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Alaska Silver (TSXV: WAM) moves to single-class Common Shares

Filing Impact
(High)
Filing Sentiment
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Form Type
8-K

Rhea-AI Filing Summary

Alaska Silver Corp. has amended its Articles to eliminate its dual-class share structure, removing the proportionate voting share class and redesignating its subordinate voting shares as a single class of Common Shares with no par value and an unlimited number authorized.

This capital structure change follows the prior conversion of all outstanding proportionate voting shares into subordinate voting shares on March 9, 2026. The amendment became effective May 7, 2026, and the Common Shares are anticipated to begin trading on the TSX Venture Exchange under a new CUSIP and ISIN on May 11, 2026, while retaining the WAM trading symbol.

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Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Amendment approval date May 6, 2026 Board of directors approved amendment to Articles
Amendment effective date May 7, 2026 Notice of Alteration became effective
New CUSIP/ISIN trading date May 11, 2026 Common Shares anticipated to trade under new identifiers
Illinois Creek land package 80,895 acres 100%-owned contiguous project area in western Alaska
Waterpump Creek resource 75 Moz AgEq Inferred Mineral Resource at 279 g/t Ag, 11.28% Zn, 9.87% Pb
Illinois Creek Indicated gold 260,000 oz Au Indicated Mineral Resources at 0.92 g/t Au and 8.3 Moz Ag
Illinois Creek Inferred gold 290,000 oz Au Inferred Mineral Resources at 0.84 g/t Au and 10.4 Moz Ag
dual-class share structure financial
"it has simplified its dual-class share structure by eliminating the class"
A dual-class share structure is when a company issues two (or more) types of stock that give different voting power: one class typicaly gives founders or insiders more votes per share while the other class, sold to public investors, has little or no voting rights. For investors this matters because it concentrates control in a small group—like a family owning a house with most of the keys—so minority shareholders may have less influence over strategy, governance and risk, which can affect long-term value and accountability.
Common Shares financial
"renaming the subordinate voting shares of the Company as "Common Shares""
Common shares are the basic units of ownership in a company that give holders a claim on profits and a right to vote on key matters, like electing the board. Think of them as membership cards in a club: they let you share in successes and losses, but in a bankruptcy or liquidation they are paid after creditors and preferred shareholders, so their value can swing more and matters for assessing risk and potential return.
Inferred Mineral Resource financial
"which hosts an Inferred Mineral Resource of 75 Moz AgEq at a grade"
An inferred mineral resource is an early-stage estimate of the amount and grade of minerals in the ground based on limited sampling and geological evidence; think of it as a rough sketch of where valuable material might be, rather than a detailed blueprint. It matters to investors because it signals potential upside but carries high uncertainty—further drilling and study are needed before it can support mine planning or reliable economic forecasts.
NI 43-101 Technical Report regulatory
"Please refer to the NI 43-101 Technical Report titled "Illinois Creek Project"
A NI 43-101 technical report is a standardized, legally required study used in Canada that describes a mining project’s geology, exploration work, and estimates of how much mineral or ore might exist. Think of it as an independent inspector’s blueprint that explains the data, methods, and uncertainties behind those estimates so investors can judge how reliable the claims are and compare projects on a consistent basis.
CUSIP financial
"Common Shares are anticipated to begin trading ... under a new CUSIP (01176C208)"
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
Understanding 8-K Material Events →
false 2026-05-07 0001893899 --12-31 Alaska Silver Corp. 0001893899 2026-05-07 2026-05-07

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): May 7, 2026

ALASKA SILVER CORP.
(Exact name of registrant as specified in its charter)

British Columbia 333-290204 87-4818470
(State or other jurisdiction (Commission (IRS Employer
of incorporation) 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 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 below is incorporated by reference into this Item 3.03.

Item 5.03. Amendments to Articles of Incorporation.

On May 6, 2026, the Board of Directors of Alaska Silver Corp. (the "Company"), approved an amendment (the "Amendment") to the Company's Articles of the Company to eliminate its dual-class share structure by (i) eliminating its proportionate voting share class and (ii) reidentifying its subordinate voting share class as the class of "Common Shares," no par value, of which the Company shall be authorized to issue an unlimited number of Common Shares. The Company filed a Notice of Alteration with the Province of British Columbia Registrar of Companies to amend its Notice of Articles, and the Amendment became effective on May 7, 2026.

The foregoing description of the Amendment is a summary only and is qualified in its entirety by reference to the full text of the Amendment as filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On May 7, 2026, the Company issued a press release entitled "Alaska Silver Announces Simplification of Capital Structure" regarding the Amendment to its Articles. 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.   Description
3.1   Amendment to the Articles of the Company
99.1   Press release, dated May 7, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: May 7, 2026

 

  ALASKA SILVER CORP.
     
     
  By: /s/ Darren Morgans
    Darren Morgans
    Chief Financial Officer

3

NEWS RELEASE

ALASKA SILVER ANNOUNCES SIMPLIFICATION OF CAPITAL STRUCTURE

TUCSON, ARIZONA, US - May 7, 2026 - Alaska Silver Corp. (the "Company," "Alaska Silver")  (TSXV: "WAM") announces that, in accordance with the Articles of the Company, it has simplified its dual-class share structure by eliminating the class of proportionate voting shares as an authorized class of shares and renaming the subordinate voting shares of the Company as "Common Shares" (the "Capital Alteration"). This change follows from the Company's conversion of all outstanding proportionate voting shares into subordinate voting shares on March 9, 2026 (see the Company's news release dated February 11, 2026).

Kit Marrs, CEO, stated: "This is a clean reset for Alaska Silver. Our legacy dual-class structure-tied to our former Foreign Private Issuer status-no longer reflected who we are today. By moving to a single class of common shares, we're simplifying our story, improving accessibility, and positioning the stock for stronger liquidity. We believe this change makes Alaska Silver more investable and gives the market a clearer, more compelling view of our value.  I wish to express my gratitude to our legacy shareholders who have worked with us through this long conversion process.  As we launch our 2026 drilling program, this continues to be a pivotal time for our company in so many ways."

The Common Shares are anticipated to begin trading on the TSX Venture Exchange under a new CUSIP (01176C208) and ISIN (CA01176C2085) as at the open of market on May 11, 2026. The stock symbol assigned to the Common shares (WAM) will not be affected by the change.

The Capital Alteration has been effected by way of amendment to the Company's Notice of Articles and Articles and was approved by the board of directors of the Company on May 6, 2026.

Registered shareholders who hold certificates or DRS (Direct Registration System) statements representing subordinate voting shares do not need to take any further action. Existing share certificates or DRS statements will still be valid in representing Common Shares. Beneficial holders who have questions regarding their Common Shares should contact their investment advisor or stockbroker for more information.

Qualified Person

Patrick Donnelly P.Geo, Executive Vice President of Alaska Silver, a Qualified Person under National Instrument 43-101, has reviewed and approved the scientific and technical information in this news release.

About Alaska Silver 

Alaska Silver is a junior exploration company focused on the discovery and development of high-grade silver, gold and critical metals assets within one of North America's major high-grade silver and critical minerals districts at their Illinois Creek (IC) Project in western Alaska. Illinois Creek is a contiguous, 100%-owned land package totaling 80,895 acres (126.4 square miles or 32,337 hectares) anchored by two resource-level mineralization zones separated by 8 km of high potential exploration ground. At one end lies the high-grade silver mineralization at the Waterpump Creek zone, which hosts an Inferred Mineral Resource of 75 Moz AgEq at a grade of 279 g/t silver, 11.28 % zinc and 9.87% lead1,2,  that remains open to the north and south, as well as by the Illinois Creek mine. At the western end is the historical past-producing Illinois Creek Mine that closed due to low metal prices leaving untouched Indicated Mineral Resources of 260,000 oz gold at 0.92 g/t Au and 8.3 Moz silver at 29.72 g/t Ag, along with Inferred Mineral Resources of 290,000 oz gold at 0.84 g/t Au and 10.4 Moz silver at 30.11 g/t Ag2,3. The IC Project is located approximately 38 kilometers from the Yukon River, the region's primary marine transportation corridor. Headquartered in Alaska and Arizona, Alaska Silver is led by a team with a proven track record of large-scale mine discoveries.

1For Waterpump Creek, the formulas for AgEq are AgEq (g/t)= Ag (g/t) + 28.56 x Pb(%) + 37.12 x Zn(%) and assume metal prices of US$24/oz Ag, US$1.30/lb Zn, and US$ 1.00/lb Pb.

2 Please refer to the NI 43-101 Technical Report titled "Illinois Creek Project, Western Alaska, USA" dated February 25, 2026 (effective date of January 22, 2026).

3 For Illinois Creek, AuEq values are based only on gold and silver values using metal prices of US$3,500/oz Au and US$45/oz Ag.

 

"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 of trading of the Common Shares under a new CUSIP / ISIN and the Company's expectation that the simplification of its capital structure will result in enhanced trading liquidity and a clearer understanding of the Company's market value for investors.

1

Such forward-looking information is based on numerous assumptions, including among others, that the Common Shares will begin trading under a new CUSIP / ISIN on the timing anticipated and that the simplification of the Company's capital structure 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 Common Shares will not begin trading under the new CUSIP / ISIN on the timing anticipated or at all, and the risk that the simplification of the Company's capital structure 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.

Source: View Original Filing on SEC EDGAR

FAQ

What capital structure change did Alaska Silver Corp. (WAMFF) implement?

Alaska Silver eliminated its dual-class share structure, removing proportionate voting shares and renaming subordinate voting shares as Common Shares. This creates a single class of no par value Common Shares, with an unlimited number authorized under the amended Articles.

When did Alaska Silver’s Common Shares amendment become effective?

The amendment to Alaska Silver’s Articles became effective on May 7, 2026. It formalized the elimination of proportionate voting shares as an authorized class and the redesignation of subordinate voting shares as Common Shares following the earlier conversion of outstanding proportionate voting shares.

How will trading of Alaska Silver’s Common Shares change after the amendment?

Alaska Silver’s Common Shares are anticipated to begin trading on the TSX Venture Exchange under a new CUSIP and ISIN on May 11, 2026. The trading symbol WAM will remain unchanged despite the updated identifiers for the single class of Common Shares.

Do Alaska Silver shareholders need to exchange their share certificates?

Registered Alaska Silver shareholders holding certificates or DRS statements for subordinate voting shares do not need to take any action. Existing certificates and DRS statements will remain valid and will now represent Common Shares under the simplified single-class structure.

What is Alaska Silver Corp.’s primary exploration project and land position?

Alaska Silver’s main focus is the Illinois Creek Project in western Alaska, a 100%-owned, contiguous land package totaling 80,895 acres. It hosts multiple resource-level mineralization zones, including high-grade silver at Waterpump Creek and the past-producing Illinois Creek Mine.

What mineral resources does Alaska Silver report at the Waterpump Creek zone?

At Waterpump Creek, Alaska Silver reports an Inferred Mineral Resource of 75 million ounces silver equivalent. The grade is 279 g/t silver, 11.28% zinc and 9.87% lead, and the mineralization remains open to the north and south according to the company’s technical disclosure.

Filing Exhibits & Attachments

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Press Releases

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