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Alaska Silver Corp. Capital/Financing Update 2025

Oct 8, 2025

47936_rns_2025-10-08_f171262f-055c-4b14-b8b7-055aaf45d52d.pdf

Capital/Financing Update

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FORM 51-102F3
MATERIAL CHANGE REPORT

ITEM 1. NAME AND ADDRESS OF ISSUER
Alaska Silver Corp. (the "Company")
3573 East Sunrise Drive, Suite 233
Tucson, Arizona 85718

ITEM 2. DATE OF MATERIAL CHANGE
October 3, 2025

ITEM 3. NEWS RELEASE
Issued on October 3, 2025 and disseminated through the facilities of Newsfile and subsequently filed on System for Electronic Document Analysis and Retrieval+ ("SEDAR+") (www.sedarplus.ca).

ITEM 4. SUMMARY OF MATERIAL CHANGE
The Company announced that it closed its previously announced offering of 21,229,000 units of the Company ("Units") at a price of US$0.65 per Unit for gross proceeds of US$13,798,850 (the "Offering").

ITEM 5.1 FULL DESCRIPTION OF MATERIAL CHANGE
The Company announced that it closed the Offering of 21,229,000 Units at a price of US$0.65 per Unit for gross proceeds of US$13,798,850. The Offering was led by Cantor Fitzgerald & Co. ("Cantor") as lead book-running manager on behalf of a syndicate of underwriters including Canaccord Genuity Corp., ATB Capital Markets Inc. and Agentis Capital Markets (First Nations Financial Markets LP) (collectively, the "Underwriters"). Each Unit consists of one subordinate voting share and one subordinate voting share purchase warrant (a "Warrant"). Each Warrant is exercisable for one subordinate voting share of the Company at US$0.97 until the date which is three years from the closing date of the Offering. The full over-allotment option granted by the Company to the Underwriters was exercised in connection with the Offering.

The net proceeds of the Offering will be used to fund the Company's mineral exploration activities, to repay certain outstanding debt and for general working capital purposes.

The Offering was completed (i) in each of the Provinces and Territories of Canada, except for Quebec, in reliance on the "listed issuer financing" exemption from the prospectus requirements available under Part 5A.2 of National Instrument 45-106 – Prospectus Exemptions, as modified by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, and pursuant to the public offering exemption available under BC Instrument 72-503 – Distribution of Securities outside British Columbia; (ii) in the United States pursuant a prospectus that forms a part of an effective registration statement filed with the Securities and Exchange Commission; and (iii) in such other jurisdictions other than Canada and the United States pursuant to relevant prospectus or registration exemptions in accordance


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with applicable laws, provided that no prospectus filing or comparable obligation, ongoing reporting or continuous disclosure requirement or requisite regulatory or governmental approval arises or has arisen in such jurisdictions. There is no hold period on the Units issued in the Offering.

In connection with the Offering, the Company paid to the Underwriters an underwriting discount of US$1,034,913.75 and issued to the Underwriters warrants to purchase up to 849,160 subordinate voting shares (the "Underwriters' Warrants"). Each Underwriters' Warrant entitles the holder thereof to acquire subordinate voting shares of the Company at a per share exercise price of US$0.97 beginning on the date which is 180 days after September 30, 2025, which is the date of the pricing of the Offering (the "Pricing Date"), until the date which is 18 months after the Pricing Date.

Certain related parties of the Company ("Interested Parties") purchased or acquired direction or control over an aggregate of 1,112,000 Units pursuant to the Offering. The placement to those persons constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Notwithstanding the foregoing, the directors of the Company have determined that the Interested Parties' participation in the Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101. The Company did not file a material change report 21 days prior to the closing of the Offering as the details of the participation of Interested Parties had not been confirmed at that time.

ITEM 5.2 DISCLOSURE FOR RESTRUCTURING TRANSACTIONS

Not applicable.

ITEM 6. RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102

Not Applicable.

ITEM 7. OMITTED INFORMATION

There are no significant facts required to be disclosed herein which have been omitted.

ITEM 8. EXECUTIVE OFFICER

Contact: Kit Marrs, President, Chief Executive Officer and Director
Email: [email protected]
Telephone: +1 520 200 1667

ITEM 9. DATE OF REPORT

October 8, 2025