Vancouver, British Columbia--(Newsfile Corp. - May 27, 2025) - Magma Silver Corp. (TSXV: MGMA) (FSE: BC21) (WKN: A411DV) (the "Company") is pleased to announce the closing of the second tranche of its non-brokered private placement for gross proceeds of CAD $597,850 (the "Second Tranche") for a total of $1,500,000 for both tranches. For information respecting the first tranche of the Company's non-brokered private placement, please see the Company's news release dated April 15, 2025.
Second Tranche Private Placement
The Company closed the Second Tranche through the issuance of 5,978,500 units (each a "Unit") at a price of CAD $0.10 per Unit for aggregate proceeds of CAD $597,850. Each Unit consists of one (1) common share of the Company (a "Share") and one-half of one (1/2) common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one (1) additional common share in the capital of the Company (a "Warrant Share") at a price of $0.20 per Warrant Share at any time prior to 5:00 p.m. (Vancouver time) on the date that is 24 months following the closing date, subject to acceleration (as described herein). The Warrants are transferable but not listed for trading. If during the period beginning four months and one day after the closing date, the Company's shares trade on the TSXV at or above a daily volume weighted average trading price of $0.50 per Common Share for ten (10) consecutive trading days, the Company will be entitled to give notice that the Warrants will expire thirty (30) days from the date of providing such notice.
In connection with the Second Tranche, the Company paid $22,000 in finder's fees and issued 220,000 finder's warrants, each exercisable into one (1) common share of the Company, at an exercise price of $0.20 for 24 months following the closing date.
The securities issued pursuant to the Second Tranche are subject to a hold period whereby the securities shall be released four (4) months plus one (1) day from the closing date of the Second Tranche. The Company plans to use the net proceeds from the Second Tranche for work programs on the Niñobamba advanced stage silver gold project in Peru and for general working capital.
The Second Tranche closing involved the issuance of an aggregate of 28,500 Units to directors, officers and insiders of the Company for gross proceeds of $2,850. Accordingly, the issuance of such securities (collectively, the "Insider Participation") constituted "related party transactions" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company was exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the Insider Participation in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the Insider Participation nor the securities issued in connection therewith exceeded 25% of the Company's market capitalization.
The securities issued under the Second Tranche have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation, or sale would be unlawful.
About Magma Silver Corp.
Magma Silver Corp. is a natural resource company with a focus on the acquisition, exploration, development, and operation of precious metal mining exploration projects. The Company's primary focus will be on exploring and developing the advanced Niñobamba silver gold project in the mining supportive country of Peru.
For further information, please contact Magma Silver Corp.:
Stephen Barley, Executive Chairman
Jason Baker, Chief Financial Officer
Phone: +1-604-252-2672
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Website: www.magmasilver.com
Reader Advisory
This news release may contain forward-looking information within the meaning of applicable securities laws. All information and statements other than statements of current or historical facts contained in this news release are forward-looking information. Forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in the Company's periodic filings with Canadian securities regulators. When used in this news release, words such as "will", "could", "plan", "estimate", "expect", "intend", "may", "potential", "should," and similar expressions, are forward- looking statements. The information provided in this document is necessarily summarized and may not contain all available material information. Forward-looking statements include those in relation to the expected use of proceeds from the Second Tranche and the Company's expectations regarding the potential for economic mineralization on the Niñobamba project. Although the Company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can't make any assurances that its expectations will be achieved. Such assumptions may prove incorrect. Although the Company has attempted to identify important factors that could cause actual results, performance, or achievements to differ materially from those contained in the forward- looking statements, there can be other factors that cause results, performance, or achievements not to be as anticipated, estimated, or intended. There can be no assurance that such information will prove to be accurate or that management's expectations or estimates of future developments, circumstances, or results will materialize. As a result of these risks and uncertainties, no assurance can be given that any events anticipated by the forward-looking information in this news release will transpire or occur, or, if any of them do so, what benefits that the Company will derive therefrom. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this news release, and the Company disclaims any intention or obligation to update or revise such information, except as required by applicable law.
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.
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