Regency Silver Announces $2.0 Million Brokered LIFE Offering Led by Centurion One Capital

Rhea-AI Summary

Regency Silver (OTCQB: RSMXD) announced a brokered private placement to raise up to $2.0 million by selling up to 11,428,571 Units at $0.175 per Unit, each Unit including one common share and one warrant exercisable at $0.26 for 36 months. The lead agent, Centurion One Capital, has an option to increase the Offering by 1,714,286 Units to total $2.3 million.

Proceeds are earmarked for drilling at the Dios Padre Project in Sonora, Mexico and general working capital. Closing is expected on or around December 18, 2025, subject to Exchange approval. Related parties may participate and such participation is expected to be exempt from formal MI 61-101 approval.

Positive

• Offering up to $2.0M to fund drilling
• Warrants exercisable at $0.26 for 36 months
• Agent option expands offering to $2.3M
• No statutory Canadian hold period on securities

Negative

• Share issuance may dilute existing shareholders
• Related party participation could raise minority concerns

Vancouver, British Columbia--(Newsfile Corp. - December 9, 2025) - Regency Silver Corp. (TSXV: RSMX) (OTCQB: RSMXD) ("Regency Silver" or the "Company") is pleased to announce that it has entered into an agreement with Centurion One Capital Corp. (the "Lead Agent") as lead agent and sole bookrunner, in connection with a brokered private placement to raise up to $2,000,000 (the "Offering") through the sale of up to 11,428,571 units ("Units") at an issue price of $0.175 per Unit (the "Issue Price") on a best efforts basis. Each Unit shall consist of one common share in the capital of the Company (each, a "Share") and one Share purchase warrant (each, a "Warrant"). Each Warrant shall entitle the holder thereof to acquire an additional Share (a "Warrant Share") at a price of $0.26 for a period of 36 months from the Closing Date (as defined herein).

The Company has granted the Lead Agent an option (the "Agent's Option") pursuant to which the Lead Agent can increase the size of the Offering by up to an additional 1,714,286 Units at the Issue Price. If the Agent's Option is exercised in full, an aggregate of 13,142,857 Units would be issued for aggregate gross proceeds of $2,300,000.

The gross proceeds of the Offering will be used for drilling on the Company's Dios Padre Project in Sonora, Mexico and general working capital purposes.

The Units will be offered for sale (i) by way of private placement pursuant to the listed issuer financing exemption under section 5A.2 of National Instrument 45-106 - Prospectus Exemptions, as amended and supplemented 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, (ii) in the United States pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and applicable U.S. state securities laws, and (iii) in jurisdictions outside of Canada and the United States as mutually agreed to by the Company and the Lead Agent, provided it is understood that no prospectus filing, registration or comparable obligation arises in such other jurisdiction. The securities issued under the Listed Issuer Financing Exemption will not be subject to a statutory hold period pursuant to applicable Canadian securities laws.

There is an offering document (the "Offering Document") related to this Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.regency-silver.com. Prospective investors should read this Offering Document before making an investment decision.

In connection with the Offering, commissions will be payable in accordance with the policies of the TSX Venture Exchange (the "Exchange").

The Offering is expected to close on or around December 18, 2025, or such other date as agreed upon between the Company and the Lead Agent (the "Closing Date") and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals including the approval of the Exchange.

It is anticipated that certain related parties of the Company may acquire Units in the Offering. Any participation by related parties of the Company in the Offering will constitute a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company expects such participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Units subscribed for by the related parties, nor the consideration for the Units paid by such related parties, is expected to exceed 25% of the Company’s market capitalization.

For further details about Regency Silver please visit www.regency-silver.com.

Technical Information

The technical information contained in this news release has been reviewed by Company director Michael Tucker, P.Geo, who is recognized as a Qualified Person under the guidelines of National Instrument 43-101. Mr. Tucker is a director of the Company and for that reason is not considered independent. Mr. Tucker has read and approved the technical contents of this news release.

Contact Information

Regency Silver Corp.
Bruce Bragagnolo, CEO
Email: bruce@regency-silver.com
(604) 417-9517

ABOUT REGENCY SILVER CORP.

Regency Silver Corp. is a Canadian resource company exploring for gold, copper, and silver in Mexico. Regency Silver is led by a team of experienced professionals with expertise in both exploration and production. Regency’s flagship project is the Dios Padre project in Sonora, Mexico where Regency made a gold-copper-silver discovery which appears to be a magmatic-hydrothermal system which widens at depth. Drill results have included 38 metres of 7.36 g/t gold in hole REG 23-21, 36 metres of 6.84 g/t gold, 0.88% copper and 21.8 g/t silver in hole REG 22-01, and 29.4 m of 6.32 g/t gold in hole REG 23-14.

ABOUT CENTURION ONE CAPITAL

Centurion One Capital's mission is to ignite the world's most visionary entrepreneurs to conquer the greatest challenges of tomorrow, fueling their ambitions with transformative capital, unparalleled expertise, and a global network of influential connections. Every interaction is guided by our core values of respect, integrity, commitment, excellence in execution, and uncompromising performance. We make principal investments, drawing on the time-honored principles of merchant banking, where aligned incentives forge enduring partnerships. Centurion One Capital: A superior approach to investment banking.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:

This news release contains forward-looking statements and information that are based on the beliefs of management and reflect Regency Silver's current expectations. When used in this news release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this news release include information relating to the Offering (including Exchange approval and the closing of the Offering) and the anticipated use of proceeds of the Offering. Such statements and information reflect the current view of Regency. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include, among others, the following risks: (i) there is no assurance that the Offering will be completed or as to the actual offering price or gross proceeds to be raised in connection with the Offering. In particular, the amount raised may be significantly less than the amounts anticipated as a result of, among other things, market conditions and investor behaviour; (ii) there is no assurance that the Company will obtain all requisite approvals for the Offering; (iii) following completion of the Offering, the Company may require additional financing from time to time in order to continue its operations. Financing may not be available when needed or on terms and conditions acceptable to the Company; and (iv) the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Company's securities, regardless of its operating performance.

There are a number of important factors that could cause Regency Silver's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: currency fluctuations; limited business history of the Company; disruptions or changes in the credit or security markets; results of operation activities and development of projects; project cost overruns or unanticipated costs and expenses, fluctuations in commodity prices, and general market and industry conditions.

Regency Silver cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Regency Silver has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF REGENCY SILVER AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE REGENCY SILVER MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/277458

FAQ

What is Regency Silver's (RSMXD) offering size and price on December 9, 2025?

Regency Silver announced a brokered placement to raise up to $2.0 million by issuing up to 11,428,571 Units at $0.175 per Unit.

How many shares and warrants does each RSMXD Unit include and at what warrant strike?

Each Unit includes one common share and one warrant; each warrant is exercisable for a share at $0.26 for 36 months.

When is the expected closing date for the RSMXD offering and what approvals are required?

The Offering is expected to close on or around December 18, 2025, subject to Exchange approval and customary conditions.

What will Regency Silver (RSMXD) use the proceeds from the offering for?

Gross proceeds will be used for drilling at the Dios Padre Project in Sonora, Mexico and for general working capital.

Can the Regency Silver offering be increased and by how much (RSMXD)?

Yes. The lead agent has an option to increase the Offering by up to 1,714,286 Units, bringing total gross proceeds to $2.3 million if exercised in full.

Will related parties be allowed to participate in the RSMXD private placement?

The company anticipates certain related parties may acquire Units and expects such participation to be exempt from formal MI 61-101 valuation and minority approval requirements.