Regency Silver Announces Second Upsize of Previously Announced Brokered LIFE Offering to $3.5 Million Led by Centurion One Capital and Filing of Second Amended and Restated Offering Document and Concurrent Non-Brokered Private Placement
FOR IMMEDIATE RELEASE
NEWS RELEASE
Regency Silver Announces Second Upsize of Previously Announced Brokered LIFE Offering to
$3.5 Million Led by Centurion One Capital and Filing of Second Amended and Restated
Offering Document and Concurrent Non-Brokered Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
Vancouver, BC – December 15, 2025 – Regency Silver Corp. (“Regency Silver” or the “Company”, TSXV-
RSMX and OTCQB-RSMXD) is pleased to announce that it has upsized its previously announced (December
9 and December 11 ) best efforts brokered private placement led by Centurion One Capital Corp. (the
“Lead Agent”) as lead agent and sole bookrunner due to strong investor demand. Under the amended
terms, the Company will issue 20,000,000 units (“Units”) of the Company at $ 0.175 per Unit (the “Issue
Price”) for aggregate gross proceeds of up to $3,500,000 (the “Brokered Offering”). The Company is also
pleased to announce a concurrent non -brokered private placement of up to 500,000 Units at the Issue
Price for additional gross proceeds of $87,500 (the “ Non-Brokered Offering ” and together with the
Brokered Offering, the “Offerings”).
Each Unit shall consist of one common share in the capital of the Company (each, a “Share”) and one
Share purchase warrant (each, a “Warrant”). Each Warrant shall entitle the holder thereof to acquire an
additional Share (a “Warrant Share”) at a price of $0.26 for a period of 36 months from the Closing Date
(as defined herein).
The Company has granted the Lead Agent an option (the “ Agent’s Option”) pursuant to which the Lead
Agent can increase the size of the Offering by up to an additional 2,805,714 Units at the Issue Price. If the
Agent’s Option is exercised in full, an aggregate of 22,805,714 Units would be issued for aggregate gross
proceeds of $3,991,000.
The Units offered for sale under the Brokered Offering will be offered by way of private placement
pursuant to the listed issuer financing exemption (the “Listed Issuer Financing Exemption”) under section
5A.2 of National Instrument 45 -106 – Prospectus Exemptions , as amended and supplemented by
Coordinated Blanket Order 45 -935 – Exemptions from Certain Conditions of the Listed Issuer Financing
Exemption in British Columbia, Alberta and Ontario. The securities issued under the Listed Issuer Financing
Exemption will not be subject to a statutory hold period pursuant to applicable Canadian securities laws.
The Units offered for sale under the Non-Brokered Offering will be offered by way of private placement
to purchasers in the United States pursuant to an exemption from the registration requirements of the
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United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and applicable U.S. state
securities laws, and pursuant available exemptions from the prospectus requirements under applicable
Canadian securities laws other than the Listed Issuer Financing Exemption. The securities issued under the
Non-Brokered Offering will be subject to a statutory hold period of 4 months and a day pursuant to
applicable Canadian securities laws.
The gross proceeds of the Offerings will be used for drilling on the Company’s Dios Padre Project in Sonora,
Mexico and general working capital purposes.
In connection with the Brokered Offering, the Company has filed a second amended and restated offering
document dated December 15, 2025 (the “Amended Offering Document”), which can be accessed under
the Company’s profile at www.sedarplus.ca and on the Company’s website at www.regency-silver.com.
Prospective investors under the Brokered Offering should read the Amended Offering Document before
making an investment decision.
In connection with the Offerings, commissions will be payable in accordance with the policies of the TSX
Venture Exchange (the “Exchange”).
The Offerings are expected to close on or around December 19, 2025, or such other date as agreed upon
between the Company and the Lead Agent (the “Closing Date”) and are subject to certain conditions,
including, but not limited to, the receipt of all necessary approvals including the approval of the Exchange.
It is anticipated that certain related parties of the Company may acquire Units in the Offering s. Any
participation by related parties of the Company in the Offering s will constitute a “related party
transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions (“MI 61 -101”). The Company expects such participation will be exempt from the
formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market
value of the Units subscribed for by the related parties, nor the consideration for the Units paid by such
related parties, is expected to exceed 25% of the Company’s market capitalization.
For further details about Regency Silver please visit www.regency-silver.com.
Technical Information
The technical information contained in this news release has been reviewed by Company director Michael
Tucker, P.Geo, who is recognized as a Qualified Person under the guidelines of National Instrument 43 -
101. Mr. Tucker is a director of the Company and for that reason is not considered independent. Mr.
Tucker has read and approved the technical contents of this news release.
Contact Information
Regency Silver Corp.
Bruce Bragagnolo, CEO
Email: [email protected]
(604) 417-9517
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ABOUT REGENCY SILVER CORP.
Regency Silver Corp. is a Canadian resource company exploring for gold, copper, and silver in Mexico.
Regency Silver is led by a team of experienced professionals with expertise in both exploration and
production. Regency’s flagship project is the Dios Padre project in Sonora, Mexico where Regency made
a gold-copper-silver discovery which appears to be a magmatic -hydrothermal system which widens at
depth. Drill results have included 38 metres of 7.36 g/t gold in hole REG 23-21, 36 metres of 6.84 g/t gold,
0.88% copper and 21.8 g/t silver in hole REG 22-01, and 29.4 m of 6.32 g/t gold in hole REG 23-14.
ABOUT CENTURION ONE CAPITAL
Centurion One Capital ’s mission is to ignite the world ’s most visionary entrepreneurs to conquer the
greatest challenges of tomorrow, fueling their ambitions with transformative capital, unparalleled
expertise, and a global network of influential connections. Every interaction is guided by our core values
of respect, integrity, commitment, excellence in execution, and uncompromising performance. We make
principal investments, drawing on the time -honored principles of merchant banking, where aligned
incentives forge enduring partnerships. Centurion One Capital: A superior approach to investment
banking.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:
This news release contains forward-looking statements and information that are based on the beliefs of
management and reflect Regency Silver’s current expectations. When used in this news release, the words
“estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and
the negative of these words or such variations thereon or comparable terminology are intended to
identify forward-looking statements and information. The forward-looking statements and information in
this news release include information relating to t he Offering s (including Exchange approval and the
closing of the Offering s) and the anticipated use of proceeds of the Offering s. Such statements and
information reflect the current view of Regency. Risks and uncertainties that may cause actual results to
differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward -looking statements involve known and unknown risks, uncertainties and other
factors which may cause our actual results, performance or achievements, or other future events, to be
materially different from any future results, performance or achievements expressed or implied by such
forward-looking statements.
Such factors include, among others, the following risks: (i) there is no assurance that the Offerings will be
completed or as to the actual offering price or gross proceeds to be raised in connection with the
Offerings. In particular, the amount raised may be significantly less than the amounts anticipated as a
result of, among other things, market conditions and investor behaviour; (ii) there is no assurance that
the Company will obtain all requisite approvals for the Offerings; (iii) following completion of the
Offerings, the Company may require additional financing from time to time in order to continue its
operations. Financing may not be available when needed or on terms and conditions acceptable to the
Company; and (iv) the stock markets have experienced volatility th at often has been unrelated to the
performance of companies. These fluctuations may adversely affect the price of the Company’s securities,
regardless of its operating performance.
There are a number of important factors that could cause Regency Silver ’s actual results to differ
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materially from those indicated or implied by forward -looking statements and information. Such factors
include, among others: currency fluctuations; limited business history of the Company; disruptions or
changes in the credit or security markets; results of operation activities and development of projects;
project cost overruns or unanticipated costs and expenses, fluctuations in commodity prices, and general
market and industry conditions.
Regency Silver cautions that the foregoing list of material factors is not exhaustive. When relying on the
Company’s forward-looking statements and information to make decisions, investors and others should
carefully consider the foregoing factors and other uncertainties and potential events. Regency Silver has
assumed that the material factors referred to in the previous paragraph will not cause such forward -
looking statements and information to differ materially from actual results or events. However, the list of
these factors is not exhaustive and is subject to change and there can be no assurance that such
assumptions will reflect the actual outcome of such items or factors.
THE FORWARD -LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE
EXPECTATIONS OF REGENCY SILVER AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS
SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON
FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY
OTHER DATE. WHILE REGENCY SILVER MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS
INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE
LAWS.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States of America. The securities have not been and will not be registered under
the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be
offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered
under the 1933 Act and applicable state securities laws, or an exemption from such registration is
available.
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 press
release.