TORONTO, ON, September 11, 2025 – Silver Crown Royalties Inc. (Cboe: SCRI, OTCQX: SLCRF, BF: QS0) (“Silver Crown”, “SCRi” or the “Company”) is pleased to provide an update on its previously announced private placement.
The offering, originally planned as a non-brokered offering, will now become a brokered private placement (the “Offering”) pursuant to an agreement with Centurion One Capital Corp. as lead agent and sole bookrunner (the “Lead Agent”) to raise up to $2,000,000 through the sale of up to 363,636 units (each, a “Unit”) at an issue price of $5.50 per Unit on a commercially reasonable efforts basis (the “Offering Price”).
Each Unit consists of one common share in the capital of the Company (a “Share”) and one common share purchase warrant (a “Warrant”). Each Warrant entitles the holder to purchase one Share at a price of $8.25 for a period of 36 months from the Closing Date (as defined herein). The Warrants are subject to an acceleration right (the “Warrant Acceleration Right”) if, for any thirty (30) consecutive trading days commencing on the Closing Date, the daily volume-weighted average trading price of the Shares exceeds $11.00. If the Company exercises its right to accelerate the expiry of the Warrants, the new expiry date of the Warrants will be the 30th day following the notice of exercise of such right. In addition, the Company is granting the Lead Agent an option to sell up to an additional 54,545 Units at the Offering Price to generate additional gross proceeds of up to $300,000 (the “Lead Agent’s Option”) on the same terms and conditions as set forth herein. The Lead Agent’s Option may be exercised in whole or in part at any time up to the Closing Date.
The gross proceeds from the Offering will be used to fund the final tranches of two existing silver royalties of the Company and for general working capital.
It is expected that certain insiders of the Company and the Lead Agent will acquire securities under the Offering for up to approximately 25% of the Offering. Any insider participation in the Offering constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The Company expects that such participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the market value of the Units subscribed for by the insiders nor the consideration paid by such insiders for the Units is expected to exceed 25% of the Company’s market capitalization.
In connection with the Offering, commissions will be payable in accordance with the policies of the Cboe Canada Exchange.
The Offering is expected to close on or about September 26, 2025, or such other date as may be agreed upon between the Company and the Lead Agent, and is subject to certain conditions, including, among others, the receipt of all necessary approvals, including the approval of the Cboe Canada Exchange.
The securities will be offered by way of private placement pursuant to the listed issuer financing exemption under section 5A.2 of National Instrument 45-106 – Prospectus Exemptions, as modified by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer Financing Exemption”) in British Columbia, Alberta and Ontario, in the United States pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, and in jurisdictions outside of Canada and the United States as may be agreed upon between the Company and the Lead Agent, provided that no prospectus, registration or similar obligation exists in such other jurisdictions. The securities issued
pursuant to the Listed Issuer Financing Exemption will not be subject to a statutory hold period under applicable Canadian securities laws.
There is an amended offering document (the “Amended Offering Document”) relating to this Offering that can be accessed under the Company’s profile on www.sedarplus.ca and on the Company’s website at silvercrownroyalties.com. Prospective investors should read this Amended Offering Document before making an investment decision.
The securities described herein have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities regulations or pursuant to an exemption therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction.
ABOUT SILVER CROWN ROYALTIES INC.
Silver Crown Royalties (Cboe: SCRI | OTCQX: SLCRF | FRA: QS0) was founded by experienced industry professionals and is a publicly traded silver royalty company dedicated to generating free cash flow. Silver Crown (SCRi) currently holds five silver royalties. Its business model offers investors exposure to precious metals, providing a natural hedge against currency debasement while mitigating the negative impacts of production-related cost inflation. SCRi strives to minimize the economic burden on mining projects while maximizing shareholder returns. For more information, please contact:
Silver Crown Royalties Inc. Peter Bures, Chairman and CEO Phone: (416) 481-1744
Email: pbures@silvercrownroyalties.com
ABOUT CENTURION ONE CAPITAL
Centurion One Capital (“Centurion One”) is a leading independent investment bank dedicated to fostering the growth and success of growth companies across North America. With its unwavering commitment to comprehensive financial solutions and strategic advice, Centurion One is a trusted strategic partner and catalyst, empowering issuers to unlock their full potential. Its team comprises seasoned professionals who combine extensive financial acumen with a deep understanding of diverse industries. Their mission is to empower the world’s most visionary entrepreneurs to tackle tomorrow’s biggest challenges by supporting their ambitions with transformative capital, unparalleled expertise, and a global network of influential connections. Every interaction is guided by the core values of respect, integrity, commitment, excellence in execution, and uncompromising performance. Centurion One makes capital investments based on the proven principles of merchant banking, where aligned incentives create enduring partnerships. Centurion One: A Superior Approach to Investment Banking.
FORWARD-LOOKING STATEMENTS
This news release contains certain “forward-looking statements” and “forward-looking information” within the meaning of applicable Canadian and U.S. securities laws. Forward-looking statements and information are generally identifiable by the use of forward-looking terminology such as “may”, “will”, “should”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plan” or similar terms. Forward-looking information contained herein is made as of the date of this news release and is intended to help readers understand management’s current expectations and plans for the future. Readers are cautioned that such information may not be appropriate for other purposes. Forward-looking statements and information include, but are not limited to, statements concerning the completion of the Offering, the expected gross proceeds, the intended use of such proceeds, the timing of closing, and the receipt of regulatory approvals.
Forward-looking statements and information are based on projections of future results, estimates of amounts not yet determinable and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual actions, events or results to differ materially from those expressed or implied by such forward-looking information, including, but not limited to: the impact of general business and economic conditions; the lack of control over mining operations from which SCRi will purchase gold and other metals or from which it will receive royalties, and risks related to those mining operations, including risks related to international activities, governmental and environmental regulations, delays in construction and operation of mines, actual results of mining and ongoing exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined; accidents, equipment failures, title matters, labour disputes or other unanticipated difficulties or interruptions of operations; SCRi’s ability to enter into definitive agreements and complete contemplated royalty transactions; the inherent uncertainties associated with the valuations SCRi places on its royalty interests; issues relating to the marketability of gold and other metals; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; industry conditions, including fluctuations in the prices of the commodities mined at such operations, fluctuations in exchange rates and fluctuations in interest rates; the interpretation of existing tax laws by governmental entities
legislation or the enactment of new tax laws that adversely affect SCRi; volatility of equity markets; regulatory restrictions; liability, competition, the potential impact of epidemics, pandemics or other public health crises on SCRi’s business, operations and financial condition, loss of key personnel. SCRi has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking statements. However, there may be other factors that cause results not to be as anticipated, estimated or intended. No assurance can be given that such statements 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 statements or information. SCRi undertakes no obligation to update forward-looking information, except as required by applicable law. Such forward-looking information represents management’s best estimate based on information currently available.
This document does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in Canada, the United States or any other jurisdiction. Any offer to sell or solicitation of an offer to buy the securities described herein will be made only on the basis of the subscription documents between the Company and prospective purchasers. Any such offer will be made in reliance on exemptions from prospectus and registration requirements under applicable securities laws, pursuant to a subscription agreement to be entered into between the Company and prospective investors. No assurance can be given that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.
CBOE CANADA DOES NOT ASSUME RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.
