Tier One Silver raises C$12–C$17M for Ruta de Cobre
Key facts
- C$12M PP
- C$0.07/unit
- +1 wt @ C$0.15
Vancouver, British Columbia--(Newsfile Corp. - August 13, 2026) - Tier One Silver Inc. (TSXV: TSLV) (OTCQB: TSLVF) (FSE: TOV0) (" Tier One " or the " Company ") is pleased to announce that it has engaged 3L Capital Inc. (" 3L ") as lead agent and on behalf of any other approved agents (collectively the " Agents "), to offer on a best efforts private placement basis (the " Offering ") common equity units of the Company (each, a " Unit "). The Units will be offered at a price of C$0.07 per Unit (the " Issue Price ") for minimum gross proceeds of C$12 million and a maximum of C$17 million subject to the over-allotment option described below. Each Unit consists of one common share of the Company (a " Share ") and one full common share purchase warrant of the Company (a " Warrant "). Each Warrant is exercisable to purchase one Share of the Company at a price of C$0.15 for three years from the completion of the Offering, which is targeted for early September 2026. The Company has granted the Agents the option to offer for sale up to an additional C$8.5 million worth of Units at the Issue Price (the " Over-Allotment Option "), exercisable in whole or in part, at any time until 48 hours prior to the closing of the Offering. In the event that the Over-Allotment Option is exercised in full, the maximum size of the Offering would be C$25.5 million.
The Company plans to use US$1.8 million of the minimum net proceeds of the Offering to fund the initial purchase payment requirements of the 70% control share purchase option of Compañía Minera Ruta de Cobre S.A. (the " RDC Conditional Share Purchase "), the letter of intent in respect of which was announced June 29, 2026. The Ruta de Cobre (" RDC ") copper-molybdenum project, located in Azuay Province, Ecuador, is one of South America's largest greenfield mineral projects. The remaining net proceeds of the financing will be used to establish Ecuadoran exploration operations, commence the first phase of exploration at RDC and provide working capital. Amounts raised in excess of the C$12 million minimum will be used to accelerate exploration, and for additional working capital.
In accordance with Canadian securities laws, the Shares, Warrants and any Shares issued on exercise of the Warrants will be subject to a four-month and one day hold period in Canada from the date of closing of the Offering (and from the applicable later date for any tranches that may be closed after the initial closing where the minimum has been achieved). 3L will act as lead agent and sole bookrunner in consideration of a 7% cash fee and 7% compensation warrant coverage, exercisable at the Issue Price for a period of three years from the closing of the Offering. Closing of the Offering is conditional on concurrent execution and closing of the RDC Conditional Share Purchase. Both transactions remain subject to customary closing conditions including receipt of subscription agreements, professional opinions and TSX Venture Exchange approval. It is possible that insiders of the Company may participate in the Offering relying on the exemption from the formal valuation and minority shareholder approval requirements of Canadian Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of any securities issued to nor the consideration paid by such person will exceed 25% of the Company's market capitalization.