Tier One Silver plans to raise a minimum of C$12 million and up to C$17 million at C$0.07 per unit, with part of the money going to the first payment on an option to acquire control of a copper-molybdenum project in Ecuador. The company announced the private placement on August 13, 2026.
Each unit consists of one common share and one full warrant. The warrant is exercisable at C$0.15 for three years from the closing of the offering, which the company is targeting for early September 2026. A warrant is a right to buy an additional share at a fixed price; if exercised, it issues new shares and further dilutes existing holders.
The agents have also been granted an over-allotment option for up to an additional C$8.5 million of units, taking the maximum to C$25.5 million. That option can be exercised in whole or in part until 48 hours before closing.
At the C$0.07 issue price, the C$12 million minimum implies roughly 171 million units, the C$17 million upper end roughly 243 million, and a fully exercised over-allotment about 364 million — each accompanied by a matching warrant. The release does not state the company's current share count, so the dilution cannot be measured from the release alone.
Of the minimum net proceeds, the company says US$1.8 million will fund the initial purchase payment under an option to acquire a 70% controlling interest in Compañía Minera Ruta de Cobre S.A. A letter of intent for that transaction was announced on June 29, 2026. The release does not disclose the total consideration payable for the 70% interest, nor the schedule of any further payments.
The Ruta de Cobre project is in Azuay Province, Ecuador. Tier One describes it as one of South America's largest greenfield mineral projects; the release gives no resource estimate, drill results or other technical figures to support that characterisation, and it should be read as a company claim rather than a verified fact.
Remaining proceeds are to be used to set up exploration operations in Ecuador, begin a first phase of exploration at Ruta de Cobre and provide working capital, according to the release. Anything raised above the C$12 million minimum would go toward accelerating exploration and additional working capital. No exploration budget or timeline has been disclosed.
Terms and conditions
3L Capital Inc. is lead agent and sole bookrunner. Its compensation is a 7% cash fee plus warrants equal to 7% of the offering, exercisable at the issue price for three years from closing. On the C$12 million minimum, the cash fee alone would be C$840,000.
Closing of the financing is conditional on the concurrent execution and closing of the Ruta de Cobre share purchase. Both transactions remain subject to customary conditions, including signed subscription agreements, professional opinions and approval from the TSX Venture Exchange. Neither is complete as of the announcement.
The shares, warrants and any shares issued on exercise of the warrants will carry a four-month-and-one-day hold period in Canada from closing, applied separately to any later tranches.
The company also notes that insiders may participate in the offering, relying on exemptions from the formal valuation and minority shareholder approval requirements of Multilateral Instrument 61-101. It says the exemptions apply because neither the value of securities issued to insiders nor the consideration they pay will exceed 25% of market capitalisation. The release does not say which insiders intend to subscribe or for how much.
Tier One's existing asset is the Curibaya project in Peru. The company says that on completion of the Ruta de Cobre transaction, the Ecuadorian project becomes its flagship.
The financing is an offering announcement, not a completed raise: no funds have been received and no subscription agreements were reported as signed. Whether the exploration programme proceeds depends on both the placement and the Ecuador acquisition closing together.
Source: Newsfile
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