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

News Market Reaction – RSMXD

-14.47%

1 alert

-14.47% News Effect

On the day this news was published, RSMXD declined 14.47%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Offering size: $2,000,000 Units offered: 11,428,571 Units Issue price: $0.175 per Unit +5 more

8 metrics

Offering size $2,000,000 Brokered LIFE private placement gross proceeds target

Units offered 11,428,571 Units Maximum Units at $0.175 per Unit under base Offering

Issue price $0.175 per Unit Price per Unit in the brokered LIFE Offering

Warrant exercise price $0.26 per Share Exercise price for each Warrant Share

Warrant term 36 months Exercise period from the Closing Date

Agent’s option Units 1,714,286 Units Potential increase in Offering size at Issue Price

Max gross proceeds $2,300,000 Aggregate proceeds if Agent’s Option fully exercised

Expected closing date December 18, 2025 Target Closing Date subject to Exchange approval

Market Reality Check

Price: $0.1239 Vol: Volume 74,950 is about 2....

high vol

$0.1239 Last Close

Volume Volume 74,950 is about 2.44x the 20-day average of 30,747, indicating elevated trading interest ahead of the financing. high

Technical Price at 0.125 is trading below the 200-day MA of 0.15 and about 51.02% under the 52-week high.

Historical Context

2 past events · Latest: Dec 09 (Negative)

Pattern 2 events

Date	Event	Sentiment	Move	Catalyst
Dec 09	Equity financing	Negative	-14.5%	Brokered LIFE offering up to $2.0M with warrants and agent’s option.
Dec 08	Drill results	Positive	-4.4%	Reported sulphide breccia intercepts and new QFP at Dios Padre.

Pattern Detected

Limited data show one negative reaction aligned with dilutive financing news and one negative reaction to seemingly positive drill results, hinting at cautious sentiment.

Recent Company History

This announcement continues an active period for Regency Silver. On December 8, 2025, the company reported encouraging drill intercepts at the Dios Padre Project, including historical breccia intervals with notable gold, copper, and silver grades, yet the stock fell 4.4%. On December 9, 2025, the company followed with this brokered LIFE offering of up to $2.0 million (and up to $2.3 million with the agent’s option), which coincided with a 14.47% decline, reinforcing sensitivity to equity financing.

Market Pulse Summary

The stock dropped -14.5% in the session following this news. The decline reflects investor sensitivi...

Analysis

The stock dropped -14.5% in the session following this news. The decline reflects investor sensitivity to equity financings. This Offering aims to raise up to $2.0 million, or $2.3 million with the agent’s option, via Units that include full warrants at $0.26. A -14.47% move around this news followed a -4.4% reaction to encouraging drill results the prior day, indicating a pattern of cautious sentiment. With shares already trading about 51.02% below the 52‑week high and below the 0.15 200‑day MA, dilution concerns could have amplified downside risk.

Key Terms

warrant, private placement, listed issuer financing exemption, U.S. Securities Act, +4 more

8 terms

warrant financial

"Each Unit shall consist of one common share... and one Share purchase warrant (each, a "Warrant")."

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

private placement financial

"in connection with a brokered private placement to raise up to $2,000,000"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

listed issuer financing exemption regulatory

"pursuant to the listed issuer financing exemption under section 5A.2 of National Instrument 45-106"

A listed issuer financing exemption is a regulatory allowance that lets a publicly traded company raise money by selling securities without preparing a full, formal prospectus when specific conditions are met. Think of it as a permitted shortcut with guardrails: it speeds access to capital while still requiring certain disclosures and limits, and it matters to investors because it can dilute existing holdings, change ownership stakes, and quickly affect share price and company funding prospects.

U.S. Securities Act regulatory

"pursuant to an exemption from the registration requirements of the United States Securities Act of 1933"

A U.S. securities act is a federal law that requires companies to disclose clear, detailed information before offering stocks or bonds to the public and prohibits false or misleading statements. Think of it as a product label and consumer-protection rule for investments: it helps investors know what they’re buying and provides legal remedies if information is withheld or deceptive, which can affect confidence, pricing and the ability of companies to raise money.

statutory hold period regulatory

"securities issued under the Listed Issuer Financing Exemption will not be subject to a statutory hold period"

A statutory hold period is a legally required time window during which newly issued securities or shares received by insiders cannot be sold. It matters to investors because it affects when those shares can enter the market, influencing supply, short-term liquidity and potential price pressure—think of it like a temporary “no-sell” tag that prevents an immediate flood of items onto a store shelf after a big restock.

related party transaction regulatory

"will constitute a “related party transaction” as defined under Multilateral Instrument 61-101"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

Multilateral Instrument 61-101 regulatory

"as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders"

Multilateral Instrument 61-101 is a securities regulation that sets rules for certain corporate deals—like mergers, asset sales, or related-party transactions—to protect minority shareholders by requiring extra disclosure, independent valuation and, in many cases, formal shareholder approval. Think of it as an impartial referee and checklist that forces companies to show the full playbook and get a vote or an independent price opinion, so investors can judge whether a proposed deal is fair and avoid being overridden by insiders.

Qualified Person technical

"who is recognized as a Qualified Person under the guidelines of National Instrument 43-101"

A qualified person is someone with specialized knowledge, experience, and training in a particular field, allowing them to accurately assess and verify information or work. Their expertise helps ensure that reports, evaluations, or decisions are trustworthy and meet required standards. For investors, a qualified person provides confidence that the information they rely on is credible and properly validated.

AI-generated analysis. Not financial advice.

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.