Silver North Resources Ltd 6-K, filed Aug 13, 2024
Silver North Resources Ltd. (TARSF)
About this 6-K
Silver North Resources Ltd filed this 6-K on August 13, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 AND 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of June 2024
File No. 000-55193
Silver North Resources Ltd.
(Formerly Alianza Minerals Ltd.)
(Name of Registrant)
410 – 325 Howe Street Vancouver, British Columbia, Canada V6C 1Z7
(Address of principal executive offices)
Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F FORM 20-F x FORM 40-F ¨
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 6-K to be signed on its behalf by the undersigned, thereunto duly authorized.
Silver North Resources Ltd.
(Registrant)
Dated: August 6, 2024 | By: /s/ “Winnie Wong” Winnie Wong, Chief Financial Officer |
Exhibits:
99.1Offering Document
99.2News Release dated June 6, 2024
99.3News Release dated June 21, 2024
99.4News Release dated June 28, 2024
99.5News Release dated July 3, 2024
99.6News Release dated July 18, 2024
No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document. Any representation to the contrary is an offence. This Offering (as defined herein) may not be suitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.
These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any of the securities laws of any state of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States. This Offering document does not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities within the United States or to, or for the account or benefit of, U.S. persons. “United States” and “U.S. person” have the meanings ascribed to them in Regulation S under the U.S. Securities Act.
Offering Document under the Listed Issuer Financing Exemption | June 5, 2024 |
SILVER NORTH RESOURCES LTD.
(the “Company” or “Silver North”)
SUMMARY OF OFFERING
What are we offering?
Silver North Resources Ltd. is conducting a listed issuer financing under section 5A.2 of National Instrument 45-106 Prospectus Exemptions. In connection with this offering, the Company represents the following is true:
·The Company has active operations and its principal asset is not cash, cash equivalents or its exchange listing.
·The Company has filed all periodic and timely disclosure documents that it is required to have filed.
·The total dollar amount of this offering, in combination with the dollar amount of all other offerings made under the listed issuer financing exemption in the 12 months immediately before the date of this offering document, will not exceed $5,000,000.
·The Company will not close this offering unless the Company reasonably believes it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution.
·The Company will not allocate the available funds from this offering to an acquisition that is a significant acquisition or restructuring transaction under securities law or to any other transaction for which the Company seeks security holder approval.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Except for statements of historical fact, information contained herein constitutes “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and United States securities legislation. Forward-looking information is often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “planned”, “expect”, “project”, “predict”, “potential”, “estimate”, “targeting”, “intends”, “believe”, and similar expressions, or describes a “goal”, or variation of such words and phrases or states that certain actions, events or results “may”, “should”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking information and forward-looking statements herein include, but are not limited to, those relating to: the Company’s expectations with respect to the use of proceeds and the use of the available funds following completion of the Offering; the completion of the Offering and the expected Closing Date; the deposits, veins, and properties the Company intends to target with its exploration program; the types of precious metals being targeted for exploration by the Company; changes in project parameters as plans continue to be refined; the Company’s ability to continue as a going concern; and the Company’s going-forward strategy.
Forward-looking statements and forward-looking information are not guarantees of future performance and are based upon a number of estimates and assumptions of management at the date the statements are made. Such factors and assumptions may include, but are not limited to: the Company’s ability to close the Offering on the terms disclosed herein, or at all, that the Company will use the proceeds from the Offering as currently contemplated, that the Company’s exploration programs will proceed as currently contemplated, the future prices of minerals and precious metals, the price of other commodities such as, fuel and electricity; currency exchange rates and interest rates; favourable operating conditions, political stability, timely receipt of governmental approvals, licences and permits (and renewals thereof); access to necessary financing; stability of labour markets and market conditions in general; availability of equipment; estimates of costs and expenditures to complete the Company’s programs and goals; the Company’s ability to raise sufficient capital to fund planned exploration activities and maintain corporate capacity; stability in financial and capital markets; and there being no significant disruptions affecting the development and operation of the Company’s projects.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and other factors include, among others, and without limitation: the Company may not be able to close the Offering on the terms disclosed herein, or at all; the Company will not use the proceeds of the Offering as currently contemplated; the Company’s exploration programs will not proceed as currently contemplated; the Company could lose title and ownership of its properties, which would have a negative effect on its operations and valuation; the Company may be unable to obtain the substantial funds required to continue its operations; the Company may fail to obtain required permits and licenses which could adversely impact the Company’s operations and profitability; the market of the Common Shares is subject to volume and price volatility which could negatively affect a shareholder’s ability to buy or sell the Company’s Common Shares; the price of the Common Shares may be adversely affected by declines in the prices of certain minerals; the loss of key personnel could adversely affect the Company’s operations; the Company operates in the resource industry, which is highly speculative, and has certain inherent exploration risks which could have a negative effect on its operations; the Company may be unable to successfully identify suitable acquisition candidates and partners, negotiate acceptable terms or integrate their operations with the Company’s operations; the Company may be unable to protect its information systems or prevent cyber-attacks and security breaches; the inability to access adequate infrastructure for the Company’s exploration, development and processing activities could negatively affect its business, financial condition, results of operations, cash flows or prospects; the Company is subject to political regulatory risks which may adversely affect its ability to continue to explore, develop and operate its properties; the Company is subject to substantial environmental requirements which could cause a restriction or suspension of its operations; the Company may be subject to a variety of civil or other legal proceedings, which may adversely affect its business, operating results or financial condition; the Company may be unable to continue as a going concern; the Company is subject to general global risks arising from epidemic diseases, the ongoing war in Ukraine, rising inflation and interest rates and the impact they will have on the Company’s operations, supply chains, ability to access mining projects or procure equipment, supplies, contractors and other personnel on a timely basis or at all is uncertain; as well as other risk factors in the Company’s other public filings available at www.sedarplus.ca. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. The Company cannot guarantee future results, performance, or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information. The Company undertakes no duty to update any of the forward-looking information to conform such information to actual results or to changes in the Company’s expectations, except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information. The forward-looking information contained in this offering document is expressly qualified by this cautionary statement.
Scientific and Technical Information
The scientific and technical information contained in this offering document relating to the Company’s mineral properties has been reviewed and approved by Mr. Jason Weber, P.Geo., President and CEO of the Company, a “qualified person” (“QP”) within the meaning of National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). Historical data contained in this offering document has not been verified.
SUMMARY DESCRIPTION OF BUSINESS
What is our business?
The Company is an exploration stage company and is engaged principally in the acquisition and exploration of mineral properties. Silver North’s primary assets are its 100% owned Haldane silver project (next to Hecla Mining Inc.’s Keno Hill Mine project) and the Tim silver project (under option to Coeur Mining, Inc.). Silver North also holds gold and base metal projects in Yukon Territory, Colorado and Nevada, and is actively seeking partners for them. Silver North also plans to acquire additional silver properties in favourable jurisdictions.
The Company does not hold any interests in producing or commercial mineral deposits. The Company has no production or other material revenue. Commercial development of any kind will only occur in the event that sufficient quantities of mineral resources containing economic concentrations of minerals are discovered. If, in the future, a discovery is made, substantial financial resources will be required to establish mineral resources and/or mineral reserves. Additional substantial financial resources will be required to develop mining and processing facilities for any mineral resources and/or mineral reserves that may be discovered. If the Company is unable to finance the establishment of mineral reserves or the development of mining and processing facilities it may be required to sell all or a portion of its interest in such property to one or more parties capable of financing such development.
Recent developments
There are no material recent developments in respect of the Company that have not been disclosed in this offering document or in any other document filed by the Company in the 12 months preceding the date of this offering document.
Material facts
There are no material facts about the securities being distributed that have not been disclosed in this offering document or in any other document filed by the Company in the 12 months preceding the date of this offering document and the date the Company’s most recent audited annual financial statements were filed.
What are the business objectives that we expect to accomplish using the available funds?
Business Objectives and Milestones
The Company intends to use the gross proceeds from the sale of the CFT Units to incur Qualifying Expenditures related to the Company's projects in the Yukon, on or before December 31, 2025. This includes programs and expenditures to:
| Expected Time Period for Event | Cost related to Event(1) |
Exploration and drilling at the Haldane property | 12 months | $750,000 |
Exploration at the GDR property | 12 months | $250,000 |
|
| $1,000,000 |
Notes:
(1)Should the Company raise less than the maximum amount under the CFT Offering it will reduce its exploration expenses accordingly.
Funds from the CFT Offering will be used for exploration at the Company’s Haldane and GDR properties in the Yukon. The primary expenditures at the Haldane property will be related to follow up drilling at the West Fault target, testing extensions of this zone to the southwest along strike and down dip (`4 holes). Drilling will also take place at the Bighorn target (~1 hole), targeting silver mineralization identified in the Company’s 2019 drilling program. The Company also intends to undertake additional drilling at West Fault and/or Bighorn targets and potentially one hole testing the West Fault and continuing to depth to also test the parallel Main Fault target.
Funds from the CFT Offering will also be used for exploration and drill target development at the GDR property. Mapping, prospecting and geochemical sampling may be undertaken on all three claim groups within the GDR property in order to identify drilling targets. The distribution of funds for exploration of the properties will be determined by results of the programs and the size of the completed CFT Offering.
The Company intends to use the funds from NFT Offering for working capital and general corporate purposes.
USE OF AVAILABLE FUNDS
What will our available funds be upon the closing of the Offering?
The expected total available funds to the Company following completion of the Offering is estimated to be $1,623,819 if the maximum Offering is completed.
|
| Assuming 100% of Offering |
A | Amount to be raised by this offering | $1,250,000 |
B | Selling commissions and fees | $67,278(1) |
C | Estimated offering costs (e.g., legal, accounting, audit) | $35,000 |
D | Net proceeds of offering: D = A – (B+C) | $1,147,722 |
E | Working capital as at most recent month end (deficiency) | $476,097 |
F | Additional sources of funding | $Nil |
G | Total available funds: G = D+E+F | $1,623,819 |
Notes:
(1)Assumes the Cash Fee (as defined below) is paid on all CFT Unit End Buyers and NFT Unit purchasers.
How will we use the available funds?
Description of intended use of available funds listed in order of priority | Assuming 100% of Offering |
Exploration programs in Yukon | $1,000,000 |
General and Administrative | $300,000 |
Unallocated Working Capital | $323,819 |
Total | $1,623,819 |
The above noted allocation of capital and anticipated timing represents the Company’s current intentions based upon its present plans and business condition, which could change in the future as its plans and business conditions evolve. Although the Company intends to spend the proceeds from the Offering as set forth above, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary and may vary materially from that set forth above, as the amounts actually allocated and spent will depend on a number of factors, including the Company’s ability to execute on its business plan. See the “Cautionary Statement Regarding Forward-Looking Information” section above.
The most recent audited annual financial statements and interim financial report of the Company included a going-concern note. The Company is still in the exploration stage and the Company has not yet generated positive cash flows from its operating activities, which may cast doubt on the Company's ability to continue as a going concern. The Offering is intended to permit the Company to continue its exploration and drilling efforts at its Yukon mineral projects and is not expected to affect the decision to include a going-concern note in the next annual financial statements of the Company.
How have we used the other funds we have raised in the past 12 months?
Previous Financing | Intended Use of Funds | Use of Funds to June 5, 2024 |
$1,000,000 October and December 2023 Private Placement(1) | Exploration program at Yukon property and general and administrative expenses | $697,675 used for the Company’s exploration program at its Yukon properties and general and administrative expenses |
$650,000 April 2024 Private Placement (2) | General and administrative expenses | $532,594 used for general and administrative expenses |
Note:
(1)Non-brokered private placement of units of the Company for gross proceeds of $540,000 and flow-through shares of the Company for gross proceeds of $460,000.
(2)Non-brokered private placement of units of the Company for gross proceeds of $650,000.
Who are the dealers or finders that we have engaged in connection with this Offering, if any, and what are their fees?
Finder: | Red Cloud Securities Inc. |
Compensation Type: | Cash Fee and Finder Warrants (as defined herein). |
Cash Commission: | A cash fee (the "Cash Fee") of 7.0% of the aggregate gross proceeds raised from: (i) the sale of CFT Units to End Buyers introduced to the Company by the finder; and (ii) the sale of NFT Units to purchasers introduced to the Company by the finder. |
Finder Warrants: | The Company will issue non-transferable Common Share purchase warrants (the "Finders' Warrants") as is equal to up to 7.0% of the number of: (i) CFT Units sold to End Buyers introduced to the Company by the finder; and (ii) NFT Units sold to purchasers introduced to the Company by the finder. Each Finders' Warrant entitles the holder to purchase one Common Share (a "Finders' Warrant Share") for a period of 12 months from the date of issue at an exercise price of $0.16 per Finders’ Warrant Share. |
PURCHASERS’ RIGHTS
Rights of Action in the Event of a Misrepresentation
If there is a misrepresentation in this offering document, you have a right
(a)to rescind your purchase of these securities with the Company, or
(b)to damages against the Company and may, in certain jurisdictions, have a statutory right to damages from other persons.
These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.
If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.
You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal adviser.
The rights provided for under the Listed Issuer Financing Exemption are for the benefit of all Purchasers.
ADDITIONAL INFORMATION
Where can you find more information about us?
Security holders can access the Company’s continuous disclosure filings on SEDAR+ at www.sedarplus.ca under the Company’s profile.
For further information regarding the Company, visit our website at: https://silvernorthres.com.
Investors should read this offering document and consult their own professional advisors to assess the income tax, legal, risk factors and other aspects of their investment of Units.
CERTIFICATE OF THE COMPANY
This offering document, together with any document filed under Canadian securities legislation on or after June 5, 2023, contains disclosure of all material facts about the securities being distributed and does not contain a misrepresentation.
June 5, 2024
“Jason Weber” _________________________________ Jason Weber President, Chief Executive Officer & Director
| “Winnie Wong” _________________________________ Winnie Wong Chief Financial Officer & Secretary
|
1
| Trading Symbol (TSX-V: SNAG) 410-325 Howe Street Vancouver, British Columbia Canada V6C 1Z7 Tel: (604) 687 3520 Fax: 1-888-889-4874 www.silvernorthres.com |
NR 24-08
Silver North Announces Private Placement for Gross Proceeds of up to C$1.25 Million
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, BC, June 6, 2024 – Silver North Resources Ltd. (TSX-V: SNAG, OTCQB: TARSF) “Silver North” or the “Company”) is pleased to announce a non-brokered private placement (the “Offering”) for aggregate gross proceeds of up to $1,250,000 from the sale of the following:
(i) non-flow-through units of the Company (the “NFT Units”) to be sold at a price of $0.16 per NFT Unit for gross proceeds of up to $250,000 from the sale of NFT Units; and (ii) charity flow-through units of the Company (the “CFT Units”, and together with the NFT Units, the “Offered Securities”) to be sold at a price of $0.225 per CFT Unit for gross proceeds of up to $1,000,000 from the sale of CFT Units. Each NFT Unit will be comprised of one common share in the capital of the Company (each, a “Common Share”) and one common share purchase warrant (a “Warrant”). Each CFT Unit will be comprised of one Common Share that will qualify as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”) and one Warrant. The Warrants for all units will be subject to the same terms, with each Warrant entitling the holder thereof to purchase one Common Share (a “Warrant Share”) for a period of 48 months from the issue date of the Offered Securities at an exercise price of $0.35 per Warrant Share.
The Company intends to use the gross proceeds raised from the sale of CFT Units for exploration and related programs on the Company’s Haldane and GDR mineral properties. The gross proceeds from the sale of NFT Units will be used for working capital and general corporate purposes.
The Company will use an amount equal to the gross proceeds from the sale of CFT Units, pursuant to the provisions in the Tax Act, to incur eligible “Canadian exploration expenses” that qualify as “flow-through mining expenditures” as both terms are defined in the Tax Act (the “Qualifying Expenditures”) related to the Company's projects in the Yukon, on or before December 31, 2025, and to renounce all the Qualifying Expenditures in favour of the subscribers of the CFT Units effective December 31, 2024. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each CFT Unit subscriber for any additional taxes payable by such subscriber as a result of the Company’s failure to renounce the Qualifying Expenditures as agreed.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Offered Securities will be offered for sale to purchasers resident in Canada and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption”). Because the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the securities issuable from the sale of Offered Securities to Canadian resident subscribers in the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws.
There is an offering document related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.silvernorthres.com. Prospective investors should read this offering document before making an investment decision.
The securities described herein have not been, and will not be, registered under the U.S. Securities Act, as amended, or any state securities laws, and accordingly, may not be offered or sold within the United States or the US persons except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
About Silver North Resources Ltd.
Silver North’s primary assets are its 100% owned Haldane silver project (next to Hecla Mining Inc.’s Keno Hill Mine project), the Tim silver project (under option to Coeur Mining,
Inc. in the Silvertip/Midway District, BC and Yukon) and the GDR project also in the Silvertip/Midway district. Silver North also plans to acquire additional silver properties in favourable jurisdictions.
The Company is listed on the TSX Venture Exchange under the symbol “SNAG”, trades on the OTCQB market in the United States under the symbol “TARSF”, and under the symbol “I90” on the Frankfurt Stock Exchange.
Mr. Jason Weber, P.Geo., President and CEO of Silver North Resources Ltd. is a Qualified Person as defined by National Instrument 43-101. Mr. Weber supervised the preparation of the technical information contained in this release.
For further information, contact:
Jason Weber, President and CEO
Sandrine Lam, Shareholder Communications
Tel: (604) 807-7217
Fax: (888) 889-4874
To learn more visit: www.silvernorthres.com Twitter: https://twitter.com/SilverNorthRes
LinkedIn: https://www.linkedin.com/company/silvernorth-res-ltd/
NEITHER THE 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. STATEMENTS IN THIS NEWS RELEASE, OTHER THAN PURELY HISTORICAL INFORMATION, INCLUDING STATEMENTS RELATING TO THE COMPANY'S FUTURE PLANS AND OBJECTIVES OR EXPECTED RESULTS, MAY INCLUDE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS ARE BASED ON NUMEROUS ASSUMPTIONS AND ARE SUBJECT TO ALL OF THE RISKS AND UNCERTAINTIES INHERENT IN RESOURCE EXPLORATION AND DEVELOPMENT. AS A RESULT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD- LOOKING STATEMENTS.
| Trading Symbol (TSX-V: SNAG) 410-325 Howe Street Vancouver, British Columbia Canada V6C 1Z7 Tel: (604) 687 3520 Fax: 1-888-889-4874 www.silvernorthres.com |
NR 24-09
Silver North Announces Closing of First Tranche of Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, BC, June 21, 2024 – Silver North Resources Ltd. (TSX-V: SNAG, OTCQB: TARSF) “Silver North” or the “Company”) is pleased to announce that further to its news release dated June 5, 2024, it has closed the first tranche (the “First Tranche”) of its non-brokered private placement (the “Offering”) for gross proceeds of $562,500.
In connection with the closing of the First Tranche the Company issued 2,500,000 charity flow-through units of the Company (the “CFT Units”) at a price of $0.225 per CFT Unit for gross proceeds of $562,500. Each CFT Unit is comprised of one common share in the capital of the Company (a “Share”) and one common share purchase warrant (a “Warrant”) of the Company, each of which will qualify as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”). Each Warrant entitles the holder thereof to purchase one Share (a “Warrant Share”) until June 21, 2028 at an exercise price of $0.35 per Warrant Share.
“Management would like to thank those who participated this offering,” stated Jason Weber, P.Geo., president and CEO of Silver North. “These funds allow Silver North to continue to build on high-grade silver targets such as the West Fault discovery at the Haldane Silver Project in Yukon’s famous Keno Silver District.”
The Company will use an amount equal to the gross proceeds from the First Tranche, pursuant to the provisions in the Tax Act, to incur eligible “Canadian exploration expenses” that qualify as “flow-through mining expenditures” as both terms are defined in the Tax Act (the “Qualifying Expenditures”) related to the Company's projects in the Yukon, on or before December 31, 2025, and to renounce all the Qualifying Expenditures in favour of the subscribers of the CFT Units effective December 31, 2024. If the Qualifying Expenditures renounced by the Company to the CFT Unit subscribers are reduced by the Canada Revenue Agency, the Company will indemnify each CFT Unit subscriber for any taxes payable by such subscriber.
In connection with the closing of the First Tranche the Company issued 105,000 finder’s warrants (the “Finder’s Warrants”) and paid a cash commission of $16,800 to certain arm’s length finders, including Red Cloud Securities Inc., Glores Securities Inc. and Ventum Financial Corp. Each Finder’s Warrant entitles the holder thereof to purchase one Share (a “Finder’s Warrant Share”) at a price of $0.16 per Finder’s Warrant Share until June 21, 2025. The Finder’s Warrants issued in connection with the First Tranche are subject to a statutory hold period and may not be traded until October 22, 2024, except as permitted by applicable securities legislation.
The Company anticipates closing a second tranche of the Offering shortly, subject to customary closing conditions, including the approval of the TSX Venture Exchange (“TSXV”). The Company anticipates that the securities issued in subsequent tranches will be non-flow-through units of the Company (the “NFT Units” and together with the CFT Units, the “Offered Securities”) as more fully described in the Company’s June 5, 2024 news release.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Offered Securities are offered for sale to purchasers resident in Canada and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption”). Because the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the securities issuable from the sale of Offered Securities to Canadian resident subscribers in the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws.
There is an offering document related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.silvernorthres.com. Prospective investors should read this offering document before making an investment decision.
The securities described herein have not been, and will not be, registered under the U.S. Securities Act, as amended, or any state securities laws, and accordingly, may not be offered or sold within the United States or the US persons except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
About Silver North Resources Ltd.
Silver North’s primary assets are its 100% owned Haldane silver project (next to Hecla Mining Inc.’s Keno Hill Mine project), the Tim silver project (under option to Coeur Mining, Inc. in the Silvertip/Midway District, BC and Yukon) and the GDR project also in the Silvertip/Midway district. Silver North also plans to acquire additional silver properties in favourable jurisdictions.
The Company is listed on the TSX Venture Exchange under the symbol “SNAG”, trades on the OTCQB market in the United States under the symbol “TARSF”, and under the symbol “I90” on the Frankfurt Stock Exchange.
Mr. Jason Weber, P.Geo., President and CEO of Silver North Resources Ltd. is a Qualified Person as defined by National Instrument 43-101. Mr. Weber supervised the preparation of the technical information contained in this release.
For further information, contact:
Jason Weber, President and CEO
Sandrine Lam, Shareholder Communications
Tel: (604) 807-7217
To learn more visit: www.silvernorthres.com
X: https://twitter.com/SilverNorthRes
LinkedIn: https://www.linkedin.com/company/silvernorth-res-ltd/
NEITHER THE 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. STATEMENTS IN THIS NEWS RELEASE, OTHER THAN PURELY HISTORICAL INFORMATION, INCLUDING STATEMENTS RELATING TO THE COMPANY'S FUTURE PLANS AND OBJECTIVES OR EXPECTED RESULTS, MAY INCLUDE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS ARE BASED ON NUMEROUS ASSUMPTIONS AND ARE SUBJECT TO ALL OF THE RISKS AND UNCERTAINTIES INHERENT IN RESOURCE EXPLORATION AND DEVELOPMENT. AS A RESULT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD- LOOKING STATEMENTS.
| Trading Symbol (TSX-V: SNAG) 410-325 Howe Street Vancouver, British Columbia Canada V6C 1Z7 Tel: (604) 687 3520 Fax: 1-888-889-4874 www.silvernorthres.com |
NR 24-10
Silver North Announces Closing of Second Tranche of Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, BC, June 28, 2024 – Silver North Resources Ltd. (TSX-V: SNAG, OTCQB: TARSF) “Silver North” or the “Company”) is pleased to announce that it has closed the second tranche (the “Second Tranche”) of its non-brokered private placement (the “Offering”) for gross proceeds of $175,880. Further to the Company’s news release dated June 21, 2024, the Company has raised aggregate gross proceeds of $738,380 in the Offering.
In connection with the closing of the Second Tranche the Company issued 1,099,250 non-flow-through units of the Company (the “NFT Units”) at a price of $0.16 per NFT Unit for gross proceeds of $175,880. Each NFT Unit is comprised of one common share in the capital of the Company (a “Share”) and one common share purchase warrant (a “Warrant”) of the Company. Each Warrant entitles the holder thereof to purchase one Share (a “Warrant Share”) until June 28, 2028 at an exercise price of $0.35 per Warrant Share.
“Management would like to thank those who participated in this financing as we continue to push to make new silver discoveries,” stated Mark T. Brown, Executive Chairman of Silver North. “With this continued support we can continue to add value drilling new high grade silver targets and advancing existing discoveries such as West Fault, at our Haldane Silver Project, Keno District, Yukon.”
The Company intends to use the proceeds from the Second Tranche for general corporate and working capital purposes.
In connection with the closing of the Second Tranche the Company issued 10,500 finder’s warrants (the “Finder’s Warrants”) and paid a cash commission of $1,680 to Haywood Securities Inc. Each Finder’s Warrant entitles the holder thereof to purchase one Share (a “Finder’s Warrant Share”) at a price of $0.16 per Finder’s Warrant Share until June 28, 2025. The Finder’s Warrants issued in connection with the Second Tranche are subject to a statutory hold period and may not be traded until October 29, 2024, except as permitted by applicable securities legislation.
Jason Weber, CEO, President and a director of the Company and Pacific Opportunity Capital Ltd., a company controlled by Mark Brown, a director of the Company (collectively, the “Interested Parties”), purchased or acquired direction or control over a total of 231,250 NFT Units as part of the Second Tranche. The placement to the Interested Parties constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Notwithstanding the foregoing, the directors of the Company have determined that the Interested Parties’ participation in the Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101. The Company did not file a material change report 21 days prior to the closing of the Second Tranche of the Offering as the details of the participation of Interested Parties had not been confirmed at that time.
The Company anticipates closing a third tranche of the Offering shortly, subject to customary closing conditions, including the approval of the TSX Venture Exchange (“TSXV”). The Company anticipates that the securities issued in subsequent tranches will be NFT Units.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the NFT Units and the charity flow-through units (“CFT Units” and together with the NFT Units, the “Offered Securities”) are offered for sale to purchasers resident in Canada and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption”). Because the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the securities issuable from the sale of Offered Securities to Canadian resident subscribers in the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws. There is an offering document related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.silvernorthres.com. Prospective investors should read this offering document before making an investment decision.
The securities described herein have not been, and will not be, registered under the U.S. Securities Act, as amended, or any state securities laws, and accordingly, may not be offered or sold within the United States or the US persons except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
About Silver North Resources Ltd.
Silver North’s primary assets are its 100% owned Haldane silver project (next to Hecla Mining Inc.’s Keno Hill Mine project), the Tim silver project (under option to Coeur Mining, Inc. in the Silvertip/Midway District, BC and Yukon) and the GDR project also in the Silvertip/Midway district. Silver North also plans to acquire additional silver properties in favourable jurisdictions.
The Company is listed on the TSX Venture Exchange under the symbol “SNAG”, trades on the OTCQB market in the United States under the symbol “TARSF”, and under the symbol “I90” on the Frankfurt Stock Exchange.
Mr. Jason Weber, P.Geo., President and CEO of Silver North Resources Ltd. is a Qualified Person as defined by National Instrument 43-101. Mr. Weber supervised the preparation of the technical information contained in this release.
For further information, contact:
Jason Weber, President and CEO
Sandrine Lam, Shareholder Communications
Tel: (604) 807-7217
Fax: (888) 889-4874
To learn more visit: www.silvernorthres.com
X: https://x.com/SilverNorthRes
LinkedIn: https://www.linkedin.com/company/silvernorth-res-ltd/
NEITHER THE 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. STATEMENTS IN THIS NEWS RELEASE, OTHER THAN PURELY HISTORICAL INFORMATION, INCLUDING STATEMENTS RELATING TO THE COMPANY'S FUTURE PLANS AND OBJECTIVES OR EXPECTED RESULTS, MAY INCLUDE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS ARE BASED ON NUMEROUS ASSUMPTIONS AND ARE SUBJECT TO ALL OF THE RISKS AND UNCERTAINTIES INHERENT IN RESOURCE EXPLORATION AND DEVELOPMENT. AS A RESULT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD- LOOKING STATEMENTS.
| Trading Symbol (TSX-V: SNAG) 410-325 Howe Street Vancouver, British Columbia Canada V6C 1Z7 Tel: (604) 687 3520 Fax: 1-888-889-4874 www.silvernorthres.com |
NR 24-11
Coeur Commences Drilling at Silver North’s Tim Project
Vancouver, BC, July 3, 2024 – Silver North Resources Ltd. (TSX-V: SNAG, OTCQB: TARSF) “Silver North” or the “Company”) is pleased to announce that the 2024 drilling program at the Tim Property, under option to Coeur Mining, Inc. (“Coeur” NYSE-CDE) has commenced. Coeur is funding and operating the program under an option agreement to earn up to an 80% interest in the property. Current plans are to complete approximately 2,000 metres of drilling targeting silver-lead-zinc Carbonate Replacement Deposit (CRD) mineralization similar to that found at Coeur’s Silvertip Mine Property, 19 km to the south of Tim.
Jason Weber, president and CEO of Silver North states, “We are excited to see Coeur start the inaugural drill program at Tim. We are very pleased to be working with their experienced team in our efforts to bring new silver discoveries to bear for Silver North’s shareholders.”
Approximately 2,000 metres of drilling is planned from up to six drill pads, testing the potential for CRD-style mineralization along almost 2,000 metres of strike length of prospective stratigraphy. Drilling will target both structurally-hosted “chimney” style mineralization and stratigraphically controlled “manto” mineralization. Previous work has identified silver mineralization in trenches dating back to the 1980s. Recent work by Coeur to verify previous sampling returned 468.1 g/t silver, 21.1% lead, and 0.3% zinc over 4.0 metres from one re-opened trench. Another trench, located approximately 200 metres along strike, returned 265.0 g/t silver, 6.7% lead and 0.9% zinc over 8.8 metres. Silver North views the Tim as a high priority exploration target as it exhibits similar geological characteristics to Coeur’s Silvertip Project.
The 2024 program is conducted under the direction of Coeur’s exploration team based at Silvertip, under the terms of an option agreement granting Coeur the right to earn a 51% interest in the property by completing a minimum of $3.15 million in additional exploration expenditures and making additional cash payments to Silver North totalling $275,000 by December 31, 2026. Coeur can bring its interest to 80% by making additional cash payments of $100,000 per year in 2027 and 2028, completing a positive feasibility study and informing Silver North of its intention to develop a mine at Tim by December 16, 2028. Under this agreement, Coeur must fund a minimum $700,000 program in 2024. Tim is road accessible via 25 km of 4 x 4 access off the Silvertip Mine Road.
About Silver North Resources Ltd.
The Company is listed on the TSX Venture Exchange under the symbol “SNAG”, trades on the OTCQB market in the United States under the symbol “TARSF”, and under the symbol “I90” on the Frankfurt Stock Exchange.
Mr. Jason Weber, P.Geo., President and CEO of Silver North Resources Ltd. is a Qualified Person as defined by National Instrument 43-101. Mr. Weber supervised the preparation of the technical information contained in this release.
For further information, contact:
Jason Weber, President and CEO
Sandrine Lam, Shareholder Communications
Tel: (604) 807-7217
Fax: (888) 889-4874
To learn more visit: www.silvernorthres.com
Twitter: https://twitter.com/SilverNorthRes
LinkedIn: https://www.linkedin.com/company/silvernorth-res-ltd/
NEITHER THE 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. STATEMENTS IN THIS NEWS RELEASE, OTHER THAN PURELY HISTORICAL INFORMATION, INCLUDING STATEMENTS RELATING TO THE COMPANY'S FUTURE PLANS AND OBJECTIVES OR EXPECTED RESULTS, MAY INCLUDE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS ARE BASED ON NUMEROUS ASSUMPTIONS AND ARE SUBJECT TO ALL OF THE RISKS AND UNCERTAINTIES INHERENT IN RESOURCE EXPLORATION AND DEVELOPMENT. AS A RESULT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS.
| Trading Symbol (TSX-V: SNAG) 410-325 Howe Street Vancouver, British Columbia Canada V6C 1Z7 Tel: (604) 687 3520 Fax: 1-888-889-4874 www.silvernorthres.com |
NR 24-12
Silver North Announces Closing of Final Tranche of Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, BC, July 18, 2024 – Silver North Resources Ltd. (TSX-V: SNAG, OTCQB: TARSF) “Silver North” or the “Company”) is pleased to announce that it has closed the third and final tranche (the “Final Tranche”) of its non-brokered private placement (the “Offering”) for gross proceeds of $89,000. Further to the Company’s news releases dated June 21, 2024 and June 28, 2024, the Company has raised aggregate gross proceeds of $827,380 in the Offering.
In connection with the closing of the Final Tranche the Company issued 556,250 non-flow-through units of the Company (the “NFT Units”) at a price of $0.16 per NFT Unit for gross proceeds of $89,000. Each NFT Unit is comprised of one common share in the capital of the Company (a “Share”) and one common share purchase warrant (a “Warrant”) of the Company. Each Warrant entitles the holder thereof to purchase one Share (a “Warrant Share”) until July 18, 2028 at an exercise price of $0.35 per Warrant Share.
The Company intends to use the proceeds from the Final Tranche for general corporate and working capital purposes.
In connection with the closing of the Final Tranche the Company issued 10,937 finder’s warrants (the “Finder’s Warrants”) and paid a cash commission of $1,750 to Canaccord Genuity Corp. Each Finder’s Warrant entitles the holder thereof to purchase one Share (a “Finder’s Warrant Share”) at a price of $0.16 per Finder’s Warrant Share until July 18, 2025. The Finder’s Warrants issued in connection with the Final Tranche are subject to a statutory hold period and may not be traded until November 19, 2024, except as permitted by applicable securities legislation.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), a portion of the NFT Units, and the charity flow-through units (“CFT Units” and together with the NFT Units, the “Offered Securities”) were offered for sale to purchasers resident in Canada and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption”). Because a portion of the Offering was completed pursuant to the Listed Issuer Financing Exemption, that portion of securities issuable from the sale of the Offered Securities to Canadian resident subscribers in the Offering are not subject to a hold period pursuant to applicable Canadian securities laws. 93,750 NFT Units sold in the Final Tranche were issued pursuant to certain private placement exemptions under NI 45-106. Those NFT Units are subject to a statutory hold period of four months and one day in accordance with applicable Canadian securities laws. There is an offering document related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.silvernorthres.com. Prospective investors should read this offering document before making an investment decision.
The securities described herein have not been, and will not be, registered under the U.S. Securities Act, as amended, or any state securities laws, and accordingly, may not be offered or sold within the United States or the US persons except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
About Silver North Resources Ltd.
Silver North’s primary assets are its 100% owned Haldane silver project (next to Hecla Mining Inc.’s Keno Hill Mine project), the Tim silver project (under option to Coeur Mining, Inc. in the Silvertip/Midway District, BC and Yukon) and the GDR project also in the Silvertip/Midway district. Silver North also plans to acquire additional silver properties in favourable jurisdictions.
The Company is listed on the TSX Venture Exchange under the symbol “SNAG”, trades on the OTCQB market in the United States under the symbol “TARSF”, and under the symbol “I90” on the Frankfurt Stock Exchange.
Mr. Jason Weber, P.Geo., President and CEO of Silver North Resources Ltd. is a Qualified Person as defined by National Instrument 43-101. Mr. Weber supervised the preparation of the technical information contained in this release.
For further information, contact:
Jason Weber, President and CEO
Sandrine Lam, Shareholder Communications
Tel: (604) 807-7217
Fax: (888) 889-4874
To learn more visit: www.silvernorthres.com
X: https://twitter.com/SilverNorthRes
LinkedIn: https://www.linkedin.com/company/silvernorth-res-ltd/
NEITHER THE 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. STATEMENTS IN THIS NEWS RELEASE, OTHER THAN PURELY HISTORICAL INFORMATION, INCLUDING STATEMENTS RELATING TO THE COMPANY'S FUTURE PLANS AND OBJECTIVES OR EXPECTED RESULTS, MAY INCLUDE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS ARE BASED ON NUMEROUS ASSUMPTIONS AND ARE SUBJECT TO ALL OF THE RISKS AND UNCERTAINTIES INHERENT IN RESOURCE EXPLORATION AND DEVELOPMENT. AS A RESULT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD- LOOKING STATEMENTS.