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Argenta Silver Corp. Capital/Financing Update 2026

Jan 14, 2026

44540_rns_2026-01-14_b6e0e0f8-8e14-4676-9b7d-20c76fc4a38b.pdf

Capital/Financing Update

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FORM 51-102F3
MATERIAL CHANGE REPORT
UNDER NATIONAL INSTRUMENT 51-102

Item 1 Name and Address of Company

Argenta Silver Corp. (the “Company”)
3123-595 Burrard Street
Vancouver, BC V7X 1J1

Item 2 Date of Material Change

January 7, 2026

Item 3 News Release

News releases concerning the material changes described herein were disseminated and subsequently SEDAR+ filed on January 7, 2026.

Item 4 Summary of Material Change

On January 7, 2026, the Company announced it had entered into an agreement with Red Cloud Securities Inc. (“Red Cloud”), as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters (the “Underwriters”), pursuant to which the Underwriters agreed to purchase for resale 25,000,000 common shares of the Company (the “Offered Shares”) at a price of C$0.80 per Offered Share (the “Offering Price”) on a “bought deal” basis in a private placement for gross proceeds of C$20,000,000 (the “Final Underwritten Offering”).

In addition, the Company agreed grant to the Underwriters an option, exercisable up to 48 hours prior to the Closing Date, to purchase for resale up to an additional 3,750,000 Offered Shares at the Offering Price for additional gross proceeds of up to C$3,000,000 (the “Over-Allotment Option”). The Final Underwritten Offering and the securities issuable upon exercise of the Over-Allotment Option shall be collectively referred to as the “Final Offering”.

The Company intends to use the net proceeds from the Offering for the exploration and advancement of the Company’s 100% owned El Quevar Project in Salta Province, Argentina as well as for working capital and general corporate purposes.

Item 5 Full Description of Material Change

On January 7, 2026, the Company announced that it had entered into an agreement with Red Cloud, as lead underwriter and sole bookrunner on behalf of the Underwriters, pursuant to which the Underwriters agreed to purchase for resale 12,500,000 Offered Shares of the Company at the Offering Price on a “bought deal” basis in a private placement for gross proceeds of C$10,000,000 (the “Underwritten Offering”).

In addition, the Company agreed to grant to the Underwriters an Over-Allotment Option, exercisable up to 48 hours prior to the Closing Date, to purchase for resale up to an additional 2,500,000 Offered Shares at the Offering Price for additional gross proceeds of up to C$2,000,000.


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Following this announcement, and as a result of strong investor demand, the Company increased the size of its previously announced Underwritten Offering from gross proceeds of C$10,000,000 to gross proceeds of C$17,000,000 whereby Red Cloud, as lead underwriter and sole bookrunner, on behalf of the Underwriters, agreed to purchase for resale 21,250,000 Offered Shares at the Offering Price.

In addition, the Company agreed to grant to the Underwriters an option, exercisable up to 48 hours prior to the Closing Date, to purchase for resale up to an additional 2,500,000 Offered Shares at the Offering Price for additional gross proceeds of up to C$2,000,000.

Following this announcement, and as a result of strong investor demand, the Company announced the Final Offering as described above.

The Company intends to use the net proceeds from the Offering for the exploration and advancement of the Company’s 100% owned El Quevar Project in Salta Province, Argentina as well as for working capital and general corporate purposes.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions (“NI 45-106”), the Offered Shares will be offered for sale to purchasers resident in all of the provinces of Canada except Québec pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The Offered Shares are expected to be immediately freely tradeable in accordance with applicable Canadian securities legislation if sold to purchasers resident in Canada. The Offered Shares will also be offered in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to the exemptions from the registration requirements provided for under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction.

An amended and restated offering document (the “Amended Offering Document”) related to the Final Offering can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.argentasilver.com. Prospective investors should read this Amended Offering Document before making an investment decision.

The Final Offering is scheduled to close on or about January 22, 2026, or such other date as the Company and Red Cloud may agree (the “Closing Date”). Completion of the Final Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange (the “TSX-V”). On closing of the Final Offering, the Company has agreed to pay the Underwriters a cash commission of 6.0% of the gross proceeds raised in respect of Final Offering. In addition, on closing of the Final Offering, the Company has agreed to issue to the Underwriters warrants of the Company exercisable for a period of 24 months following the closing date to acquire in aggregate that number of common shares of the Company which is equal to 6.0% of the number of Offered Shares sold under the Final Offering at an exercise price equal to the Offering Price.

This Material Change Report does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities referred to in this Material Change Report have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.


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Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51–102

Not applicable.

Item 7 Omitted Information

No significant facts otherwise required to be disclosed in this report have been omitted.

Item 8 Executive Officer

The following executive officer of the Company is knowledgeable about the material change and may be contracted respecting the change.

Joaquin Marias
CEO
604-609-6110

Item 9 Date of Report

January 14, 2026