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Avalon Advanced Materials Inc. — Capital/Financing Update 2025
Sep 17, 2025
43966_rns_2025-09-16_b46ba3e4-4b99-4152-bc63-ea858f913f3b.PDF
Capital/Financing Update
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Silver Dollar Resources Inc.
Form 45-106F19
Page | 1
No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document. Any representation to the contrary is an offence. This Offering (as defined herein) may not be suitable for you, and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.
These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any of the securities laws of any state of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States. This Offering document does not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities within the United States or to, or for the account or benefit of, U.S. persons. "United States" and "U.S. person" have the meanings ascribed to them in Regulation S under the U.S. Securities Act.
OFFERING DOCUMENT
UNDER THE LISTED ISSUER FINANCING EXEMPTION
September 16, 2025

SILVER DOLLAR
RESOURCES
SILVER DOLLAR RESOURCES INC.
("Silver Dollar" or the "Company")
WHAT ARE WE OFFERING?
| Securities: | A minimum of 2,714,286 units and a maximum of 11,428,571 units at a price of $0.35 per unit (the “Units”). Each Unit consists of one common share of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant is exercisable into one Common Share at a price of $0.45 for a period of 36 months (the “Offering”) |
|---|---|
| The Offering: | The Company has entered into an engagement letter with Research Capital Corporation (the “Agent”) in connection with the Offering. The Units will be offered and sold pursuant to an agency agreement to be entered into between the Company and the Agent on or prior to the Closing Date (as defined below). The Agent has agreed to offer the Units for sale on a “best efforts” private placement basis in all provinces and territories in Canada, except Quebec, and offshore jurisdictions as permitted under applicable legislation and in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act. |
| The Company shall be entitled to include investors on a president’s list |
Silver Dollar Resources Inc.
Form 45-106F19
Page | 2
for up to an aggregate of 1,428,571 Units for gross proceeds of up to $500,000 (the “President’s List”).
| Over-Allotment Option: | The Company has granted the Agent an option (the “Agent’s Option”) to increase the size of the Offering by up to 15% in Units by giving written notice of the exercise of the Agent’s Option, or a part thereof, to the Company exercisable at any time up to 48 hours prior to the Closing Date (as defined below). Unless the context otherwise requires, all references to the Offering shall include any Units issued in connection with the exercise of the Agent’s Option. |
|---|---|
Offering Price: $0.35 per Unit
| Offering Amount: | A minimum of 2,714,286 Units and a maximum of 13,142,857 Units, for minimum gross proceeds of $950,000 and maximum gross proceeds of $4,600,000 (inclusive of the Agent’s Option). |
|---|---|
Closing Date: The closing of the Offering may take place in one or more tranches, the first of which is expected to close on or about the week of September 30, 2025, or such other date as may be agreed upon by the Company and the Agent (the “Closing Date”).
Exchange: The Common Shares are listed on the Canadian Securities Exchange (“CSE”) under the trading symbol “SLV”, on the Frankfurt Stock Exchange under the trading symbol “4YW”, and on the OTCQX under the trading symbol “SLVDF”.
Last Closing Price: On September 16, 2025, the closing price of the Common Shares on the CSE was $0.40.
Silver Dollar is conducting a listed issuer financing under section 5A.2 of National Instrument 45-106 Prospectus Exemptions. In connection with this Offering, the Company represents the following is true:
- the Company has active operations and its principal asset is not cash, cash equivalents or its exchange listing;
- the Company has filed all periodic and timely disclosure documents that it is required to have filed;
- the Company is relying on the exemptions in Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Order”) and is qualified to distribute securities in reliance on the exemptions included in the Order;
- the total dollar amount of this Offering, in combination with the dollar amount of all other offerings made under the listed issuer financing exemption and under the Order in the 12 months immediately preceding the date of the news release announcing this Offering, will not exceed $25,000,000;
- the Company will not close this Offering unless the Company reasonably believes it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution; and
- the Company will not allocate the available funds from this Offering to an acquisition that is a significant acquisition or restructuring transaction under securities law or to any other transaction for which the Company seeks security holder approval.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This offering document contains “forward-looking information” within the meaning of applicable Canadian and United States securities laws, which is based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. The forward-looking information included in this offering document are made only as of the date of this offering document. Such forward-looking statements and forward-looking information include, but are not
Silver Dollar Resources Inc.
Form 45-106F19
Page | 3
limited to, statements concerning: the completion of the Offering; the Company's business objectives and milestones; the Company's expectations with respect to the use of proceeds and the use of the available funds following completion of the Offering; the Company's plans regarding the La Joya Project and Ranger-Page Project; and completion of the Offering and the date of such completion. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Company. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as "plans", "expects", "potential", "aims", "is expected", "anticipated", "is targeted", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.
Forward-looking statements and forward-looking information are not guarantees of future performance and are based upon a number of estimates and assumptions of management at the date the statements are made. Such factors and assumptions may include, but are not limited to: the Company's ability to close the Offering on the terms disclosed herein, or at all; that proceeds from the Offering together with the Company's working capital will be sufficient to complete the anticipated exploration programs; that the Company will derive the benefits from the exploration and drilling program as currently expected by management; that the exploration and drilling program will proceed as currently contemplated; that the Company will use the proceeds from the Offering as currently contemplated; that the Company's exploration programs and business plans will proceed as currently contemplated; the future prices of minerals and precious metals; the price of other commodities such as, fuel and electricity; currency exchange rates and interest rates; favourable operating conditions; that there is potential to grow the current mineral resources; political stability; timely receipt of governmental approvals, licenses and permits (and renewals thereof); access to necessary financing; stability of labour markets and market conditions in general; availability of equipment; estimates of costs and expenditures to complete the Company's programs and goals; the Company's ability to raise sufficient capital to fund planned exploration activities/growth strategies and maintain corporate capacity; stability in financial and capital markets; and there being no significant disruptions affecting the development and operation of the Company's projects.
Forward-looking statements or forward-looking information are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements or forward-looking information, including, without limitation, risks and uncertainties relating to: the Company may not be able to close the Offering on the terms disclosed herein, or at all; the Company will not use the proceeds of the Offering as currently contemplated; the Company's exploration programs will not proceed as currently contemplated; the Company could lose title and ownership of its properties, which would have a negative effect on its operations and valuation; the Company may be unable to obtain the substantial funds required to continue its operations; the Company may fail to obtain required permits and licenses which could adversely impact the Company's operations and profitability; the market of the Common Shares is subject to volume and price volatility which could negatively affect a shareholder's ability to buy or sell the Company's Common Shares; the price of the Common Shares may be adversely affected by declines in the prices of certain minerals; the loss of key personnel could adversely affect the Company's operations; the Company operates in the resource industry, which is highly speculative, and has certain inherent exploration risks which could have a negative effect on its operations; the Company may be unable to successfully identify suitable acquisition candidates and partners, negotiate acceptable terms or integrate their operations with the Company's operations; the Company may be unable to protect its information systems or prevent cyber-attacks and security breaches; the inability to access adequate infrastructure for the Company's exploration, development and processing activities could negatively affect its business, financial condition, results of operations, cash flows or prospects; the Company is subject to political regulatory risks which may adversely affect its ability to continue to explore, develop and operate its properties; the risk of changes to local and national laws and regulations that could affect ownership and exploration rights; the Company is subject to substantial environmental requirements which could cause a restriction or suspension of its operations; the Company may be subject to a variety of civil or other legal proceedings, which may adversely affect its business, operating results or financial condition; the Company may be unable to continue as a going concern; the Company is subject to general global risks arising from epidemic diseases, the ongoing war in Ukraine and Palestine, rising inflation and interest rates and the impact they will have on the Company's operations, supply chains, ability to access mining projects or procure equipment,
Silver Dollar Resources Inc.
Form 45-106F19
Page | 4
supplies, contractors and other personnel on a timely basis or at all is uncertain; as well as other risk factors in the Company's other public filings available at www.sedarplus.ca. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that could cause results not to be as anticipated, estimated or intended. The Company provides no assurance that forward-looking statements or forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements and information. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, changing circumstances, or otherwise.
Scientific and Technical Information
The scientific and technical information contained in this offering document relating to the Company's mineral properties has been reviewed and approved by Dale Moore, P.Geo and a "qualified person" within the meaning of National Instrument 43-101 Standards of Disclosure for Mineral Projects.
SUMMARY DESCRIPTION OF BUSINESS
What is our Business?
Silver Dollar is a publicly traded mineral exploration company. The Company's objective is to acquire mineral properties of merit and create shareholder value by finding and developing economic deposits of precious and base metals. The Company's primary projects lie within Idaho's prolific Silver Valley and the Durango-Zacatecas silver-gold belt and include the advanced exploration stage Ranger-Page and La Joya projects and the early exploration stage Nora project. The Company's management team is committed to a growth strategy and is actively reviewing potential acquisitions with a focus on drill-ready projects in mining-friendly jurisdictions.
Recent Developments
The following is a brief summary of key recent developments involving or affecting the Company.
- On August 13, 2025, the Company completed the exercise of its option to acquire an initial 75% interest in the Government Gulch portion of the Ranger-Page Project located in Shoshone County, Idaho, USA. Pursuant to the Government Gulch Option and Joint Venture Agreement (the "Government Gulch Agreement") dated July 20, 2021, and as amended by agreements dated July 20, 2022, May 22, 2024, and August 7, 2025, in consideration of the acquisition, Silver Dollar paid the optionor US$250,000 and incurred more than US$1,210,000 in exploration expenditures on the property.
- On August 18, 2025, the Company announced that all resolutions put forth at the Company's Annual General Meeting, held on August 15, were approved by its shareholders by not less than 99.76% of the votes representing approximately 30.58% of the Company's outstanding common shares. The approved resolutions included the reappointment of Crowe MacKay LLP as auditors of the Company, and setting the number of directors at four with the election of Guillermo Lozano-Chavez (an independent director), Gregory Lytle (a new non-independent director), Bruce MacLachlan (a new independent director), and J.J. (Jeff) Smulders (a non-independent director) to Silver Dollar's Board of Directors.
- On March 28, 2025, the Company granted stock options to directors, officers and consultants to purchase up to 2,050,000 shares of the Company at a price of $0.30 per share until March 28, 2030. In addition, the Company awarded restricted share units to directors, officers and consultants to receive up to 575,000 shares of the Company. The restricted share units will vest on March 28, 2026.
- On March 12, 2025, the Company announced the appointment of Gregory Lytle as president and chief
Silver Dollar Resources Inc.
Form 45-106F19
Page | 5
executive officer.
- On October 29, 2024, the Company completed a non-brokered private placement financing that raised gross proceeds of $1,500,000. The offering consisted of 6,000,000 units priced at $0.25 each. The units were comprised of one common share and one-half of a non-transferable share purchase warrant with each full warrant entitling the holder to purchase one additional common share of the Company at a price of $0.40 per share for two years from the closing date of the offering. The Company paid finders' fees of $22,400 and 89,600 finders' warrants on a portion of the offering proceeds. The finders' warrants entitle the holder to purchase one common share of the Company at a price of $0.40 for twenty-four months from the closing date.
Material Facts
There are no material facts about the securities being distributed that have not been disclosed in this offering document or in any other document filed by the Company in the 12 months preceding the date of this offering document and the date the Company's most recent audited annual financial statements were filed.
BUSINESS OBJECTIVES AND MILESTONES
What are the business objectives that we expect to accomplish using the available funds?
The Company intends to use the net proceeds of the Offering to:
| Business Objectives and Milestones | Anticipated Timeline | Assuming Minimum Offering only | Assuming 100% of the Offering |
|---|---|---|---|
| La Joya Project follow-up drilling program (1) | 2025 – 2026 | $323,000 | $1,925,000 |
| Ranger-Page Project follow-up drilling program (2) | 2025 – 2026 | Nil | $1,759,000 |
| Total | $323,000 | $3,684,000 |
Notes:
(1) The Company's objectives for its planned La Joya Project exploration program include 3-D ground magnetics, sampling and geological mapping, a 5,000-metre drilling program and administration, logistics and concession taxes. The milestones the Company aims to achieve include proving the exploration concept of the deep "San Martin" type mineralization.
(2) The Company's objectives for its planned Ranger-Page Project exploration program are to complete mapping and sampling to increase West Buckeye drill target confidence, an infill drilling program between the 2024 Curlew Discovery and the Blackhawk Mine and drilling to expand the West Buckeye Target. The milestones the Company aims to achieve include increased viability of the project by identifying additional mineralization along strike and near surface at the historic Blackhawk Mine, and identification of a new vein system in the hanging wall of the Curlew Vein.
Silver Dollar Resources Inc.
Form 45-106F19
Page | 6
USE OF AVAILABLE FUNDS
What will our available funds be upon the closing of the Offering?
The expected total available funds to the Company following completion of the minimum Offering is estimated to be $1,227,000 and following closing of 100% of the Offering is estimated to be $4,658,000.
| Assuming minimum Offering only | Assuming 100% of Offering | ||
|---|---|---|---|
| A | Amount to be raised by the Offering | $950,000 | $4,600,000 |
| B | Selling commissions and fees for Offering | $(57,000) | $(276,000) |
| C | Estimated offering costs (e.g., legal and regulator fees) | $(80,000) | $(80,000) |
| D | Net proceeds of offering: D = A - (B+C) | $813,000 | $4,244,000 |
| E | Working capital as at most recent month end (deficiency) | $414,000 | $414,000 |
| F | Additional sources of funding | Nil | Nil |
| G | Total available funds: G = D+E+F | $1,227,000 | $4,658,000 |
How will we use the available funds?
| Description of intended use of available funds listed in order of priority | Assuming minimum Offering only | Assuming 100% of Offering |
|---|---|---|
| General and Administrative (1) | $900,000 | $900,000 |
| Exploration (2) | $323,000 | $3,684,000 |
| Unallocated Working Capital | $4,000 | $74,000 |
| Total | $1,227,000 | $4,658,000 |
Notes:
(1) Comprised of projected general and administrative expenses for the next 12 months including consulting expenses of $263,000, insurance of $30,000, listing and filing fees of $56,000, management and administrative fees of $117,000, office expenses of $17,000, professional fees of $133,000, rent of $41,000, travel and promotion expenses of $41,000, and miscellaneous expenses and contingencies of $202,000.
(2) Comprised of the following assuming 100% of the Offering:
| Ranger-Page | |||
|---|---|---|---|
| La Joya Project | Project | Total | |
| 3-D ground magnetics, mapping and drilling | $1,550,000 | Nil | $1,550,000 |
| Mapping and sampling | Nil | $48,000 | $48,000 |
| Curlew drilling | Nil | $587,000 | $587,000 |
Silver Dollar Resources Inc.
Form 45-106F19
Page | 7
| West Buckeye drilling | Nil | $552,000 | $552,000 |
|---|---|---|---|
| Technical services, logistics and concession taxes | $375,000 | $278,000 | $653,000 |
| Contingency | Nil | 294,000 | 294,000 |
| Total | $1,925,000 | $1,759,000 | $3,684,000 |
In the event that the Company completes only the minimum Offering, exploration expenditures are projected to include:
| La Joya Project | Ranger-Page Project | Total | |
|---|---|---|---|
| Concession taxes | $216,000 | Nil | $216,000 |
| Technical services and logistics | $107,000 | Nil | $107,000 |
| Total | $323,000 | Nil | $323,000 |
The above noted allocation of capital and anticipated timing represents the Company's current intentions based upon its present plans and business condition, which could change in the future as its plans and business conditions evolve. Although the Company intends to spend the proceeds from the Offering as set forth above, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary and may vary materially from that set forth above, as the amounts actually allocated and spent will depend on a number of factors, including the Company's ability to execute on its business plan. See the "Cautionary Statement Regarding Forward-Looking Information" section above.
The most recent audited annual financial statements and interim financial report of the Company included a going-concern note. The Company has not yet generated positive cash flows from its operating activities, which may cast doubt on the Company's ability to continue as a going concern. The Company expects to include a going-concern note in the next annual financial statements and the Offering is not anticipated to address any uncertainties that affect that decision.
How have we used the other funds we have raised in the past 12 months?
| Date of Financing | Funds Raised | Previous description of intended use of funds | Actual use of funds to date | Variances | Impact of Variances |
|---|---|---|---|---|---|
| October 29, 2024 | Gross proceeds of $1,500,000 | To fund its initial drilling campaign at the recently acquired Ranger-Page Ag-Pb-Zn Project in Idaho's Silver Valley and for general working capital purposes.(1) | Funds were used as intended with no material change | Nil | N/A |
Note:
(1) As disclosed in the Company's press release dated October 29, 2024.
Silver Dollar Resources Inc.
Form 45-106F19
Page | 8
FEES AND COMMISSIONS
Who are the dealers or finders that we have engaged in connection with this offering, if any, and what are their fees?
Agent: Research Capital Corporation.
Compensation Type: Cash Fee and Broker Warrants (both, as defined herein).
Cash Fee: Cash fee equal to 6% (3% in respect of the sales to certain purchasers comprising the President's List) of the gross proceeds of the Offering (the "Cash Fee").
Broker's Warrants:
The Company will issue the Agent that number of broker warrants (each a "Broker Warrant") equal to 6% of the number of Units sold pursuant to the Offering other than in respect of any Units issued to subscribers on the President's List (for which the Company will issue to the Agent 3% of the number of Units sold pursuant to the Offering to subscribers on the President's List). Each Broker Warrant shall entitle the holder thereof to acquire one Common Share at a price of $0.35 for a period of 36 months from issuance.
Does the Agent have a conflict of interest?
To the knowledge of the Company, it is not a "related issuer" or "connected issuer" of or to any of the Agent, as such terms are defined in National Instrument 33-105 – Underwriting Conflicts.
PURCHASERS' RIGHTS
Rights of Action in the Event of a Misrepresentation
If there is a misrepresentation in this offering document, you have a right
(a) to rescind your purchase of these securities with the Company, or
(b) to damages against the Company and may, in certain jurisdictions, have a statutory right to damages from other persons.
These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.
If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.
You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal adviser.
ADDITIONAL INFORMATION
Where can you find more information about us?
Security holders can access the Company's continuous disclosure at www.sedarplus.ca and on the Company's website www.silverdollarresources.com.
Silver Dollar Resources Inc.
Form 45-106F19
Page | 9
DATE AND CERTIFICATE
This offering document, together with any document filed under Canadian securities legislation on or after September 16, 2024, contains disclosure of all material facts about the securities being distributed and does not contain a misrepresentation.
Dated: September 16, 2025
"Gregory Lytle"
Gregory Lytle
President, Chief Executive Officer & Director
"Bruce MacLachlan"
Bruce MacLachlan
Director