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Core Silver Corp. — Capital/Financing Update 2025
Jul 9, 2025
47848_rns_2025-07-09_1220b2f3-77c5-46c6-8ec0-f2a62d9d907e.pdf
Capital/Financing Update
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51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Core Silver Corp. (formerly Core Assets Corp.) (the "Company")
Suite 1450 – 789 West Pender Street
Vancouver, BC, V6C 1H2
Item 2 Date of Material Change
July 2, 2025
Item 3 News Release
The news release was disseminated on July 2, 2025 and subsequently filed on SEDAR+.
Item 4 Summary of Material Change
The Company completed its previously announced non-brokered private placement offering (the "Offering") pursuant to which the Company issued an aggregate of 5,410,000 non-flow-through units (the "Units") at a price of $0.20 per Unit and 800,000 flow-through units (the "FT Units") at a price of $0.25 per FT Unit for total gross proceeds of $1,282,000.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
The Company announced that it has completed its previously announced Offering pursuant to which the Company issued an aggregate of 5,410,000 Units at a price of $0.20 per Unit and 800,000 FT Units at a price of $0.25 per FT Unit for total gross proceeds of $1,282,000.
Each Unit is comprised of one common share of the Company (each, a "Share") and one share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder to acquire one additional Share in the capital of the Company at a price of $0.30 per Share for a period of three (3) years from the date of issuance. Each FT Unit is comprised of one flow-through common share to be issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) (each, a "FT Share") and one Warrant. Each Warrant shall entitle the holder to acquire one Share at a price of $0.30 per Share for a period of three (3) years from the date of issuance.
All securities issued in connection with the Offering are subject to a statutory hold period of four months and one day from the date of issuance as required under applicable securities laws. In addition, the subscribers to the Offering entered into an agreement with the Company whereby the Shares, FT Shares and any Shares issuable upon exercise of the Warrants will be subject to a contractual hold period of one (1) year from the date of issuance.
The gross proceeds from the issuance of the FT Units will be used by the Company to incur eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures" as such terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures")
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related to the Company's Blue Property located in British Columbia, Canada on or before May 31, 2027. All Qualifying Expenditures will be renounced in favour of the subscribers on or before February 28, 2028. The gross proceeds from the issuance of the Units will be used for general working capital purposes.
Certain insiders of the Company participated in the Offering and subscribed for an aggregate 490,000 FT Units and 1,410,000 Units for total gross proceeds of $404,500. Nicholas Rodway, the Chief Executive Officer and a director of the Company, acquired 250,000 FT Units, Joshua Vann, the VP of Business Development and Strategy and a director of the Company, acquired 240,000 FT Units, and Crescat Portfolio Management LLC, an over 10% shareholder of the Company, acquired 1,410,000 Units, each of which constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance to the insiders is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company's shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the securities issued to the related parties did not exceed 25% of the Company's market capitalization.
None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
5.2 Disclosure for Restructuring Transactions
N/A
Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
N/A
Item 7 Omitted Information
None
Item 8 Executive Officer
Contact: Nicholas Rodway, President & CEO
Telephone: 604-681-1568
Item 9 Date of Report
July 9, 2025
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