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Silver Hammer Mining Corp. — Capital/Financing Update 2025
Sep 26, 2025
47996_rns_2025-09-25_8226cfe0-92ed-479c-b2c3-e5758582737a.pdf
Capital/Financing Update
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FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 – Name and Address of Company
Silver Hammer Mining Corp. (the “Company”)
300-1055 West Hastings Street
Vancouver, BC V6E 2E9
Item 2 – Date of Material Change
September 18, 2025
Item 3 – News Release
A news release was issued and disseminated on September 18, 2025 and filed on SEDAR+ (www.sedarplus.ca).
Item 4 – Summary of Material Change
On September 18, 2025 the Company announced that it has closed the second tranche of its fully subscribed non-brokered private placement (the “Offering”) of units (each a “Unit”). See Item 5 for further details.
Item 5 – Full Description of Material Change
5.1 Full Description of Material Change
The Company announced that, further to its news releases dated June 17, 2025 and August 5, 2025, it has closed the second and final tranche (the “Second Tranche”) of its previously announced non-brokered private placement (the “Offering”), issuing 26,864,491 units (the “Units”) at a price of CDN$0.055 per Unit for gross proceeds of CDN$1,477,547.01. Together with the first tranche of the Offering, the Company has issued an aggregate of 32,890,909 Units and raised total gross proceeds of CDN$1,809,000 under the Offering.
Each Unit consists of one common share in the capital of the Company (a “Share”) and one transferable common share purchase warrant (a “Warrant”). Each Warrant entitles the holder to acquire one additional Share at an exercise price of CDN$0.07 for a period of five years from the date of issuance.
The Second Tranche was completed in reliance on prospectus exemptions under National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), and, for greater certainty, did not include any portion completed under the listed issuer financing exemption set out in Part 5A of NI 45-106. All securities issued in connection with the Second Tranche are subject to a statutory hold period of four months, expiring on January 19, 2026, in accordance with applicable securities laws.
In connection with the Second Tranche, the Company paid finder’s fees consisting of CDN$44,679.40 in cash and issued 1,012,353 finder’s warrants (the “Finder’s Warrants”) to eligible finders. Each Finder’s Warrant is exercisable to acquire one Share at an exercise price of CDN$0.07 for a period of 60 months from the date of issuance.
Certain directors and officers of the Company have purchased an aggregate of 2,952,310 Units under the Second Tranche. Their participation constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the securities issued to insiders nor the consideration paid exceeded 25% of the Company’s market capitalization.
The Company intends to use the proceeds from the Offering for exploration of its Silver Strand project in Idaho and its Eliza and Silverton projects in Nevada (see below), as well as for general working capital and corporate purposes.
2
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
Not applicable
Item 8 – Executive Officer
Peter A. Ball
Chief Executive Officer and Director
Telephone: 778.344.4653
Email: [email protected]
Item 9 – Date of Report
September 25, 2025