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Pacifica Silver — Capital/Financing Update 2026
Jan 17, 2026
48535_rns_2026-01-16_eeb78d42-5d81-47d0-8a38-30e5073ff90c.pdf
Capital/Financing Update
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1
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1. Name and Address of Company
PACIFICA SILVER CORP.
1000 – 1055 West Hastings Street
Vancouver, BC V6E 2E9
(the "Company")
Item 2. Date of Material Change
January 16, 2026.
Item 3. News Release
The news release was issued on January 16, 2026 and disseminated by Newsfile Corp.
Item 4. Summary of Material Change
The Company announced that it has amended its agreement with Raymond James Ltd., on behalf of a syndicate of agents, including Research Capital Corporation (collectively, the "Agents") to increase the size of its previously announced brokered private placement offering of common shares of the Company ("Common Shares") to raise gross proceeds of up to $20,010,000 (the "Upsized Offering"), consisting of 13,800,000 Common Shares at a price of $1.45 per Common Share (the "Issue Price").
Item 5. Full Description of Material Change
The Company has amended its agreement with the Agents to increase the size of its previously announced brokered private placement offering of the Common Shares to raise gross proceeds of up to $20,010,000, consisting of 13,800,000 Common Shares at $1.45 per Common Share.
Under the terms of the Upsized Offering, the Company has agreed to grant the Agents an option (the "Agents' Option") to sell up to an additional 15% of the Upsized Offering in Common Shares at the Issue Price for additional gross proceeds to the Company of up to $3,001,500.
The net proceeds of the Offering will be used to advance exploration and drilling activity at the Company's Claudia Project (the "Project"), located in Durango, Mexico, and for working capital and general corporate purposes.
The Common Shares issued under the Offering will be issued and sold to eligible purchasers pursuant to the 'listed issuer financing exemption' under Part 5A of National Instrument 45-106 – Prospectus Exemptions as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "LIFE Exemption"), will be issued to purchasers in each of the provinces of Canada, except Québec, and other qualifying jurisdictions, including the United States on a private placement basis pursuant to available exemptions from the registration requirements under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The Common Shares to be issued and sold under the Offering will not be subject to resale restrictions pursuant to applicable Canadian securities laws.
There is an amended and restated offering document related to the Offering that can be accessed under the Company's issuer profile at www.sedarplus.ca and on the Company's website at
www.pacificasilver.com. Prospective investors should read this amended and restated offering document before making an investment decision concerning the Common Shares.
The Upsized Offering is expected to close on or about January 23, 2026 (the "Closing Date") and is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals including the conditional listing approval of the Canadian Securities Exchange ("CSE") and the applicable securities regulatory authorities. The Offering is subject to final acceptance of the CSE.
The Common Shares have not been registered and will not be registered under the U.S. Securities Act, or any 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" (as such term is defined in Regulation S under the U.S. Securities Act) 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 state in which such offer, solicitation or sale would be unlawful.
Item 6. Reliance on Subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7. Omitted Information
None.
Item 8. Executive Officer
Todd Anthony
Chief Executive Officer
604-416-1719
Item 9. Date of Report
January 16, 2026.