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VANCOUVER, BC / ACCESSWIRE / October 26, 2023 / Tier One Silver Inc. (TSXV:TSLV) ("Tier One" or the "Company") is pleased to announce that it is undertaking a non-brokered private placement of up to 15 million units of the Company (each, a "Unit") at an offering price of C$0.10 per Unit for gross proceeds to the Company of up to C$1,500,000 (the "Offering"). Each Unit shall consist of one common share of the Company (a "Share") and one full common share purchase warrant of the Company (each, a "Warrant"). Each Warrant shall entitle the holder thereof to purchase one common share of the Company at a price of C$0.25 at any time on or before the date which is 24 months after the closing date of the initial tranche of the Offering (the "Closing Date"). The Warrants are subject to accelerated expiry to the date that is 30 days following the date of a news release issued by the Company announcing the accelerated expiry date in the event that the closing price of the common shares of the Company is greater than C$0.50 for 10 consecutive trading days on the TSX Venture Exchange (the "TSXV") any time after the first 12 months from the Closing Date.

The proposed use of proceeds from the Offering is to fund general working capital.

In accordance with applicable securities laws, the Shares and Warrants issued under the Offering will be subject to a statutory four-month and one day hold period from the date of issuance in Canada. While the Offering is non-brokered, the Company may pay a cash finder's fee equal to 6.0% of the gross proceeds and issue finder's warrants ("Finder's Warrants") equal to 6.0% of the number of Units sold under the Offering to eligible persons who refer investors to the Company, where permitted by applicable law and in accordance with the policies of the TSXV. Each Finder's Warrant will entitle the holder thereof to purchase one common share of the Company at the exercise price of C$0.25 for a period of 24 months from the Closing Date.

The initial closing of the Offering is anticipated to occur on or about November 10, 2023, subject to the receipt of investor documentation, funds, corporate and TSXV approval. There is no minimum upon which the closing of the Offering is conditional, and any upsize will be announced in the context of the market.

Insiders of the Company may participate in the Offering. The issuance of Units to insiders is considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Shareholders in related Party Transactions ("MI 61-101"). The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation as neither the fair market value of any securities issued to nor the consideration paid by such person could exceed 25% of the Company's market capitalization.