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AbraSilver Resource Corp. — Capital/Financing Update 2025
Feb 21, 2025
42598_rns_2025-02-21_c013b185-d88a-4e5c-8b01-c63aec9e207e.pdf
Capital/Financing Update
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FORM 51-102F3
MATERIAL CHANGE REPORT
- Name and Address of Company
AbraSilver Resource Corp. (the "Company" or "AbraSilver")
220 Bay Street, Suite 550
Toronto, ON M5J 2W4
- Date of Material Change
February 11, 2025.
- News Release
A news release dated February 12, 2025 was disseminated through the facilities of CNW Newswire, and was subsequently filed on SEDAR+ at www.sedarplus.ca.
- Summary of Material Change
On February 12, 2025, the Company announced the closing of its previously announced private placement (the "Offering") of 11,193,565 common shares of the Company (the "Common Shares") at a price of $2.55 per Common Share (the "Issue Price") for aggregate gross proceeds of $28,543,591. This marked the completion of a total of approximately $58.5 million in recent financings, including the previously announced $30 million public offering of Common Shares.
- Full Description of Material Change
5.1 Full Description of Material Change
On February 12, 2025, the Company announced the closing of the Offering. This marked the completion of a total of approximately $58.5 million in recent financings, including the previously announced $30 million public offering of Common Shares.
In connection with the Offering, the Company issued 10,094,697 Common Shares to an affiliate of Central Puerto S.A. ("Central Puerto") and 1,098,868 Common Shares to Kinross Gold Corporation, upon the exercise of certain participation rights held by such persons. The Company also agreed to pay an arm's length finder a cash commission of up to 3.0% of the proceeds raised from Central Puerto. The Common Shares sold pursuant to the Offering are subject to a hold period of four months plus one day from the closing date of the Offering.
The net proceeds from the Offering are expected to be used to fund the continued advancement of the 100%-owned Diablillos silver-gold project in the Salta province of Argentina, as well as for general corporate purposes.
In connection with the Offering, the Company also entered into an amendment to the investor rights agreement dated April 26, 2024 with Central Puerto.
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Disclosure for Restructuring Transaction
Not applicable.
- Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
- Omitted Information
Not applicable.
- Executive Officer
John Miniotis, the Chief Executive Officer of the Company, is knowledgeable about this material change report and may be contacted at [email protected].
- Date of Report
February 21, 2025.
Cautionary Note Regarding Forward-Looking Information
This material change report includes certain “forward-looking statements” under applicable Canadian securities legislation, including in respect of the use of net proceeds of the Offering. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. All statements that address future plans, activities, events or developments that the Company believes, expects or anticipates will or may occur are forward-looking information. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward looking statements. When considering this forward-looking information, readers should keep in mind the risk factors and other cautionary statements in the Company’s disclosure documents filed with the applicable Canadian securities regulatory authorities on SEDAR+ at www.sedarplus.ca. The risk factors and other factors noted in the disclosure documents could cause actual events or results to differ materially from those described in any forward-looking information. The Company disclaims any intention or obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise, except as required by law.