Santacruz Silver Announces Grant of Restricted Share Units

Rhea-AI Summary

Santacruz Silver (OTC:SCZMF) granted 39,000 restricted share units (RSUs) to a director on January 5, 2026 under its Omnibus Equity Incentive Plan dated November 17, 2023. The RSUs vest in three equal annual instalments and each vested RSU is redeemable for one common share. The grant is a related party transaction under Multilateral Instrument 61-101 and the company relied on exemptions in sections 5.5(b) and 5.7(1)(a) of MI 61-101 to avoid a formal valuation and minority shareholder approval.

Key Figures

RSU grant size 39,000 RSUs Granted to one director under Omnibus Equity Incentive Plan

Plan date November 17, 2023 Date of Omnibus Equity Incentive Plan governing these RSUs

Vesting schedule One third per year RSUs vest in equal one-third installments on each anniversary

Share conversion 1 RSU = 1 share Each vested RSU may be redeemed for one common share

MI 61-101 section 5.5(b) Exemption from formal valuation requirement

MI 61-101 section 5.7(1)(a) Exemption from minority shareholder approval requirement

Market Reality Check

$2.22 Last Close

Volume Volume 1,133,656 is 4.87x the 20-day average of 232,838, indicating elevated trading activity before this RSU announcement. high

Technical Price 2.219 is trading below the 200-day MA at 3.89, reflecting a longer-term downtrend despite the recent gain.

Peers on Argus

No peers appeared in the momentum scanner and no same-day peer headlines were provided, so the 8.77% move in SCZMF appears stock-specific based on available data.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 08	Share consolidation	Positive	-2.4%	Four-for-one share consolidation supporting a planned Nasdaq Capital Market listing.
Nov 27	Earnings update	Neutral	+1.6%	Q3 2025 results with detailed revenues, profits, cash, and production metrics.
Nov 26	Shareholder meeting	Positive	+16.9%	AGM approvals including board structure, consolidation plan, and omnibus incentive plan.
Nov 17	Board change	Positive	-3.4%	Appointment of Bruce Wolfson to the board and notice of Roland Löhner’s departure.
Nov 03	Production report	Negative	-9.4%	Q3 2025 production with year-on-year declines and Bolívar mine disruption impacts.

Pattern Detected

Recent news, including governance changes and corporate actions, often led to noticeable price moves, with mostly aligned reactions except one negative response to positive management news.

Recent Company History

Over the last few months, Santacruz reported several corporate milestones. On Nov 3, 2025, Q3 production figures with Bolívar disruption drove a -9.38% move. Subsequent board changes on Nov 17, 2025 saw a -3.43% reaction. Shareholders then approved consolidation and governance items on Nov 25, 2025, with the stock rising 16.91%. Q3 2025 financials on Nov 27, 2025 and the Dec four-for-one consolidation for a planned Nasdaq listing produced smaller, mostly aligned moves. Today’s RSU grant fits into this continuing governance theme.

Market Pulse Summary

This announcement details a grant of 39,000 restricted share units to a director under the Omnibus Equity Incentive Plan dated November 17, 2023, vesting in three annual installments and convertible one-for-one into common shares. It is treated as a related party transaction under MI 61-101, with exemptions from valuation and minority approval. In context of prior governance and listing-preparation steps, investors may watch how ongoing board incentives align with upcoming operational and financial disclosures.

Key Terms

restricted share units financial

"has granted 39,000 restricted share units ("RSUs") to a director"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

omnibus equity incentive plan financial

"in accordance with the Company's Omnibus Equity Incentive Plan dated November 17, 2023"

A single, company-wide plan that lets a business grant different kinds of stock-based pay — such as stock options, shares that vest over time, or other equity awards — to employees, directors and consultants. It matters to investors because it determines how much of the company can be paid out in shares, how quickly those shares enter the market, and how well employees are motivated to grow the business; think of it as a toolbox or menu for paying with ownership stakes that can dilute existing holders and affect company performance.

multilateral instrument 61-101 regulatory

"pursuant to 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.

related party transaction regulatory

"constitutes a related party transaction pursuant to 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.

AI-generated analysis. Not financial advice.

Vancouver, British Columbia--(Newsfile Corp. - January 5, 2026) - Santacruz Silver Mining Ltd. (TSXV: SCZ) ("Santacruz" or the "Company") announces that the Company has granted 39,000 restricted share units ("RSUs") to a director of the Company in accordance with the Company's Omnibus Equity Incentive Plan dated November 17, 2023. The RSUs vest in equal one third installments on each anniversary of the grant date. Each vested RSU may be redeemed for one common share of the Company.

The grant of RSUs constitutes a related party transaction pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the grant of RSUs to related parties in reliance on the exemptions contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively.

About Santacruz Silver Mining Ltd.

Santacruz Silver is engaged in the operation, acquisition, exploration, and development of mineral properties across Latin America. In Bolivia, the Company operates the Bolivar, Porco, and Caballo Blanco mining complexes, with Caballo Blanco comprising the Tres Amigos and Colquechaquita mines. The Reserva mine, whose production is provided to the San Lucas ore sourcing and trading business, is also located in Bolivia. Additionally, the Company oversees the Soracaya exploration project. In Mexico, Santacruz operates the Zimapán mine.

'signed'

Arturo Préstamo Elizondo,
Executive Chairman and CEO

For further information please contact:

Arturo Préstamo
Santacruz Silver Mining Ltd.
Email: info@santacruzsilver.com
Telephone: +52 81 83 785707

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 release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/279474

FAQ

What exactly did Santacruz Silver (SCZMF) announce on January 5, 2026?

Santacruz granted 39,000 RSUs to a director; they vest in three equal annual instalments and convert one-for-one to common shares when vested.

When do the 39,000 RSUs granted by Santacruz (SCZMF) vest?

They vest in equal one-third instalments on each anniversary of the January 5, 2026 grant date.

Will the Santacruz (SCZMF) RSU grant require minority shareholder approval?

No; the company relied on exemptions in sections 5.5(b) and 5.7(1)(a) of MI 61-101 to avoid formal valuation and minority approval.

How many common shares does each vested RSU from Santacruz (SCZMF) convert into?

Each vested RSU is redeemable for one common share of the company.

Why is the RSU grant considered a related party transaction for Santacruz (SCZMF)?

Because the RSUs were granted to a director, which qualifies as a related party transaction under MI 61-101.

Where was Santacruz Silver's RSU grant disclosed and under which plan was it issued?

The grant was issued under the company's Omnibus Equity Incentive Plan dated November 17, 2023 and disclosed on January 5, 2026.