STOCK TITAN
  1. Home
  2. Sec-filings
  3. WAMFF
  4. [8-K] Alaska Silver Corp. Reports Material Event

Alaska Silver (TSXV: WAM) to convert C$1.24M deferred fees into 1.51M shares

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

Rhea-AI Filing Summary

Alaska Silver Corp. plans to settle C$1,237,962 in deferred management fee debt by issuing 1,509,710 common shares at C$0.82 per share to senior executives and an affiliated entity, subject to TSX Venture Exchange and disinterested shareholder approval.

The settlement shares will carry a four‑month hold period under Canadian securities laws. The company also granted 100,000 stock options to an officer under its Long-Term Incentive Plan, each exercisable at C$0.82 per share for five years.

Positive

  • None.

Negative

  • None.

Insights

Alaska Silver converts insider debt to equity, easing liabilities with modest dilution.

Alaska Silver is proposing to convert C$1,237,962 of deferred management fees into 1,509,710 common shares at C$0.82. This reduces liabilities and preserves cash for exploration and operations, while increasing insider equity exposure.

The transaction is a related party deal under Multilateral Instrument 61-101, but the company cites exemptions from formal valuation and minority approval tests. Completion depends on TSX Venture Exchange acceptance and disinterested shareholder approval at the June 19, 2026 meeting.

The company also granted 100,000 stock options at C$0.82, adding a small incremental equity overhang. Actual impact on existing holders will hinge on final approvals and future share price performance.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Deferred fees settled C$1,237,962 Management fee debt converted to shares
Settlement shares 1,509,710 shares Common shares issued for debt settlement
Settlement price C$0.82 per share Price used to calculate Settlement Shares
Christopher Marrs allocation 745,479 shares; C$611,292.68 Shares and fees under Debt Settlement Agreement
Joan Marrs allocation 484,386 shares; C$397,196.54 Shares and fees under Debt Settlement Agreement
Joe Piekenbrock allocation 188,967 shares; C$154,953.12 Shares and fees under Debt Settlement Agreement
Piek Exploration LLC allocation 90,878 shares; C$74,520.00 Shares and fees under Debt Settlement Agreement
New stock options 100,000 options at C$0.82 Officer grant, 5-year term
Debt Settlement financial
"announces that it has entered into agreements to settle C$1,237,962 in outstanding management fee debt through the issuance of an aggregate of 1,509,710 common shares of the Company (the "Settlement Shares") at a price of $0.82 per Common Share (the "Debt Settlement")."
A debt settlement is an agreement where a borrower negotiates to pay less than the full amount owed to creditors in exchange for closing the obligation. Think of it like settling a disputed bill for a lower price to avoid continued collection; for investors, it can immediately reduce a company’s reported liabilities but may signal financial distress, hurt credit ratings, trigger one-time losses, or change future borrowing costs.
Multilateral Instrument 61-101 regulatory
"The Debt Settlement is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101")."
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.
Inferred Mineral Resource technical
"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"
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.
AuEq technical
"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."
Long-Term Incentive Plan financial
"the Company announces that it has granted 100,000 stock options to an officer pursuant to its Long-Term Incentive Plan."
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
Understanding 8-K Material Events →
false 2026-05-19 0001893899 Alaska Silver Corp. 0001893899 2026-05-19 2026-05-19

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 19, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 18, 2026, the Board of Directors (the "Board") of Alaska Silver Corp. (the "Company") approved the execution of agreements, subject to receipt of all necessary regulatory approvals, including acceptance by the TSX Venture Exchange and the approval of disinterested shareholders of the Company at its next meeting of shareholders, with Christopher Marrs (CEO), Joan Marrs (VP Administration), Joe Piekenbrock (VP Exploration) and Piek Exploration LLC (a company controlled by Joe Piekenbrock) (together, the "Creditors") for the conversion of a portion of debt owing to them for the issuance of common shares of the Company (the "Debt Settlement Agreements").

The debt to be settled by the Debt Settlement Agreements represents deferred management fees owed to the Creditors, which accrued pursuant to employment and consulting agreements between the Company and the Creditors between 2023 and 2025 (in the case of Christopher Marrs and Joan Marrs) and from 2022 to present (in the case of Joe Piekenbrock). Pursuant to the Debt Settlement Agreements, Christopher Marrs, Joan Marrs, Joe Piekenbrock and Piek Exploration LLC will receive 745,479, 484,386, 188,967 and 90,878 shares of common shares of the Company, respectively (the "Settlement Shares"), in exchange for the settlement of C$611,292.68, C$397,196.54, C$154,953.12 and C$74,520.00 in fees, respectively. The Settlement Shares will be subject to a four-month hold period from the date of issuance in accordance with applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada

Copies of the Debt Settlement Agreements are attached as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto and the full text of such exhibits are incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On May 19, 2026, the Company issued a press release entitled "Alaska Silver Announces Plan for Deferred Management Fees Transaction." A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference into this Item 7.01.

Also on May 18, 2026, the Company granted an aggregate of 100,000 stock options to an officer of the Company pursuant to its Long-Term Incentive Plan. The grants were made in accordance with the Company's compensation policy. Each stock option is exercisable at C$0.82 per share for a term of five years.

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.

2


Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.   Description
99.1   Press release entitled "Alaska Silver Announces Plan for Deferred Management Fees Transaction" dated May 19, 2026
10.1   Shares for Debt Settlement Agreement - Kit Marrs
10.2   Shares for Debt Settlement Agreement - Joan Marrs
10.3   Shares for Debt Settlement Agreement - Joe Piekenbrock
10.4   Shares for Debt Settlement Agreement - Piek Exploration LLC
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

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 19, 2026

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

4

NEWS RELEASE

ALASKA SILVER ANNOUNCES PLAN FOR DEFERRED MANAGEMENT FEES TRANSACTION

TUCSON, ARIZONA, US - May 19, 2026 - Alaska Silver Corp. (the "Company," "Alaska Silver"  (TSXV: "WAM") announces that it has entered into agreements to settle C$1,237,962 in outstanding management fee debt through the issuance of an aggregate of 1,509,710 common shares of the Company (the "Settlement Shares") at a price of $0.82 per Common Share (the "Debt Settlement").

This settlement transaction represents deferred management fees owed to the Company's President and CEO, Christopher (Kit) Marrs, its Vice President, Administration, Joan Marrs, and its Chief Exploration Officer, Joe Piekenbrock (collectively, the "Creditors"), which accrued pursuant to employment and consulting agreements between the Company and the Creditors between 2023 and 2025 (in the case of Christopher Marrs and Joan Marrs) and from 2022 to present (in the case of Joe Piekenbrock).

The Company's board of directors and management believe that completing the Debt Settlement by issuing shares is in the best interests of the Company as it will allow the Company to preserve its cash resources for ongoing and planned operations.

Kit Marrs stated, "We are very happy with this proposal to tighten up our Balance Sheet and remove this debt that has built up since 2022.  Joan, Joe and I consciously deferred our compensation when times were tough because we wanted to prioritize cash for drilling and advancing our project, and ultimately increasing shareholder value." 

Completion of the Debt Settlement remains subject to receipt of all necessary regulatory approvals, including acceptance by the TSX Venture Exchange (the "Exchange") and the approval of disinterested shareholders of the Company. The Company will be seeking disinterested shareholder approval of the Debt Settlement at its annual general and special meeting of shareholders to be held on June 19, 2026. For the purposes of the resolution to approve the Debt Settlement, all of the common shares beneficially owned by the Creditors, including their Associates and Affiliates (as those terms are defined under the policies of the Exchange), will not be entitled to vote on the resolution to approve the Debt Settlement.

The Settlement Shares will be subject to a four-month hold period from the date of issuance in accordance with applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

MI 61-101 Matters

The Debt Settlement is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(b) of MI 61-101, as the Company is not listed on a specified market within the meaning of MI 61-101. Additionally, the Debt Settlement is exempt from the minority approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 insofar as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Settlement Shares issuable to the Creditors exceeds 25% of the Company's market capitalization.

The foregoing securities being offered have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States, or to, or for the account or benefit of, U.S. persons or persons in the United States, absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

Grant of Stock Options

In addition, the Company announces that it has granted 100,000 stock options to an officer pursuant to its Long-Term Incentive Plan. The grants were made in accordance with the Company's compensation policy. Each stock option is exercisable at C$0.82 per share for a term of five years.

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.

____________________________

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.

"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 terms of the Debt Settlement, the anticipated benefits of the Debt Settlement, the Company obtaining regulatory approvals, including acceptance by the Exchange, and the Company obtaining disinterested shareholder approval of the Debt Settlement.

Such forward-looking information is based on numerous assumptions, including among others, that the Debt Settlement will be completed and on the terms anticipated, the Debt Settlement will have the anticipated benefits to the Company, and the Company will obtain the necessary regulatory and shareholder approvals. 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 Debt Settlement will not be completed on the timing or terms anticipated, the risk that the Debt Settlement will not have the anticipated benefits, and the risk that the Company will not obtain the necessary regulatory or shareholder approvals. 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 debt is Alaska Silver Corp. (WAMFF) settling through shares?

Alaska Silver plans to settle C$1,237,962 in deferred management fee debt. The debt arose from compensation owed to senior executives under employment and consulting agreements dating from 2022 to 2025, and will be exchanged for new common shares.

How many shares will Alaska Silver (WAMFF) issue in the debt settlement?

The company will issue an aggregate of 1,509,710 common shares at C$0.82 per share. These shares compensate executives and an affiliated entity for deferred management fees and will be subject to a four-month hold period under Canadian securities laws.

Who are the creditors in Alaska Silver Corp.’s (WAMFF) debt settlement?

The creditors are President and CEO Christopher (Kit) Marrs, VP Administration Joan Marrs, Chief Exploration Officer Joe Piekenbrock, and Piek Exploration LLC. They are collectively converting deferred management fees into Alaska Silver common shares at a fixed price.

What approvals are required for Alaska Silver’s (WAMFF) debt-for-shares deal?

Completion requires TSX Venture Exchange acceptance and approval by disinterested shareholders. The company plans to seek this shareholder approval at its annual general and special meeting scheduled for June 19, 2026, before issuing any settlement shares.

Why is Alaska Silver Corp. (WAMFF) settling management fees in shares?

The board and management state that paying deferred fees in shares helps preserve cash for ongoing and planned operations. They view converting this liability into equity as beneficial for strengthening the balance sheet while maintaining funding for exploration activities.

What new stock options did Alaska Silver (WAMFF) grant alongside the debt settlement?

Alaska Silver granted 100,000 stock options to an officer under its Long-Term Incentive Plan. Each option is exercisable at C$0.82 per share for five years, aligning compensation with future share price performance according to the company’s compensation policy.

Filing Exhibits & Attachments

10 documents

Press Releases

Agreements & Contracts

Other Documents