Defiance Silver Corp. Announces Increase in LIFE Brokered Offering of up to C$14.5 Million

Published: 2025-06-06 09:34:05 ET DEF.V

Published on 06/06/2025 at 09:34

Vancouver, Canada - Defiance Silver Corp. (TSXV: DEF) (FSE: D4E), (WKN: A1JQW5) (the 'Company' or 'Defiance') is pleased to announce that, due to strong investor demand, the Company has increased the size of its previously announced 'best effort' private placement (the 'Marketed Offering') '), from a total gross proceeds of $CA 8,000,000 to a total gross proceeds of $CA 13,000,000.

The marketed upsized Offering includes the sale of up to 52,000,000 units of the Company (each, a 'Unit') at a price of $CA 0.25 per Unit (the 'Offering Price').

Each Unit will consist of one (1) common share of the Company (each, a 'Common Share') and one-half (1/2) common share purchase warrant (each whole warrant, a 'Warrant'). Each Warrant will entitle the holder thereof to acquire one Common Share (each, a 'Warrant Share') at a price of $CA 0.35, at any time until the date falling 24 months after the Closing Date (as defined herein).

Red Cloud Securities Inc. (the 'Agent') is acting as sole agent and bookrunner in connection with the Brokered Offering (as defined herein). The Company has granted the Agent an over-allotment option, exercisable in whole or in part up to 48 hours prior to the closing of the Marketed Offering, to sell up to an additional 8,000,000 Units at the Offering Price for additional gross proceeds of up to $CA 2,000,000 (the 'Agent Option'). The Marketed Offering and the securities issuable upon exercise of the Agent's Option are collectively referred to as the 'Brokered Offering'.

Concurrent with the Brokered Offering, the Company intends to complete a non-brokered private placement (the 'Non-Brokered Offering ' and, together with the Brokered Offering, the 'Offerings') of up to 6,000,000 units of the Company (the 'Non-Brokered Units') and, together with the Units, the 'Offered Securities ') at a price of $CA 0.25 per Non-Brokered Unit, for additional gross proceeds of up to $CA 1,500,000. The Non-Brokered Units will be issued on substantially the same terms as the Units. The Non-Brokered Units will be offered by way of 'accredited investor' and 'minimum investment' exemptions under National Instrument 45-106 Prospectus Exemptions ('NI 45-106').

The Company intends to use the net proceeds of the brokered Offering to continue exploration work on its projects, complete a mineral resource estimate for its San Acacio project, make periodic option payments on its Tepal project, and for general working capital to support its operations, as further described in the Offering Document (as defined herein). The net proceeds of the Non-Brokered Offering will be used for general working capital.

Subject to the satisfaction of applicable regulatory requirements and in accordance with NI 45-106, the Units will be offered pursuant to the Listed Issuer Financing Exemption under Part 5A of NI 45-106 (the 'Listed Issuer Financing Exemption'). The Common Shares and Warrant Shares underlying the Units are expected to be immediately freely tradable in accordance with applicable Canadian securities laws.

A document relating to the Brokered Offering (the 'Amended Offering Document') is available under the Company's profile at www.sedarplus.ca and on the Company's website at www.defiancesilver.com. Prospective investors should read this amended Offering Document before making any investment decision.

The Agent will also have the right to offer the Securities offered for sale in the United States pursuant to exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the 'U.S. Securities Act'), as well as in other jurisdictions outside of Canada and the United States, provided that no prospectus filings or comparable requirements are required by such other jurisdictions. All securities not issued pursuant to the Listed Issuer Financing Exemption will be subject to a hold period in accordance with applicable Canadian securities laws, expiring four months and one day after the date of issuance of the Offered Securities.

The brokered Offering is expected to close on June 17, 2025 or such other date as may be agreed upon by the Company and the Agent (the 'Closing Date'). The completion of the Offerings is subject to certain conditions, including the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange (the 'TSXV').

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities offered have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. person (as that term is defined in Regulation S).under the 1933 Act), except pursuant to an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws.

About Defiance Silver Corp.

Defiance Silver Corp. is an exploration company working on the Zacatecas District Project, located in the historic Zacatecas Silver District and the Tepal Gold and Copper Project in the state of Michoacan, Mexico. Defiance is led by a team of recognized mining developers with a proven track record of exploring, advancing and developing several operating mines and resource projects. Defiance's goal is to develop the San Acacio and Tepal projects into leading silver and gold deposits in Mexico.

Contact:

Chris Wright'

Chief Executive Officer and Chairman of the Board of Directors

Tel: +1 (604) 343-4677

Email: at [email protected].

Cautionary Note Regarding Forward-Looking Statements

This press release contains statements that constitute 'forward-looking information' and 'forward-looking statements' within the meaning of applicable Canadian and U.S. securities laws (collectively, 'forward-looking information'). In particular, this news release contains forward-looking information regarding, among other things, the Offerings, the expected closing date of the Brokered Offering, the intended use of proceeds from the Offerings, the approval of the TSXV and the filing of the Offering Document. This forward-looking information involves known and unknown risks, uncertainties and other factors that may cause Defiance's actual results, performance or achievements, or developments in the industry, to be materially different from the anticipated results, performance or achievements expressed or implied by such forward-looking information.

Forward-looking information includes statements that are not historical facts and are generally, but not always, identified by the use of words such as 'expects', 'expects', 'anticipates', 'believes', 'intends', 'estimates', 'projects', 'potential' and similar expressions, or that certain events or conditions 'will', 'would', 'could', 'could', 'would' or 'should' occur.

Although Defiance believes that the forward-looking information contained in this news release is reasonable based on information available as of the date hereof, by its nature, forward-looking information involves assumptions, known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements, or other future events to be correct. differ materially from those expressed or implied by such forward-looking information.

The forward-looking information contained in this news release reflects the Company's expectations as of the date of this news release and is therefore subject to change after such date. Readers are cautioned not to place undue reliance on this forward-looking information or to place any future reliance on it. Although the Company may choose to update this information, it does not undertake any obligation to do so, except as required by applicable law.