October 3, 2023 – Vancouver, British Columbia – Highlander Silver Corp. (CSE:HSLV) (the “Company” or “Highlander Silver”) is pleased to announce that it has negotiated a $3 million offering of units (the “Offering”) with strategic investors, including the Augusta Group and members of the Lundin family. Concurrent with the Offering the Company will be completing a consolidation of its common shares on a 2 for 1 basis (the “Consolidation”).
The Offering is comprised of 30,000,000 post-consolidated units of the Company at $0.10 per unit (each a “Unit”) for gross proceeds of $3,000,000. Each Unit will be comprised of one post-consolidated common share (a “Share”) and one whole warrant exercisable for one Share at a price of $0.15 per Share for a period of 3 years from the date of issuance.
Highlander Silver President and CEO, David Fincham stated, “We very much appreciate the continued support of the Augusta Group and are delighted to welcome members of the Lundin family as new investors in Highlander. The funds from this private placement and the backing from our strategic investors mean we can continue to work vigorously towards our vision of building Highlander into company with a focused portfolio of Tier 1 potential exploration stage assets.”
The Company plans to use the net proceeds for permitting and subsequent drilling at the La Estrella project, ongoing assessment of acquisition opportunities and for general corporate purposes.
In accordance with the policies of the Canadian Securities Exchange (the “CSE”), current shareholders of the Company who hold more than 50% of the issued and outstanding common shares have consented, in writing, to Augusta Investment Inc. and the Lundin affiliate’s participation in the Offering.
The Consolidation and Offering are expected to be completed on or before October 20th, 2023.
The Company’s common shares will commence trading on a post-consolidated basis on a date to be announced in a subsequent news release and determined in consultation with the CSE. The Company’s name and trading symbols will remain unchanged.
On completion of the Consolidation and Offering, the Company will have 60,460,434 common shares issued and outstanding. The number of post-consolidated common shares to be received by shareholders will be rounded up to the nearest whole number for fractions of 0.5 or greater or rounded down to the nearest whole number for fractions of less than 0.5. A letter of transmittal with respect to the Consolidation will be mailed to registered holders of common shares with instructions on how to exchange existing share certificate(s) for new share certificate(s). The letter of transmittal will also be available on the Company’s profile on SEDAR+.
The Offering is subject to CSE approval and the securities issued pursuant to the Offering will be subject to a statutory hold period of four months from the date of issuance.
The proposed investment by Augusta Investments 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 is relying on the exemptions from the formal valuation requirements contained in section 5.5(b) of MI 61-101 and the minority shareholder approval requirements contained in section 5.7(1)(b) of MI 61-101, as the Company is not listed on specified markets and the fair market value of the securities to be distributed to related parties does not exceed $2,500,000.
About Highlander Silver
Highlander Silver Corp. is a mineral exploration company focused on the exploration of silver-polymetallic projects in central Peru, as well as targeting the acquisition of additional mineral projects by leveraging the team’s significant experience in Peru and South America more widely. Additional information about Highlander Silver and its mineral projects can be viewed on the Company’s SEDAR (www.sedar.com) profile at www.sedar.com and its website at www.highlandersilver.com
Neither the Canadian Securities Exchange (CSE) nor the Investment Industry Regulatory Organization of Canada (IIROC) accepts responsibility for the adequacy or accuracy of this news release.
For further information, please contact:
Chief Executive Officer
Highlander Silver Corp.
(604) 283 7630
Certain information contained in this news release constitutes “forward-looking information” under Canadian securities legislation. This includes, but is not limited to, information or statements with respect to the future exploration plans of the Company, timing of future exploration, anticipated results of exploration and potential mineralization of the Project. Such forward looking information or statements can be identified by the use of words such as “believes”, “plans”, “suggests”, “targets” or “prospects” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “will” be taken, occur, or be achieved. Forward-looking information involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company and/or its subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking information. Such factors include, among others, general business, economic, competitive, political and social uncertainties, the actual results of current exploration activities, , changes in project parameters as plans continue to be refined, future prices of precious and base metalsaccident, labour disputes and other risks of the mining industry, and delays in obtaining governmental approvals or financing. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that could cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein are made as of the date of this news release. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change, except as required by applicable securities laws. Accordingly, the reader is cautioned not to place undue reliance on forward-looking information.