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FTZ.V ·

Norseman Silver Inc. Announces $750,00 Non-Brokered Financing

Financings

Norseman Silver Inc. Announces $750,00 Non-Brokered Financing

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR

DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Vancouver, British Columbia – December 15, 2021 – Norseman Silver Inc. (TSXV:NOC) (“Norseman” or

the “Company”) is pleased to a non-brokered private placement of up to 2,500,00 flow-through units of

the Company (each, a “FT Unit”) at a price of $0.30 per FT Unit for aggregate gross proceeds to the

Company of up to $750,000 (the “Offering”).

Each FT Unit shall be comprised of one common share in the capital of the Company (each, a “FT Share”)

and one half of one common share purchase warrant (each whole warrant, a “Warrant”), each of which

will qualify as a “flow-through share” as defined in subsection 66(15) of the Income Tax Act (Canada)

(the “Tax Act”), with each Warrant entitling the holder thereof to purchase one additional common

share, which will not qualify as a “flow-through share”, at an exercise price of $0.34 for a period of two

(2) years from the Closing Date (as defined below).

The Company may pay finder’s fees of cash fees equal to 7.0% of the gross proceeds of the Offering

raised by individual finders and finder warrants equal to 7.0% of the FT Units sold under the Offering

raised by individual finders (each a “Finder Warrant”). Each Finder Warrant will be exercisable to

purchase one common share for a period of two (2) years from the Closing Date at an exercise price of

$0.30 per share.

The gross proceeds raised from the sale of FT Units will only be used to incur “Canadian exploration

expenses” that are “flow-through mining expenditures” (as such terms are defined in the Tax Act). The

Offering will be conducted in all provinces of Canada pursuant to private placement exemptions. The

closing of the Offering is subject to, among other things, the receipt of all necessary approvals from the

TSX Venture Exchange (the “TSXV”). Closing of the Offering will occur on December 30th, 2021 or such

other date selected by the Company (the “Closing Date”).

Pursuant to applicable Canadian securities laws, all securities issued and issuable in connection with the

Offering will be subject to a four (4) month hold period commencing on the Closing Date.

For further information, please contact:

Sean Hurd

Chief Executive Officer

T: 604 505-4554

This press release does not constitute an offer to sell or a solicitation of an offer to buy 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, or any state securities laws and may not be offered or sold

within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S

under the United States Securities Act) unless registered under the U.S. Securities Act and applicable

state securities laws or an exemption from such registration is available.

Neither 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.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This News Release includes

certain "forward-looking statements" which are not comprised of historical facts. Forward looking

statements include estimates and statements that describe the Company’s future plans, objectives or

goals, including words to the effect that the Company or management expects a stated condition or

result to occur. Forward-looking statements may be identified by such terms as “believes”,

“anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking

statements are based on assumptions and address future events and conditions, by their very nature

they involve inherent risks and uncertainties. Although these statements are based on information

currently available to the Company, the Company provides no assurance that actual results will meet

management’s expectations. Risks, uncertainties and other factors involved with forward-looking

information could cause actual events, results, performance, prospects and opportunities to differ

materially from those expressed or implied by such forward-looking information. Forward looking

information in this news release includes, but is not limited to, the Company’s objectives, goals or future

plans, statements, exploration results, potential mineralization, the estimation of mineral resources,

exploration and mine development plans, timing of the commencement of operations and estimates of

market conditions. Factors that could cause actual results to differ materially from such forward-looking

information include, but are not limited to failure to identify mineral resources, failure to convert

estimated mineral resources to reserves, the inability to complete a feasibility study which recommends

a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures

to obtain required governmental, environmental or other project approvals, political risks, inability to

fulfill the duty to accommodate indigenous peoples, uncertainties relating to the availability and costs of

financing needed in the future, changes in equity markets, inflation, changes in exchange rates,

fluctuations in commodity prices, delays in the development of projects, capital and operating costs

varying significantly from estimates and the other risks involved in the mineral exploration and

development industry, an inability to complete the Offering on the terms or on the timeline as

announced or at all, an inability to predict and counteract the effects of COVID-19 on the business of the

Company, including but not limited to the effects of COVID-19 on the price of commodities, capital

market conditions, restriction on labour and international travel and supply chains, and those risks set

out in the Company’s public documents filed on SEDAR. Although the Company believes that the

assumptions and factors used in preparing the forward-looking information in this news release are

reasonable, undue reliance should not be placed on such information, which only applies as of the date

of this news release, and no assurance can be given that such events will occur in the disclosed time

frames or at all. The Company disclaims any intention or obligation to update or revise any forward-

looking information, whether as a result of new information, future events or otherwise, other than as

required by law