Sierra Madre Announces Closing of First Tranche of $19.5 Million Best Efforts Private Placement of Units
Sierra Madre Announces Closing of First
Tranche of $19.5 Million Best Efforts Private
Placement of Units
Vancouver, British Columbia--(Newsfile Corp. - July 24, 2025) - Sierra Madre Gold and Silver Ltd.
(TSXV: SM) ("
Sierra Madre
" or the "
Company
") is pleased to announce it has closed the first tranche
(the "
First Tranche
") of its previously announced brokered private placement offering of up to
27,858,000 units of the Company (each a "
Unit
") at a price of $0.70 per Unit (the "
Issue Price
") for
aggregate gross proceeds to the Company of up to $19,500,600 (the "
Offering
"). The First Tranche
consisted of 25,358,000 Units for gross proceeds of $17,750,600. Beacon Securities Limited
("
Beacon
") is acting as lead agent and sole bookrunner, on behalf of a syndicate of agents including
Canaccord Genuity Corp. (together with Beacon, the "
Agents
") in connection with the Offering.
Each Unit issued pursuant to Part 5A of National Instrument 45-106 -
Prospectus Exemptions
("
NI 45-
106
"), as amended and supplemented by Coordinated Blanket Order 45-935 -
Exemptions from
Certain Conditions of the Listed Issuer Financing Exemption
(the "
Listed Issuer Financing
Exemption
") consists of one common share in the capital of the Company (a "
Unit Share
"), and one
half of one common share purchase warrant (each whole warrant a "
Warrant
") of the Company. Each
Warrant entitles the holder thereof to acquire one common share (a "
Warrant Share
") at a price per
Warrant Share of $0.85 for a period of 12 months from the date of issuance.
The Company intends to use the net proceeds of the Offering to expand the capacity of the Guitarra
mine, conduct a detailed exploration program, including drilling, at the East District, and for working
capital and general corporate purposes.
Certain directors and officers of the Company ("
Interested Parties
") subscribed for a total of 686,000
Units in the First Tranche, for aggregate gross proceeds of $480,200. The placement to the Interested
Parties constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 -
Protection of Minority Securityholders 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), respectively, as the fair market value of the Units issued
to the Interested Parties in connection with the Offering does not exceed 25% of the market
capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a
material change report in respect of the related party transaction at least 21 days before the closing of
the Offering as the details of the participation of Interested Parties had not been confirmed at that time.
In connection with the closing of the First Tranche, the Company paid the Agents a cash fee of
$1,171,933 and issued to the Agents 1,674,190 compensation options (each, a "
Compensation
Option
"). Each Compensation Option entitles the Agents to purchase one common share at the Issue
Price during a term of 12 months from the closing of the First Tranche. The Company has also paid the
Agents a corporate financing fee of $26,500. In addition, the Agents received 38,010 corporate finance
fee compensation options on the same terms as the Compensation Options.
Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the
Units were offered for sale (i) to purchasers resident in Canada, other than Quebec, pursuant to the
Listed Issuer Financing Exemption, (ii) in the United States pursuant to available exemptions from the
registration requirements of the
United States Securities Act of 1933
, as amended (the "
U.S.
Securities Act
") and applicable U.S. state securities laws, and (iii) in such other jurisdictions outside of
Canada and the United States, provided that no prospectus, registration statement or similar document
is required to be filed in such foreign jurisdiction. The securities issued under the Listed Issuer Financing
Exemption to Canadian subscribers are not subject to a hold period in Canada. The Offering remains
subject to final acceptance by the TSX Venture Exchange.
The amended and restated offering document dated July 21, 2025 related to the Offering and the use by
the Company of the Listed Issuer Financing Exemption can be accessed under the Company's profile at
www.sedarplus.ca
and on the Company's website at
www.sierramadregoldandsilver.com
. Prospective
investors should read this offering document before making an investment decision.
The securities have not been registered under the U.S. Securities Act, or any U.S. state securities laws,
and were not offered or sold in the "United States" (as such term is defined in Regulation S under the
U.S. Securities Act) unless registered under the U.S. Securities Act and applicable U.S. state securities
laws or an exemption from such registration is available. 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 jurisdiction in
which such offer, solicitation or sale would be unlawful.
About Sierra Madre
Sierra Madre Gold and Silver Ltd. is a precious metals development and exploration company focused
on the Guitarra mine in the Temascaltepec mining district, Mexico, and the exploration and development
of its Tepic property in Nayarit, Mexico. The Guitarra mine is a permitted underground mine, which
includes a 500 t/d processing facility that operated until mid-2018 and restarted commercial production
in January 2025.
The +2,600 ha Tepic Project hosts low-sulphidation epithermal gold and silver mineralization with an
existing historic resource.
Sierra Madre's management team has played key roles in managing the exploration and development of
silver and gold mineral reserves and mineral resources. Sierra Madre's team of professionals has
collectively raised over $1 billion for mining companies.
On behalf of the board of directors of Sierra Madre Gold and Silver Ltd.,
"
Alexander Langer
"
Alexander Langer
President, Chief Executive Officer and Director
Contact:
Cautionary Note Regarding Forward-Looking Information
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
news release.
This press release contains "forward-looking information" within the meaning of applicable Canadian
securities legislation and statements that are based on the beliefs of management and reflect the
Company's current expectations. When used in this press 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. Such statements and information reflect the current view of the Company.
Forward-looking statements and forward-looking information in this press release include, but are not
limited to, statements with respect to the timing and completion of the Offering, the use of proceeds of
the Offering and the receipt of regulatory approvals for the Offering.
Risks and uncertainties 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. The forward-looking information and
forward-looking statements contained in this press release are made as of the date of this press
release, and the Company does not undertake to update any forward-looking information or forward-
looking statements that are contained or referenced herein, except as may be required in accordance
with applicable securities laws. All subsequent written and oral forward-looking information and
statements attributable to the Company or persons acting on its behalf is expressly qualified in its
entirety by this notice regarding forward-looking information and statements.
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