Toronto, Ontario--(Newsfile Corp. - December 16, 2025) - ATERRA Metals Inc. (CSE: ATC) (OTCQB: CSSCF) (formerly Cascada Silver Corp.) ("ATERRA" or the "Company") is pleased to announce that it intends to undertake a non-brokered private placement financing from the sale of up to 154,520,550 units ("Units") at a price of $0.02 per Unit, to raise aggregate gross proceeds of up to $3,090,411 (the "Offering"). The Company has appointed Research Capital Corporation as the exclusive finder for the Offering.
The Offering will consist of:
- up to 104,520,550 Units for gross proceeds of up to $2,090,411 to be issued on a prospectus-exempt basis pursuant to the "listed issuer financing exemption" ("LIFE") under applicable Canadian securities laws (the "LIFE Offering"); and
- up to 50,000,000 Units for gross proceeds of up to $1,000,000, to be issued on a prospectus-exempt basis other than under LIFE (the "Private Placement Offering", and together with the LIFE Offering, the "Offerings").
Each Unit shall be comprised of one (1) common share of the Company (each, a "Share") and one (1) warrant (each, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Share from the Company at a price of $0.05 per Share for a period of thirty-six (36) months from the date of issuance. The Warrants will not be exercisable for a period of sixty (60) days following closing of the Offerings.
The Company intends to use the net proceeds from the Offerings to fund option payments and exploration activities at the Frontera, Taruca and Clinton properties. In addition, a portion of the funds raised will be used for working capital requirements and other general corporate purposes.
Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the LIFE Offering is being made to purchasers resident in Canada, except Quebec, pursuant to LIFE under Part 5A of NI 45-106. The Units to be issued and sold under the LIFE Offering will not otherwise be subject to resale restrictions pursuant to applicable Canadian securities laws. The Units issued under the Private Placement Offering will be offered to accredited investors pursuant to applicable prospectus exemptions in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") and the Shares and Warrants underlying the Units will be subject to a statutory hold period of four months and one day from their date of issuance.
The offering document relating to the LIFE Offering can be accessed under the Company's SEDAR+ profile at www.sedarplus.ca and on the Company's website at www.cascadasilver.com. Prospective investors should read this offering document before making an investment decision.
Certain insiders of the Company have indicated they intend to subscribe for up to 7,500,000 Units under the Private Placement Offering. Each subscription by an insider is considered a "related party transaction" of the Company within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Subscriptions by insiders the Private Placement Offering are exempt from the formal valuation requirement of MI 61-101 in reliance on Section 5.5(a) of MI 61-101 and the minority shareholder approval requirement of MI 61-101 in reliance on Section 5.7(1)(a) as the fair market value of the Private Placement Offering, insofar as it involves subscriptions from such insiders, is not more than 25% of the Company's market capitalization.
The Offerings are expected to close on or about the week of January 12, 2026 and are subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Canadian Securities Exchange ("CSE") and the applicable securities regulatory authorities. In addition, pursuant to the policies of the CSE, completion of the Private Placement Offering is subject to receipt of shareholder approval. The Company is seeking such approval by way of written resolution, to be executed by shareholders holding a majority of the outstanding Shares.
The Company may pay a finder's fee in respect of those purchasers under the Offerings introduced to it by certain persons (each a "Finder"). Each Finder may receive a fee of up to seven percent (7%) of the gross proceeds received by the Company from purchasers under the Offerings who were introduced to the Company by such Finder, payable in cash or Shares, in each case, in accordance with the policies of the CSE.
This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.
About ATERRA Metals Inc.
ATERRA Metals Inc. is a mineral exploration company focused on exploration opportunities in Chile. The Company's team of successful exploration professionals are dedicated to the discovery of mineral deposits that can be progressed into economically viable development projects creating value for all stakeholders.
On behalf of ATERRA Metals Inc.
Carl Hansen, CEO
Phone: 416-953-0258
For additional information, please contact us at: ir@cascadasilver.com
Cautionary Note Regarding Forward-Looking Statements
This news release may contain forward-looking statements, including statements with respect to the terms of the Offerings, the receipt of regulatory approvals for the Offerings, receipt of shareholder approval of the Private Placement Offering, closing of the Offerings, the exercisability of the Warrants, and the anticipated use of proceeds of the Offerings. These statements reflect management's current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "planning", "expects" or "does not expect", "continues", "scheduled", "estimates", "forecasts", "intends", "potential", "anticipates", "does not anticipate", or describes a "goal", or variation 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.
Forward-looking statements involve known and unknown risks, future events, conditions, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, prediction, projection, forecast, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others: the successful acquisition of exploration projects as discussed in this press release; changes in economic parameters and assumptions; all aspects related to the timing of exploration activities and receipt of exploration results; the interpretation and actual results of current exploration activities; changes in project or exploration parameters as plans continue to be refined; the results of regulatory and permitting processes; future metals price; possible variations in grade or recovery rates; failure of equipment or processes to operate as anticipated; labour disputes and other risks of the mining industry; the results of economic and technical studies; delays in obtaining governmental approvals or financing or in the completion of exploration; as well as those factors disclosed in the Company's publicly filed documents.
Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Cascada undertakes no obligation to update forward-looking statements except as required by applicable securities laws. Accordingly, readers should not place undue reliance on forward-looking statements.
Neither the Canadian Securities Exchange nor its regulation services provider has reviewed or accepts responsibility for the adequacy or accuracy of the content of this news release.
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Source: ATERRA Metals Inc.