Vancouver, British Columbia - Regency Silver Corp. (TSXV: RSMX) (OTCQB: RSMXD) ('Regency Silver' or the 'Company') is pleased to announce that it has upsized its previously announced (December 9 and December 11) best efforts brokered private placement led by Centurion One Capital Corp. (the 'Lead Agent') as lead agent and sole bookrunner due to strong investor demand.
Under the amended terms, the Company will issue 20,000,000 units ('Units') of the Company at $0.175 per Unit (the 'Issue Price') for aggregate gross proceeds of up to $3,500,000 (the 'Brokered Offering'). The Company is also pleased to announce a concurrent non-brokered private placement of up to 500,000 Units at the Issue Price for additional gross proceeds of $87,500 (the 'Non-Brokered Offering' and together with the Brokered Offering, the 'Offerings').
Each Unit shall consist of one common share in the capital of the Company (each, a 'Share') and one Share purchase warrant (each, a 'Warrant'). Each Warrant shall entitle the holder thereof to acquire an additional Share (a 'Warrant Share') at a price of $0.26 for a period of 36 months from the Closing Date (as defined herein).
The Company has granted the Lead Agent an option (the 'Agent's Option') pursuant to which the Lead Agent can increase the size of the Offering by up to an additional 2,805,714 Units at the Issue Price. If the Agent's Option is exercised in full, an aggregate of 22,805,714 Units would be issued for aggregate gross proceeds of $3,991,000.
The Units offered for sale under the Brokered Offering will be offered by way of private placement pursuant to the listed issuer financing exemption (the 'Listed Issuer Financing Exemption') under section 5A.2 of National Instrument 45-106 - Prospectus Exemptions, as amended and supplemented by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption in British Columbia, Alberta and Ontario. The securities issued under the Listed Issuer Financing Exemption will not be subject to a statutory hold period pursuant to applicable Canadian securities laws.
The Units offered for sale under the Non-Brokered Offering will be offered by way of private placement to purchasers in the United States pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the 'U.S. Securities Act'), and applicable U.S. state securities laws, and pursuant available exemptions from the prospectus requirements under applicable Canadian securities laws other than the Listed Issuer Financing Exemption. The securities issued under the Non-Brokered Offering will be subject to a statutory hold period of 4 months and a day pursuant to applicable Canadian securities laws.
The gross proceeds of the Offerings will be used for drilling on the Company's Dios Padre Project in Sonora, Mexico and general working capital purposes.
In connection with the Brokered Offering, the Company has filed a second amended and restated offering document dated December 15, 2025 (the 'Amended Offering Document'), which can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.regency-silver.com. Prospective investors under the Brokered Offering should read the Amended Offering Document before making an investment decision.
In connection with the Offerings, commissions will be payable in accordance with the policies of the TSX Venture Exchange (the 'Exchange').
The Offerings are expected to close on or around December 19, 2025, or such other date as agreed upon between the Company and the Lead Agent (the 'Closing Date') and are subject to certain conditions, including, but not limited to, the receipt of all necessary approvals including the approval of the Exchange.
It is anticipated that certain related parties of the Company may acquire Units in the Offerings. Any participation by related parties of the Company in the Offerings will constitute a 'related party transaction' as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ('MI 61-101').
Contact:
Bruce Bragagnolo
Email: bruce@regency-silver.com
Tel: (604) 417-9517
ABOUT REGENCY SILVER CORP.
Regency Silver Corp. is a Canadian resource company exploring for gold, copper, and silver in Mexico. Regency Silver is led by a team of experienced professionals with expertise in both exploration and production. Regency's flagship project is the Dios Padre project in Sonora, Mexico where Regency made a gold-copper-silver discovery which appears to be a magmatic-hydrothermal system which widens at depth. Drill results have included 38 metres of 7.36 g/t gold in hole REG 23-21, 36 metres of 6.84 g/t gold, 0.88% copper and 21.8 g/t silver in hole REG 22-01, and 29.4 m of 6.32 g/t gold in hole REG 23-14.
ABOUT CENTURION ONE CAPITAL
Centurion One Capital's mission is to ignite the world's most visionary entrepreneurs to conquer the greatest challenges of tomorrow, fueling their ambitions with transformative capital, unparalleled expertise, and a global network of influential connections. Every interaction is guided by our core values of respect, integrity, commitment, excellence in execution, and uncompromising performance. We make principal investments, drawing on the time-honored principles of merchant banking, where aligned incentives forge enduring partnerships. Centurion One Capital: A superior approach to investment banking.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements and information that are based on the beliefs of management and reflect Regency Silver's current expectations. When used in this news release, the words 'estimate', 'project', 'belief', 'anticipate', 'intend', 'expect', 'plan', 'predict', 'may' or 'should' and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this news release include information relating to the Offerings (including Exchange approval and the closing of the Offerings) and the anticipated use of proceeds of the Offerings. Such statements and information reflect the current view of Regency. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the following risks: (i) there is no assurance that the Offerings will be completed or as to the actual offering price or gross proceeds to be raised in connection with the Offerings. In particular, the amount raised may be significantly less than the amounts anticipated as a result of, among other things, market conditions and investor behaviour; (ii) there is no assurance that the Company will obtain all requisite approvals for the Offerings; (iii) following completion of the Offerings, the Company may require additional financing from time to time in order to continue its operations. Financing may not be available when needed or on terms and conditions acceptable to the Company and (iv) the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Company's securities, regardless of its operating performance.
There are a number of important factors that could cause Regency Silver's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: currency fluctuations; limited business history of the Company; disruptions or changes in the credit or security markets; results of operation activities and development of projects; project cost overruns or unanticipated costs and expenses, fluctuations in commodity prices, and general market and industry conditions.
Regency Silver cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Regency Silver has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
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