[D] TIER ONE SILVER INC. SEC Filing

Rhea-AI Filing Summary

Tier One Silver Inc. filed a Form D for a Regulation D, Rule 506(b) exempt offering of Units, each Unit consisting of one common share and one warrant. The offering size is stated as $3,605,000 total; $1,545,000 has been sold so far, leaving $2,060,000 available. Warrants are exercisable to purchase one share at C$0.11 for 36 months from issuance and are noted to expire on September 11 & 16, 2028 (with no assurance they will be exercised). The issuer was organized in British Columbia in 2020 and lists principal offices in Vancouver. The offering is intended to last more than one year, the minimum outside investment accepted is $0, there are currently 2 investors, and the filing reports $0 in sales commissions, finder’s fees, and payments to named officers or directors.

Positive

• Partial subscription achieved: $1,545,000 of the $3,605,000 offering sold
• No sales commissions or finder’s fees reported, preserving proceeds
• No proceeds allocated to officers/directors (reported $0) which limits conflicts over use of funds
• Warrants clearly disclosed with exercise price and 36-month term

Negative

• Limited investor base: only 2 investors have participated so far
• Potential dilution if warrants are exercised (shares plus warrants issued per Unit)
• Offering open >1 year, indicating longer fundraising period and potential execution risk

Insights

Securities Analyst

TL;DR: Private placement under Rule 506(b) partially subscribed; warrants extend potential dilution through 2028.

The filing documents a Rule 506(b) Regulation D offering totaling $3.605 million with $1.545 million sold to date. The structure—Units combining common shares and 36-month warrants exercisable at C$0.11—creates potential future equity dilution if warrants are exercised. The issuer discloses no sales commissions or finder fees and no proceeds allocated to named insiders, which preserves gross proceeds for corporate use. The offering is open for more than one year and currently counts two investors, indicating limited investor breadth so far. All disclosures are routine for an exempt private placement and do not report financial results or operational metrics in this notice.

Corporate Governance Expert

TL;DR: Governance details are minimal but show direct involvement of officers in the offering with no insider payments disclosed.

The Form D identifies named executives and directors by role and confirms $0 has been or will be paid to those individuals from offering proceeds. The issuer certified compliance with Regulation D disqualification statements. The filing provides standard contact and organizational details—incorporation in British Columbia (2020) and Vancouver principal office—supporting traceability. The limited number of investors and a multi-year offering duration are governance-relevant because they imply ongoing private placement management rather than a short-term financing event.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001852753

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

TIER ONE SILVER INC.

Jurisdiction of Incorporation/Organization

BRITISH COLUMBIA, CANADA

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2020
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
TIER ONE SILVER INC.
Street Address 1		Street Address 2
SUITE 250 - #1300, 997 SEYMOUR STREET
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
VANCOUVER	BRITISH COLUMBIA, CANADA	V6B 3M1	7787290600

3. Related Persons

Last Name	First Name	Middle Name
Dembicki	Peter
Street Address 1	Street Address 2
Suite 250 - #1300, 997 Seymour Street
City	State/Province/Country	ZIP/PostalCode
VANCOUVER	BRITISH COLUMBIA, CANADA	V6B 3M1

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

President and CEO

Last Name	First Name	Middle Name
Rowa	Stacy
Street Address 1	Street Address 2
Suite 250 - #1300, 997 Seymour Street
City	State/Province/Country	ZIP/PostalCode
VANCOUVER	BRITISH COLUMBIA, CANADA	V6B 3M1

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

CFO

Last Name	First Name	Middle Name
Bebek	Ivan
Street Address 1	Street Address 2
Suite 250 - #1300, 997 Seymour Street
City	State/Province/Country	ZIP/PostalCode
VANCOUVER	BRITISH COLUMBIA, CANADA	V6B 3M1

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chair

Last Name	First Name	Middle Name
Arribas	Antonio
Street Address 1	Street Address 2
Suite 250 - #1300, 997 Seymour Street
City	State/Province/Country	ZIP/PostalCode
VANCOUVER	BRITISH COLUMBIA, CANADA	V6B 3M1

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Strashek	Christina
Street Address 1	Street Address 2
Suite 250 - #1300, 997 Seymour Street
City	State/Province/Country	ZIP/PostalCode
VANCOUVER	BRITISH COLUMBIA, CANADA	V6B 3M1

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Sun	Paul
Street Address 1	Street Address 2
Suite 250 - #1300, 997 Seymour Street
City	State/Province/Country	ZIP/PostalCode
VANCOUVER	BRITISH COLUMBIA, CANADA	V6B 3M1

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Rios	Christian
Street Address 1	Street Address 2
Suite 250 - #1300, 997 Seymour Street
City	State/Province/Country	ZIP/PostalCode
VANCOUVER	BRITISH COLUMBIA, CANADA	V6B 3M1

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Senior Vice President of Exploration

Last Name	First Name	Middle Name
Mason	Jeffrey
Street Address 1	Street Address 2
Suite 250 - #1300, 997 Seymour Street
City	State/Province/Country	ZIP/PostalCode
VANCOUVER	BRITISH COLUMBIA, CANADA	V6B 3M1

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-11				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	X	Other (describe)
		Units, each consisting of one common share ("Share") and one common share purchase warrant ("Warrant"). Each Warrant is exercisable to purchase one Share at C$0.11 for a period of 36 months from date of issuance.

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$3,605,000	USD	or Indefinite
Total Amount Sold	$1,545,000	USD
Total Remaining to be Sold	$2,060,000	USD	or Indefinite

Clarification of Response (if Necessary):

Total Offering Amount represents aggregate price of Units consisting of Shares (25750000x$0.06*|C$0.08) plus exercise price of Warrants (25750000x$0.08*|C$0.11). No assurance that the Warrants, expiring Sept 11 & 16, 2028, will be exercised. *C$1:$0.7223

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

2

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
TIER ONE SILVER INC.	/s/ Stacy Rowa	Stacy Rowa	CFO	2025-09-25

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What securities is Tier One Silver Inc. (TSLVF) offering?

Units consisting of one common share and one warrant; each warrant is exercisable to purchase one share at C$0.11 for 36 months.

How much has Tier One Silver raised in this offering?

The filing reports $1,545,000 sold of a $3,605,000 total offering, leaving $2,060,000 remaining.

Under which exemption is the offering made?

The offering is claimed under Regulation D, Rule 506(b).

Are any sales commissions or finder’s fees payable?

No; the Form D reports $0 in sales commissions and $0 in finders' fees.

When do the warrants expire?

The filing states the warrants expire on September 11 & 16, 2028, and notes no assurance they will be exercised.

Did the company disclose payments to executives or directors from the offering?

The filing reports $0 of proceeds used for payments to named executive officers, directors, or promoters.