Defiance Silver Corp. Announces Upsize of the Brokered LIFE Offering and Non-Brokered Private Placement for Aggregate Gross Proceeds of up to C$14.5 Million

Vancouver, British Columbia--(Newsfile Corp. - June 5, 2025) - Defiance Silver Corp. (TSXV: DEF) (FSE: D4E) (WKN: A1JQW5) (the "Company", or "Defiance") is pleased to announce that, as a result of strong investor demand, the Company has increased the size of its previously announced "best efforts" private placement (the "Marketed Offering") from aggregate gross proceeds of up to C$8,000,000 to aggregate gross proceeds of up to C$13,000,000. The upsized Marketed Offering is comprised of the sale of up to 52,000,000 units of the Company (each, a "Unit") at a price of C$0.25 per Unit (the "Offering Price").

Each Unit will consist of one common share of the Company (each, a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share (a "Warrant Share") at a price of C$0.35 at any time on or before that date which is 24 months following the Closing Date (as herein defined).

Red Cloud Securities Inc. (the "Agent") is acting as sole agent and bookrunner in connection with the Brokered Offering (as defined herein). The Company has granted the Agent an option, exercisable in full or in part up to 48 hours prior to the closing of the Marketed Offering, to sell up to an additional 8,000,000 Units at the Offering Price for additional gross proceeds of up to C$2,000,000 (the "Agent's Option"). The Marketed Offering and the securities issuable upon exercise of the Agent's Option shall be collectively referred to as the "Brokered Offering."

Concurrent with the Brokered Offering, the Company plans to complete a non-brokered private placement (the "Non-Brokered Offering", and collectively with the Brokered Offering, the "Offerings") of up to 6,000,000 units of the Company (the "NB Units", and collectively with the Units, the "Offered Securities") at a price of C$0.25 per NB Unit for additional gross proceeds of up to C$1,500,000. The NB Units will be issued on substantially the same terms as the Units. The NB Units will be offered by way of the "accredited investor" and "minimum amount investment" exemptions under National Instrument 45-106 - Prospectus Exemptions ("NI 45-106").

The Company intends to use the net proceeds of the Brokered Offering for further exploration work on the Company's projects, to complete a mineral resource estimate at its San Acacio project, to make periodic cash option payments on its Tepal project, and to provide general working capital to support operations, as is more fully described in the Amended Offering Document (as defined herein). The net proceeds of the Non-Brokered Offering will be used to provide general working capital.

Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the Units will be offered for sale pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Listed Issuer Financing Exemption"). The Common Shares and the Warrant Shares underlying the Units are expected to be immediately freely tradeable in accordance with applicable Canadian securities legislation if sold to purchasers resident in Canada.

There is an amended offering document (the "Amended Offering Document") related to the Brokered Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at: www.defiancesilver.com. Prospective investors should read this Amended Offering Document before making an investment decision.

The Offered Securities may also be sold in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and in those other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. All securities not issued pursuant to the Listed Issuer Financing Exemption will be subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day following the issue date of the Offered Security.

The Brokered Offering is scheduled to close on June 17, 2025 or such other date as the Company and the Agent may agree (the "Closing Date"). Completion of the Offerings are subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange (the "TSXV").

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the U.S. Securities Act or under any securities laws of any State of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, a "U.S. person" (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and all applicable state securities laws.

About Defiance Silver Corp.

Defiance Silver Corp. is an exploration company advancing the district-scale Zacatecas project, located in the historic Zacatecas Silver District and the Tepal Gold/Copper Project in Michoacán state, Mexico. Defiance is managed by a team of proven mine developers with a track record of exploring, advancing, and developing several operating mines and advanced resource projects. Defiance's corporate mandate is to expand the San Acacio and Tepal Projects to become premier Mexican silver and gold deposits.

Disclaimer

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

This news release contains statements that constitute "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and United States securities laws (collectively, "forward-looking information"). In particular, this press release contains forward-looking information relating to, among other things, the Offerings, the anticipated closing date of the Brokered Offering, the intended use of proceeds of the Offerings, approval of the TSXV and the filing of the Amended Offering Document. Such forward-looking information involves known and unknown risks, uncertainties and other factors that may cause Defiance's actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking information. Forward-looking information consists of statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur.

Although Defiance believes the forward-looking information contained in this news release is reasonable based on information available on the date hereof, by its nature, forward-looking information involves assumptions, 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 information.

The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the Company may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/254657