April 12, 2024
Silver X Mining Announces Closing of Final Tranche of Upsized Non-Brokered Private Placement to Complete its $5,000,000 Offering
Vancouver, British Columbia, April 12, 2024 – SILVER X MINING CORP. (TSX-V: AGX) (F: AGX) (“Silver X” or the “Company”) announces that it has closed the second and final tranche of its previously announced non-brokered private placement offering (the ” Private Placement “) with the placement of 21,621,577 units (the “Units”) at a price of $0.18 per Unit for gross proceeds of $3,891,884. On April 4, 2024, the Company announced the closing of the first tranche of the Private Placement with proceeds of $1,108,116. In total, the Company has placed 27,777,776 units for aggregate gross proceeds of $5,000,000.
Each Unit consists of one common share (a “Share”) and one half of one Share purchase warrant (a “Warrant”) with each whole Warrant entitling the holder to purchase one Share of the Company at a price of $0.30 per Share for a period of 36 months from the date of closing of the Private Placement (the “Closing Date”).
Proceeds of the Private Placement will be used for capital expenditures and exploration related to the Nueva Recuperada Silver District in Peru (the “Project”) and potential acquisitions of assets.
All securities issued and issuable in connection with the second tranche closing of the Private Placement are subject to a statutory hold period expiring on August 13, 2024. Closing of the Private Placement is subject to receipt of all necessary regulatory approvals including final acceptance of the TSX Venture Exchange.
Under the second tranche of the Private Placement, the Company paid fees to eligible finders consisting of (i) $52,153.65 in cash and (ii) 272,963 finder’s warrants (the “Finder’s Warrants) exercisable into one Share at a price of $0.30, and (iii) 16,668 Finder’s Warrants exercisable into one Share at a price of $0.18. The Finder’s Warrants are exercisable for a period of 36 months from the Closing Date.
CEO, Jose M. Garcia, and Vice President, Corporate Development, Sebastian Wahl, (the “Insiders”) have each participated for a total of approximately $2,273,009 worth of Units in the second tranche of the Private Placement. The participation by the Insiders of the Company in the Private Placement constitutes a related party transactions within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Such participation is exempt from the formal valuation and minority shareholder approval requirements in sections 5.5(a) and 5.7(1)(a), as neither the fair market value of the securities issued, nor the fair market value of the consideration for the securities issued exceeds 25% of the Company’s market capitalization as calculated in accordance with MI 61-101. A material change report in connection with the Private Placement will be filed less than 21 days before the closing of the Private Placement. This shorter period was reasonable and necessary in the circumstances as the Company wished to complete the Private Placement in a timely manner.
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.
Shares for Debt
The Company also announced announces the successful completion of its shares for debt initiative, a strategic step in strengthening its balance sheet and positioning the Company for future growth. This initiative is in line with the Company’s commitment to financial prudence and shareholder value maximization.
Further to the Company’s news release dated February 1, 2024 and pursuant to agreements dated October 2, 2023, as amended March 17, 2024, the Company has settled US$2,181,458 of indebtedness owed to MARTINEZ CONTRATISTAS E INGENIERIA S.A. through the issuance of 6,000,000 common shares, the equivalent of an issue price of C$0.499 per share. The indebtedness related to design, engineering and technical consulting services rendered to the Company. This strategic decision to issue shares in lieu of cash payment is aimed at preserving the Company’s working capital, thereby ensuring operational efficiency and financial flexibility. All common shares issued in satisfaction of the indebtedness will be subject to a four-month hold period expiring on August 13, 2024.
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 20,795 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.
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 measures because the 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. 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. 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. 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 pre-feasibility study or a feasibility study of mineral reserves demonstrating economic and technical viability. The 2025 Preliminary Economic Assessment referred to in this news release is preliminary in nature, includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that its results will be realized. 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.
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”, “targets”, “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 the timing and achievement of a 1,000 tpd run rate, expected unit cost reductions, exploration plans and results, the timing of permits, the sufficiency of the Company’s capital resources, and the production and economic outcomes contemplated by the 2025 Preliminary Economic Assessment.
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 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. 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.
