Alaska Silver Corp 8-K, filed Oct 1, 2025
Alaska Silver Corp. (WAMFF)
About this 8-K
Alaska Silver Corp filed this 8-K on October 1, 2025.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 7.01 Regulation FD Disclosure.
On October 1, 2025, the Company issued a press release announcing the pricing of a public offering of common shares. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information set forth in this Item 7.01, including Exhibit 99.1, 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 that section. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Exhibits.
(d) Exhibits.
Exhibit 99.1. Press release, dated October 1, 2025
Exhibit 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: October 1, 2025
| ALASKA SILVER CORP. | ||
| By: | /s/ Darren Morgans | |
| Darren Morgans | ||
| Chief Financial Officer | ||
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Exhibit 99.1
NEWS RELEASE
ALASKA SILVER ANNOUNCES PRICING OF OFFERING
TUCSON, ARIZONA, US – October 1, 2025 – Alaska Silver Corp. (the “Company,” “Alaska Silver” or “WAM”) (TSXV: “WAM”) is pleased to announce pricing of its previously announced offering (the “Offering”) of units of the Company (“Units”).
Pursuant to the Offering, the Company will offer 18,460,000 Units at a price of US$0.65 per Unit for gross proceeds of approximately US$12 million. Each Unit will consist of one subordinate voting share and one subordinate voting share purchase warrant (a “Warrant”). Each Warrant will be exercisable for one subordinate voting share of the Company (each, a “Warrant Share”) at US$0.97 until the date which is three years from the closing date of the Offering (the “Closing Date”).
Cantor Fitzgerald & Co. (“Cantor”) is acting as the lead book-running manager for the Offering on behalf of a syndicate of underwriters. Cantor Fitzgerald Canada Corporation will act as an agent for the sale of any Company securities in the Offering in Canada. The Company has granted Cantor an option, exercisable in full or in part up to 30 days after the pricing of the Offering, to offer for sale up to an additional 15% of the number of Units sold pursuant to the Offering.
The net proceeds of the Offering will be used to fund the Company’s mineral exploration activities, to repay certain outstanding debt and for general working capital purposes.
Closing of the Offering is expected to occur on or about October 3, 2025 and is subject to customary conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange (the “TSXV”).
The Offering will be completed (i) in each of the Provinces and Territories of Canada, except for Quebec, in reliance on the "listed issuer financing" exemption from the prospectus requirements available under Part 5A.2 of National Instrument 45-106 – Prospectus Exemptions, as modified by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, and pursuant to the public offering exemption available under BC Instrument 72-503 – Distribution of Securities outside British Columbia; (ii) in the United States pursuant a prospectus that forms a part of an effective registration statement filed with the Securities and Exchange Commission; and (iii) in such other jurisdictions other than Canada and the United Sates pursuant to relevant prospectus or registration exemptions in accordance with applicable laws, provided that no prospectus filing or comparable obligation, ongoing reporting or continuous disclosure requirement or requisite regulatory or governmental approval arises in such jurisdictions.
There is an amended and restated offering document related to the Offering (the “Offering Document”) that can be accessed under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.alaskasilver.com. Prospective investors should read this Offering Document before making an investment decision concerning the Units.
The Offering will be made in the U.S. only by means of a prospectus forming a part of the registration statement. A copy of the preliminary prospectus related to the Offering may be obtained from Cantor Fitzgerald & Co., 110 East 59th Street, New York, NY 10022, or via email at prospectus@cantor.com or telephone at 212-938-5000. In addition, a copy of the prospectus relating to the Offering may be obtained via the SEC's website at www.sec.gov.
The Company has also agreed to issue to the underwriters warrants to purchase up to a number of subordinate voting shares equal to 4.0% of the Units sold in the Offering (the “Underwriters’ Warrants”). Each Underwriters’ Warrant shall entitle the holder thereof to acquire one subordinate voting share of the Company at US$0.97 beginning on the date which is 180 days after the pricing of the Offering until the date which is 18 months after the pricing of the Offering.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offers, solicitations or sales would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About Alaska Silver
Alaska Silver is one of the pioneers of North America’s next major silver and critical minerals district at the Illinois Creek Project, a prolific 8-km mineral corridor hosting two stand-alone deposits with a new Warm Springs discovery zone in between (the “IC project”). The claims of the IC project cover a 100% owned land package of 73,535 acres (115 square miles or 29,758 hectares), located approximately 38 kilometers from the region’s marine highway, the Yukon River.
“Kit Marrs”
Kit Marrs
President & CEO
Phone: (520) 200-1667
kit@alaskasilver.com
Patrick
Donnelly
Executive Vice President
pat@alaskasilver.com
Or visit our website at: www.alaskasilver.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Information
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. “Forward-looking information” includes, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future. Generally, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connation thereof. This forward looking information relates to, among other things: the completion of the Offering; the intended use of proceeds from the Offering; and the receipt of all necessary approvals for the completion of the Offering, including the approval of the TSXV.
Such forward-looking information is based on numerous assumptions, including among others, that the Company will complete Offering in the timeframe and on the terms as anticipated by management, that the Company will be able to utilize the proceeds of the Offering in the manner intended, and that the Company will receive all necessary approvals for the completion of the Offering, including the approval of the TSXV. 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 risks relating to the failure to complete the Offering in the timeframe and on the terms as anticipated by management, market conditions, metal prices, and risks relating to the Company not receiving all necessary approvals for the completion of the Offering, including the approval of the TSXV. 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.