false
2026-02-11
0001893899
Alaska Silver Corp.
0001893899
2026-02-11
2026-02-11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 11, 2026
ALASKA SILVER CORP.
(Exact name of registrant as specified in its charter)
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British Columbia
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333-290204
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87-4818470
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(Commission |
(IRS Employer |
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File Number) |
Identification No.) |
1500-1111 West Hastings St,
Vancouver, British Columbia, Canada
V6E 2J3
(Address of principal executive offices) (ZIP Code)
Registrant’s telephone number, including area code: (520) 200-1667
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
Emerging growth company ☑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On February 11, 2026, Alaska Silver Corp. issued a press release entitled "Alaska Silver announces decompression of proportionate voting shares" A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information set forth in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as shall be expressly set forth by specific reference in such a filing. This Current Report on Form 8-K (the "Report") will not be deemed an admission as to the materiality of any information in this Report that is required to be disclosed solely by Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
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Description |
| 99.1 |
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Press release, dated February 11, 2026 |
| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 11, 2026
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ALASKA SILVER CORP. |
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By: |
/s/ Darren Morgans |
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Darren Morgans |
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Chief Financial Officer |
NEWS RELEASE
ALASKA SILVER ANNOUNCES DECOMPRESSION OF PROPORTIONATE VOTING SHARES
TUCSON, ARIZONA, US - February 11, 2026 - Alaska Silver Corp. (the "Company," "Alaska Silver" or "WAM") (TSXV: "WAM") announces that, in accordance with the Articles of the Company, it is initiating a simplification of the Company's capital structure through the conversion of all issued and outstanding proportionate voting shares ("PV Shares") into subordinate voting shares of the Company ("SV Shares") on the basis of one hundred (100) SV Shares for every one (1) PV Share (the "Conversion").
Kit Marrs, CEO, explained: "Our two-class share structure, which is a relic of our prior "Foreign Private Issuer" ("FPI") status under U.S. securities laws, is an unnecessary burden on the Company and is a source of confusion for our shareholders. Our goal in 2026 is to provide a simpler share structure for Alaska Silver that should serve to enhance trading liquidity while providing shareholders with a clearer understanding of our market value."
Background
A corporation that is incorporated in a jurisdiction outside the United States that has a majority of its voting equity securities held by non-U.S. residents qualifies as a "foreign private issuer" (as defined in Rule 405 of the U.S. Securities Act) for U.S. securities law purposes. Under guidance from the Securities and Exchange Commission ("SEC"), an issuer may determine U.S. resident ownership of voting equity securities using one of two methods. The issuer may look to whether more than 50 percent of the voting power of all classes of voting equity securities, on a combined basis, is directly or indirectly owned of record by residents of the United States. Alternatively, an issuer may make the determination based on the number of issued voting equity securities. Issuers must apply a determination methodology on a consistent basis.
Based on this guidance, the Company historically elected to use the latter method to determine U.S. resident ownership of its voting equity securities and the Company's share structure and authorized capital was structured to, among other things, better maintain compliance of its foreign private issuer status. However, on January 1, 2025, the Company determined that a majority of its voting equity securities were held by residents of the United States resulting in the Company no longer qualifying as a foreign private issuer. As such, the Company now has to comply with U.S. domestic SEC reporting and corporate governance requirements.
Accordingly, the board of directors has determined that it is no longer in the best interests of the Company to have the PV Shares be maintained as a separate class of shares of the Company, as the dual class structure no longer serves as a benefit to maintain foreign private issuer status.
Mechanics of Conversion
The Company has set the record date for the Conversion as March 9, 2026 (the "Record Date"). On the Record Date, holders of PV Shares as of such date will be issued certificates or DRS advice statements representing the number of SV Shares into which the PV Shares are so converted, and each existing certificate representing the PV Shares (or other evidence thereof) will be null and void. In the case of fractional PV Shares, the holder thereof will be issued such number of SV Shares as is determined by multiplying the fraction by 100.
SV Shares issued upon the conversion of PV Shares to U.S. residents will include restrictive legends outlining transfer limitations under U.S. securities laws. Holders of these SV Shares are expected to be eligible to initiate a process, such as a Rule 144 opinion, to have these legends removed, facilitating future trading. Approximately 73% of the PV Shares to be converted are held by ten key officers, founders, directors and long-time major shareholders. These persons have entered into voluntary lock-up agreements to restrict the sale of their shares for up to 12 months following the Record Date subject to certain limited exceptions. These locked up shares will be released in stages: 50% at 6 months, an additional 25% at 9 months, and the remaining 25% at 12 months.
Following the Conversion, it is the intention of the Company to re-identify the SV Shares as "Common Shares" at the Company's next annual general meeting of shareholders.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy any of the Company's securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation or sale of any of the Company's securities in any state or jurisdiction in which such offers, solicitations or sales would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About Alaska Silver
Alaska Silver is one of the pioneers of North America's next major silver and critical minerals district at the Illinois Creek Project, a prolific 8-km mineral corridor hosting two stand-alone deposits with a new Warm Springs discovery zone in between (the "IC project"). The claims of the IC project cover a 100% owned land package of 73,535 acres (115 square miles or 29,758 hectares), located approximately 38 kilometers from the region's marine highway, the Yukon River.
"Kit Marrs"
Kit Marrs
President & CEO
Phone: (520) 200-1667
kit@alaskasilver.com
Patrick Donnelly
Executive Vice President
pat@alaskasilver.com
Or visit our website at: www.alaskasilver.com
Neither 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.
Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. "Forward-looking information" includes, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future. Generally, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connation thereof. This forward-looking information relates to, among other things, the intended timing and completion of the Conversion, and the Company's expectation that the Conversion will result in enhanced trading liquidity and a clearer understanding of the Company's market value for investors.
Such forward-looking information is based on numerous assumptions, including among others, that the Company will complete the Conversion on the timing anticipated, and that the Conversion will result in enhanced trading liquidity and a clearer understanding of the Company's market value for investors. Although the assumptions made by the Company in providing forward-looking information is considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate and actual results and future events could differ materially from those anticipated in such information.
Important factors that could cause actual results to differ materially from the Company's plans or expectations include the risk that the Company will not be able to complete the Conversion on the timing anticipated or at all, and the risk that the Conversion will not result in enhanced trading liquidity or a clearer understanding of the Company's market value for investors. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. Any forward-looking information contained in this news release is expressly qualified in their entirety by this cautionary statement. We seek safe harbor.
