 per unit, for maximum aggregate gross proceeds of up to approximately C$1,809,000 (the "Offering").
"The recent surge in the silver sector has brought a significant increase in investor interest in Silver Hammer and its 100% controlled and owned high-grade silver assets in Idaho and Nevada," commented Peter A. Ball, President & CEO of Silver Hammer Mining. "As one of the Company's largest shareholders, I am very excited for 2025 to continue exploration on our drill-ready silver projects in Idaho and Nevada, which carries no royalties and holds seven previous silver producing mines. Silver Hammer is supported by an exceptional board and technical team including previous senior executive exploration leaders from Centerra Gold, Silver Standard, Coeur Mining, AngloGold North America and Hudson Bay Mining & Smelting. We look forward to a busy exploration season evaluating our current portfolio and reviewing other accretive mineral assets. We are pleased to be one of the few pure silver focused exploration and development companies, where each asset contains historical silver mines that have had limited modern-day exploration for decades. We appreciate our shareholders patience and support as we push forward."
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), a portion of the Offering is being made to purchasers resident in Canada, excluding Québec, pursuant to the listed issuer financing exemption under Part 5A of NI- 45-106 (the "LIFE Offering"). Pursuant to the LIFE Offering, the Company will issue up to a maximum of 32,890,910 units (the "Units") at a price of C$0.055 per Unit for combined maximum gross proceeds of up to approximately C$1,809,000 when aggregated with the Concurrent Placement (as defined herein).
The securities offered under the LIFE Offering will not be subject to a hold period in accordance with applicable Canadian securities laws. An offering document related to the Offering will be made available under the Company's profile at www.sedarplus.ca and on the Company's website at: www.silverhammermining.com. Prospective investors should read the offering document before making an investment decision.
Each Unit will be comprised of one common share in the capital of the Company (a "Share") and one Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional share (a "Warrant Share") at a price of C$0.07 per Warrant Share from the date that is 61 days after the closing date of the LIFE Offering until the date that is 36 months from the closing date of the LIFE Offering.
In addition to the LIFE Offering, the Company will undertake a concurrent non-brokered private placement to purchasers under other applicable exemptions pursuant to NI 45-106 (the "Concurrent Placement"). The Concurrent Placement will consist of up to 32,890,910 units (the "Non-LIFE Units") at a price of C$0.055 per Non-LIFE Unit, for combined maximum gross proceeds of up to approximately C$1,809,000 when aggregated with the LIFE Offering.
Each Non-LIFE Unit will be comprised of one Share and one Share purchase warrant (a "Non-LIFE Warrant"). Each Non-LIFE Warrant will entitle the holder thereof to acquire one additional share (a "Non-LIFE Warrant Share") at a price of C$0.07 per Non-LIFE Warrant Share for a period of 60 months from the closing date of the Concurrent Placement.
All securities issued in connection with the Concurrent Placement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.
In connection with the Offering, the Company will pay finders' fees of up to 7.0% of the gross proceeds raised by the Company from the sale of Units and Non-LIFE Units to subscribers directly introduced to the Company by eligible finders. In addition, the Company will issue to eligible finders non-transferable finders' warrants of up to 7.0% of the number of Units and Non-LIFE Units sold in the Offering. Each finder's warrant issued in connection with the LIFE Offering will entitle the holder to purchase one Share at an exercise price of C$0.07 for a period of 36 months from the date of issuance. Each finder's warrant issued in connection with the Concurrent Placement will entitle the holder to purchase one Share at an exercise price of C$0.07 for a period of 60 months from the date of issuance.
The Company intends to use the proceeds raised from the Offering for exploration of its Silver Strand project in Idaho, Eliza and Silverton projects in Nevada and for working capital and general corporate purposes.
Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the Canadian Securities Exchange (the "CSE"). The Company may, at its discretion, elect to close the Offering in one or more tranches. There is no minimum amount of the LIFE Offering or the Concurrent Placement, however, the aggregate of the LIFE Offering and Concurrent Placement shall be a minimum of 20,000,000 units for minimum gross proceeds of C$1,100,000 and a maximum of 32,890,910 units for maximum gross proceeds of approximately C$1,809,000.
In connection with the Offering, certain officers and directors of the Company (the "Insiders") have sold an aggregate of 2,530,000 common shares of the Company from their personal holdings at a price of $0.055 per share through the facilities of the CSE (the "Swap"). The Insiders intend to use 100% of the proceeds from the Swap to participate in the Concurrent Placement.
It is anticipated that insiders of the Company will participate in the Offering. The issuance of Units to insiders will be considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25% of the Company's market capitalization.
About Silver Hammer Mining Corp.
Silver Hammer Mining Corp. is a junior resource company focused on advancing past-producing high-grade silver projects in the United States. Silver Hammer controls 100% of the Silver Strand Mine in the Coeur d'Alene Mining District in Idaho, USA, as well both the Eliza Silver Project and the Silverton Silver Mine in Nevada and the Lacy Gold Project in British Columbia, Canada. Silver Hammer's primary focus is defining and developing silver deposits near past-producing mines that have not been adequately tested. The Company's portfolio also provides exposure to copper and gold discoveries.
On Behalf of the Board of Silver Hammer Mining Corp.
Peter A. Ball
President & CEO, Director
E: [email protected]
For investor relations inquiries, contact:
Peter A. Ball
President & CEO
778.344.4653
E: [email protected]
Forward Looking Information
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information in this press release includes, without limitation, statements relating to the Offering and the use of proceeds therefrom and other statements which are subject to a number of conditions, as described elsewhere in this news release. These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks regarding the mining industry, commodity prices, market conditions, general economic factors, management's ability to manage and to operate the business, and explore and develop the projects of the Company, and the equity markets generally. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of the Company may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although the Company believes that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, the Company disclaims any intention and assume no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities 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 or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this release. The Canadian Securities Exchange has neither approved nor disapproved the contents of this press release.
Not for distribution to the U.S. newswire or for dissemination in the United States
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