Capitan Silver Announces Closing of C$5.3 Million Private Placement
Capitan Silver Announces Closing of C$5.3
Million Private Placement
Vancouver, British Columbia--(Newsfile Corp. - February 24, 2025) -
CAPITAN SILVER CORP.
(TSXV: CAPT) ("Capitan" or "the Company")
is pleased to announce that the Company has closed
its previously announced private placement (the "
Private Placement"
) by issuing 13,250,000 Units (the
"
Units
") at a price of $0.40 per Unit for gross proceeds of $5,300,000.00 (the "
Offering
").
The Offering was led by a strategic investment from the Jupiter Gold & Silver Fund ("
Jupiter
"). Jupiter
Asset Management is a leading global asset management firm with assets under management of
~C$90 billion (as of Sept 2024). Upon closing Jupiter will own approximately 9.8% of Capitan's shares
on an undiluted basis. In addition, the Company also received support from its largest shareholders
including Michael Gentile, CFA; and Construcciones Planificadas (Construplan).
Insiders of the Company acquired an aggregate of 287,500 Units in the Offering. Any participation by
insiders in the Offering constitutes a "related party transaction" as defined under Multilateral Instrument
61-101
Protection of Minority Security Holders in Special Transactions ("MI 61-101")
. The Company
has relied on the exemptions from the formal valuation and minority shareholder approval requirements
of MI 61 101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61 101, in respect of the related party
participation in the Offering, as neither the fair market value (as determined under MI 61 101) of the
subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved
the interested party, exceeded 25% of the Company's market capitalization (as determined under MI 61
101).
Terms of The Offering
Each Unit will consist of one common share (a "
Share
") in the capital of the Company and one common
share purchase warrant (each whole common share purchase warrant being a "
Warrant
"). Each
Warrant will be exercisable to acquire one Share at a price of CDN$0.50 per Share for a period of 12
months from the date of issuance subject to an Acceleration Right.
During the Exercise Period, the Company shall have the right (the "
Acceleration Right
"), exercisable in
its sole discretion by way of providing written notice (the "
Acceleration Notice
") to holders of Warrants,
to accelerate the expiry of the Warrants to a date (the "
Accelerated Expiry Date
") which is 30 calendar
days following the date of the Acceleration Notice. In order for the Company to exercise the Acceleration
Right: (i) the closing price of the Company's Shares on the TSX Venture Exchange on the trading day
immediately prior to the date of the Acceleration Notice must be greater than C$0.50; and (ii) any
Acceleration Notice shall be delivered to holders of Warrants no earlier than the day immediately after
the trading day immediately following the date of a public announcement of a significant property
acquisition, as determined by the Company in its sole discretion.
If the Company exercises its Acceleration Right, holders of Warrants shall be required to exercise or
cause the exercise of all unexercised Warrants held by such holders and pay the aggregate exercise
price in respect of such Warrants to the Company prior to the Accelerated Expiry Date. In the event of a
failure of a holder to exercise Warrants following the exercise by the Company of the Acceleration Right,
the Warrants will terminate on the Accelerated Expiry Date, and the Company may seek any other
remedies available to it under law or equity.
At the request of the TSXV, the Company is clarifying the automatic adjustment to warrant exercise price
which was disclosed in the initial press release announcing the private placement is no longer in place.
Capitan intends to use the net proceeds from the Private Placement to fund exploration activities at its
Cruz de Plata gold-silver project, additional consolidation opportunities as well as to fund working capital
and general corporate expenses.
Closing of the Offering is subject to certain customary conditions, including, but not limited to, the receipt
of all necessary regulatory approvals and acceptance of the TSX Venture Exchange. All securities
issued under the Offering will be subject to a statutory hold period expiring June 25, 2025. The Company
did not pay any finders fees with respect to this Offering.
This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the
securities in the United States. The securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be
offered or sold within the United States or to U.S. Persons unless registered under the 1933 Act and
applicable state securities laws or an exemption from such registration is available.
About Capitan Silver Corp.
Capitan Silver is a well-funded junior exploration company focused on its 100% owned gold and silver
Cruz de Plata Project in Durango, Mexico. The Company is led by a management team that has
successfully advanced and developed several gold and silver operations in Mexico over the past 20
years.
More information for the Company can be found at
www.capitansilver.com
ON BEHALF OF CAPITAN SILVER CORP.
"Alberto Orozco"
Alberto Orozco, CEO
For additional information contact:
Alberto Orozco
CEO
Capitan Silver Corp.
Phone: (778) 327-6671
Web:
www.capitansilver.com
IR Team
Capitan Silver Corp.
Phone: (778) 327-6671
Web:
www.capitansilver.com
Certain statements in this press release may be considered forward-looking information. These
statements can be identified by the use of forward-looking terminology (e.g., "expect"," estimates",
"intends", "anticipates", "believes", "plans"). Such information involves known and unknown risks --
including the availability of funds, the results of financing and exploration activities, the interpretation of
exploration results and other geological data, or unanticipated costs and expenses and other risks
identified by Capitan in its public securities filings that may cause actual events to differ materially from
current expectations. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this press release.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
Not for distribution to United States newswire services or for dissemination in the United
States.
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https://www.newsfilecorp.com/release/242166