Oversubscribed Private Placement Closed and Shares for Debt Settlement Completed

Executive Summary

• Millennium Silver Corp. closed a non‑brokered private placement raising $2,888,905 through the issuance of 192,593,667 units at $0.015 per unit.
• The proceeds will fund exploration activities on its Silver Peak project, as well as accounts payable and working capital.
• The company also settled $337,622 of outstanding debt by issuing 22,508,132 common shares at a deemed price of $0.015 per share.

Key Details

• Private Placement Structure: 192,593,667 units; each unit = 1 common share + 1 non‑transferable warrant.
• Pricing: $0.015 per unit (gross proceeds $2,888,905).
• Warrant Terms: Exercise price $0.05 per share for the first 3 years, then $0.10 thereafter; exercisable for five years.
• Units Issued to Date: 132,227,000 units issued for $1,983,405; $905,500 held in trust pending background checks on a foreign subscriber. Remaining 60,366,667 units to be issued after final Exchange acceptance.
• Finder’s Fees: $118,155 cash plus 7,877,020 non‑transferable finder warrants paid to arm’s‑length finders. Finder warrants carry the same exercise terms as placement warrants.
• Use of Proceeds: Exploration per 2019 NI 43‑101 Technical Report, accounts payable, and working capital.
• Statutory Hold Period: All securities from the private placement subject to a four‑month plus one day hold period from issuance date.
• Related Party Transaction: Director purchased 1,000,000 units; transaction qualifies for exemption under MI 61‑101.
• Debt Settlement: Issued 22,508,132 common shares at $0.015 per share to extinguish $337,622 of debt (breakdown: $25k to former CEO’s family trust, $57.5k to a director, $132.875k to directors/former officers, $122.247k to CFO‑partner firm).
• Hold Period on Debt Settlement Shares: Four months, expiring 2026-06-25.

Notable Quotes

“The successful completion of this private placement provides us with the capital needed to advance our exploration program at Silver Peak and strengthens our balance sheet.” – Robert Drago, President & CEO.