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AbraSilver Resource Corp. Capital/Financing Update 2025

Jan 31, 2025

42598_rns_2025-01-31_e05915c9-2c74-4a61-a499-f0195b8b1a83.pdf

Capital/Financing Update

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ABRASILVER RESOURCE CORP.

January 31, 2025

ABRASILVER RESOURCE CORP.

BOUGHT DEAL TREASURY OFFERING OF COMMON SHARES

A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada. The final base shelf prospectus, any applicable shelf prospectus supplement and any amendment to the documents are accessible through SEDAR+. Copies of the documents may be obtained from National Bank Financial Inc. by phone at (416)-869-8414 or email at [email protected].

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any applicable shelf prospectus supplement and any amendment to the documents for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

The offering of the securities has not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or the applicable securities laws of any state of the United States and, subject to certain exceptions, may not be offered or sold in the United States, its territories or possessions, any State of the United States or the District of Columbia (collectively, the "United States") except in transactions exempt from registration under the U.S. Securities Act and under the securities laws of any applicable state. This term sheet does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby in the United States.

Issuer: AbraSilver Resource Corp. ("AbraSilver" or the "Company").

Issue: Treasury offering (the "Offering") of 10,231,000 common shares of the Company (the "Common Shares").

Issue Price: $2.55 per Common Share (the "Issue Price").

Issue Size: $26,089,050 before giving effect to any exercise of the Over-Allotment Option (as defined below).

Over-Allotment Option: The Company has granted the Underwriters an option, exercisable at the Issue Price at any time on or prior to the 30th day following the Closing Date, to purchase up to an additional 1,534,650 Common Shares at the Issue Price (the "Over-Allotment Option") to cover over-allotments, if any, and for market stabilization purposes.

Concurrent Private Placement: Kinross Gold Corporation ("Kinross") and Proener SAU ("Central Puerto") may elect to increase their subscriptions in the previously announced concurrent private placement in accordance with their respective participation rights.

Use of Proceeds: The net proceeds of the Offering will be used to fund the continued advancement of the 100%-owned Diablillos silver-gold project in the Salta province of Argentina and for general corporate purposes.

Form of Offering: Public offering in all provinces and territories of Canada, except for Quebec and Nunavut, by way of a prospectus supplement to the Company's base shelf prospectus dated April 14, 2023, and, if in the Underwriters' reasonable opinion in order to ensure a fully subscribed offering, into the United States on a private placement basis to "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act) pursuant to Rule 144A, and in accordance with applicable securities laws, any other jurisdictions that would not require the filing of a prospectus, registration statement, offering memorandum or similar document and would not result in the Company having any reporting or other obligation in such jurisdiction. A copy of the prospectus supplement will be available under AbraSilver's company profile at www.sedarplus.ca.

Form of Underwriting: Bought deal, subject to a mutually acceptable underwriting agreement containing conventional bought deal termination provisions.

Listing: Subject to the receipt of all necessary approvals, the Common Shares will be listed on the TSX Venture Exchange under the symbol "ABRA".

Eligibility: Eligible under the usual statutes and for RRSPs, RESPs, RRIFs, FHSAs, TFSAs, RDSPs, and DPSPs.

Co-Bookrunners: National Bank Financial Inc. and Beacon Securities Limited.

Commission: 6.0% of the gross proceeds of the Offering, including the Over-Allotment Option, if exercised. No commission will be payable to the Underwriters in connection with the Concurrent Private Placement.

Closing Date: On or about February 7, 2025.