May 17, 2023
Silver X Mining Announces Non-Brokered Private Placement of Up To C$3.0 Million
All dollar amounts reflected in Canadian dollars unless otherwise stated.
Vancouver, BC, May 17, 2023 – Silver X Mining Corp. (TSX-V: AGX) (OTCQB: AGXPF) (F: AGX) (“Silver X” or the “Company”) announces a non-brokered private placement (the “Private Placement”) of up to 10,000,000 units (the “Units”) at a price of $0.30 per Unit for gross proceeds of up to $3,000,000. Each Unit will be comprised of one common share (a “Share”) and one Share purchase warrant (a “Warrant”) with each Warrant entitling the holder to purchase one Share of the Company at a price of $0.45 per Share for a period of 24 months from the date of closing of the Private Placement (the “Closing Date”).
In the event that at any time following the date that is 4 months and one day following the Closing Date, the closing price of the Shares of the Company is at or above $0.60 per Share for a period of 10 consecutive trading days during the Warrant exercise period (with the 10th such trading day hereafter referred to as the “Eligible Acceleration Date”), the Warrant expiry date shall accelerate to the date that is 60 days after the Eligible Acceleration Date.
Finders’ fees of 6% cash and 6% finder’s warrants may be payable to eligible parties.
The Company intends to use the net proceeds from the Offering for capital expenditures and exploration related to the Nueva Recuperada Silver District in Peru (the “Project”) and potential acquisitions of assets.
The securities being offered under the Offering will be issued pursuant to applicable exemptions from the prospectus requirements under applicable securities laws and will be subject to a hold period that will expire four months and one day from the Closing.
Closing of the proposed Offering is anticipated to occur on or about June 29, 2023. Closing of the Offering is subject to receipt of all necessary regulatory approvals including acceptance of the TSX Venture Exchange.
Revenue Mine Assets Acquisition Update
On April 17, 2023, the Company announced that it had signed a purchase agreement to acquire the Revenue Mine assets, in Colorado, USA, out of receivership. The transaction remains subject to a number of conditions, including, without limitation, the approval of the District Court, Ouray County, State of Colorado (the “District Court”). The receiver has filed documents with the District Court seeking approval for the sale. As a part of the receivership process, two creditors have filed objections to the receiver’s motion to approve the sale. The parties are awaiting determination of the District Court’s review of this matter. At this time the conditions for closing have not been met and there remains uncertainty as to whether they will be met. The Company has been to site and met with the Ouray Board of County Commissioners, receiving positive feedback from the community who
are eager to see mining activity return to the region. Silver X will continue providing progress reports as and when available as the Company continues to work to meet the conditions precedent and secure court approval.
This news release does not constitute an offer to sell or solicitation of an offer to sell any 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 (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Silver X
Silver X is a growing silver producer building a multi-asset precious metals platform in Peru. The Company’s portfolio includes the Nueva Recuperada Project, a district-scale land package of over 20,000 hectares with two mining units and more than 200 exploration targets, as well as the recently acquired Pampas Project.
With existing production, scalable expansion opportunities, and significant exploration upside, Silver X is positioned for continued growth and long-term value creation. For more information visit our website at www.silverxmining.com.
On Behalf of the Board
José M. García
CEO and Director
For further information, please contact:
Susan Xu
Investor Relations
NON-IFRS MEASURES
The Company has included certain non-IFRS financial measures and ratios in this news release, as discussed below. The Company believes that these measures, in addition to measures prepared in accordance with IFRS, provide investors an improved ability to evaluate the underlying performance of the Company. The non-IFRS measures and ratios are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These financial measures and ratios do not have any standardized meaning prescribed under IFRS and therefore may not be comparable to other issuers.
EBITDA and Adjusted EBITDA
“EBITDA” is comprised as income (loss) less interest, income tax and depreciation and amortization. Management believes that EBITDA is a useful indicator for investors, and is used by management, in evaluating the operating performance of the Company. See “Reconciliation of Net (Loss) / Income to Adjusted EBITDA” for a quantitative reconciliation of EBITDA to the most directly comparable financial measure.
“Adjusted EBITDA” is comprised as income (loss) less interest, income tax, depreciation, amortization, share-based compensation, foreign exchange gain (loss), and certain non‑recurring or non‑cash items where applicable. Management believes that Adjusted EBITDA is a useful indicator for investors, and is used by management, in evaluating the operating performance of the Company. See “Reconciliation of Net (Loss) / Income to Adjusted EBITDA” for a quantitative reconciliation of Adjusted EBITDA to the most directly comparable financial measure.
Cash Costs and All-In Sustaining Cost (“AISC”)
The Company uses cash costs, cash costs per AgEq ounce produced, AISC, and AISC per AgEq ounce produced to manage and evaluate its operating performance in addition to IFRS measure because Company believes that conventional measures of performance prepared in accordance with IFRS do not fully illustrate the ability of its operations to generate cash flows. The Company understands that certain investors use these measures to determine the Company’s ability to generate earnings and cash flows for use in investing and other activities. Management and certain investors also use this information to evaluate the Company’s performance relative to peers who present this measure on a similar basis.
Cash costs are calculated by starting with cost of sales, and then adding treatment and refining charges, and changes in depreciation and amortization. Total cash production costs include cost of sales, changes in ore and concentrate inventories, changes in depreciation and amortization, less transportation and other selling costs and royalties. Cash costs per AgEq ounce is calculated by dividing cash costs by the AgEq ounces produced.
AISC and AISC per AgEq ounce produced are calculated based on guidance published by the World Gold Council (and used as a standard of the Silver Institute). The Company presents AISC based on AgEq ounces produced. AISC is calculated by taking the cash costs and adding sustaining costs. Sustaining costs are defined as capital expenditures and other expenditures that are necessary to maintain current production. Management has exercised judgment in making this determination.
Cautionary Note Regarding Production without Mineral Reserves
The decision to commence production at the Nueva Recuperada Project and the Company’s ongoing mining operations as referenced herein (the “Production Decision and Operations”) are based on economic models prepared by the Company in conjunction with management’s knowledge of the property and the existing estimate of mineral resources on the property. The Production Decision and Operations are not based on a preliminary economic assessment, a pre-feasibility study or a feasibility study of mineral reserves demonstrating economic and technical viability. Accordingly, there is increased uncertainty and economic and technical risks of failure associated with the Production Decision and Operations, in particular: the risk that mineral grades will be lower than expected; the risk that additional construction or ongoing mining operations are more difficult or more expensive than expected; and production and economic variables may vary considerably, due to the absence of a detailed economic and technical analysis in accordance with NI 43-101.
Cautionary Statement Regarding “Forward-Looking” Information
This press release contains forward-looking information within the meaning of applicable Canadian securities legislation (“forward-looking information”). Forward-looking information is generally identified by words such as “plans”, “expects”, “estimates”, “intends”, “anticipates”, “believes”, or similar expressions, including statements that certain events or results “may”, “could”, “would” or “will” occur. All statements other than historical facts constitute forward-looking information, including, without limitation, statements regarding exploration plans, operating results, expected project performance, the potential for resource expansion at Tangana, the economic viability of the Tangana Mining Unit, and the Company’s expected financial performance.
Forward-looking information is based on a number of assumptions, including that general economic and business conditions will not materially worsen; commodity demand and prices will remain stable or improve; required permits and approvals will be obtained on a timely basis; operations will not be materially disrupted by accidents, labour issues or equipment failures; financing will be available; equipment and supplies will be accessible as needed; resource estimates and underlying assumptions (including size, grade and recovery) are reasonable; and the Company will be able to attract and retain qualified personnel and execute its strategic objectives.
Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information, including but not limited to those risks described in the Company’s annual and interim MD&As and in its public documents filed on www.sedarplus.ca from time to time. Forward- looking statements are based on the opinions and estimates of management as of the date such statements are made. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward- looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
