The Company is assessing a redeemable preferred share model that would provide investors with direct claims on silver at production cost, secured by mine resource, while funding development without common share dilution.
Coquitlam, British Columbia–(Newsfile Corp. – November 26, 2025) – Nord Precious Metals Mining Inc. (TSXV: NTH) (OTCQB: CCWOF) (FSE: QN3) (the “Company” or “Nord”) is evaluating the establishment of a non-dilutive financing framework based on redeemable preferred shares. This framework would allow Nord to fund silver production at its Castle Silver Mine project while providing investors with direct exposure to silver at production cost, secured by property-specific collateral. The transaction remains subject to the prior review and approval of the Exchange, and there is no guarantee that the proposed structure may be acceptable in its current terms.
The “Title to the Metal” Concept
The proposed structure would establish two classes of redeemable preferred shares: Class A for external investors and Class B for existing holders of Nord common shares. Each share would represent a fixed quantity of silver deliverable as refined market bar upon production. Unlike traditional equity financing, these preferred shares would secure pre-production silver under what is termed “Title to the Metal” holding, with both share classes extinguished upon delivery of physical silver to bullion accounts or payment in currency as dividends.
Under this framework, “Title to the Metal” delivers silver at production cost rather than spot market prices, potentially offering investors exposure to silver with significantly different economics than traditional streaming or royalty structures. The preferred shares would be secured by Nord Precious Metals’ resource, providing dedicated single-asset security.
Framework Structure and Precedent
The proposed Class A preferred shares would be available to general market investors at a price per share reflecting Nord’s estimated cost of silver production. Subject to meeting defined production milestones within a specified timeframe, holders would have the option to redeem their shares either for physical silver credit to designated metal accounts, or for cash redemption at the New York spot price for silver on the redemption date.
The Class B preferred shares would provide Nord’s existing holders of common shares the opportunity to participate in this structure through conversion rights during a defined window prior to redemption. The conversion ratio would be calculated using a formula: dividing the per-gram production cost by the volume-weighted average trading price of Nord common shares over a specified period.
Both preferred share classes would rank senior to common shares but would be extinguished upon redemption, either through physical silver delivery, cash payment, or dividend distribution, thereby avoiding permanent dilution to Nord’s common share structure.
Castle Silver Mine Resource as Dedicated Security
Nord intends to grant security over its 100%-owned Castle Silver Mine resource in Gowganda, Ontario, to secure the redemption obligations under both preferred share classes. The Castle property’s silver resource base makes it particularly suitable for this single-asset security model, as investors would have clear line-of-sight to the specific asset backing their preferred share position.
Production Allocation and Common Shareholder Protection
The Company emphasizes that any preferred share financing would secure only a defined portion of Castle’s silver production, with the majority of production and revenue remaining available for the benefit of holders of Nord common shares. The specific production allocation between preferred share obligations and general company operations would be established in the final structure documentation, ensuring common share holders retain meaningful exposure to Castle’s silver output and potential upside beyond the cost-of-production pricing secured by preferred share holders.
This limited-allocation approach differs from traditional streaming arrangements that often claim large percentages of lifetime production. Under the contemplated model, preferred share holders would have senior secured claims on a fixed quantity of silver, while all remaining production would flow to the Company’s benefit, funding ongoing operations and providing returns to common equity holders.
Production Targets and Evergreen Structure
The specific silver production threshold that would trigger the physical redemption option would be established based on Nord’s finalized mine plan and processing arrangements for Castle. This threshold-based redemption model aligns investor interests with management’s production execution, as the physical silver option becomes available only upon meeting defined operational milestones.
Nord is evaluating whether to include an “evergreen” provision allowing both the Company and preferred share holders to mutually extend the program for subsequent production cycles upon redemption of each series. This would provide a repeatable non-dilutive financing mechanism as Nord advances multiple silver properties, though any such evergreen structure would require additional regulatory approval.
Regulatory Path and Next Steps
In order to implement the proposed financing structure, Nord would be required to:
- Retain qualified securities counsel to prepare the necessary documentation, including articles amendment, information circular, and legal opinions
- Hold a special meeting of shareholders to approve the capital alteration authorizing both preferred share classes
- Obtain conditional and final TSX-V approval for the supplemental listing of Class A preferred shares, contingent on meeting distribution requirements and other regulatory conditions
- Complete technical studies supporting the production targets and cost estimates underlying the preferred share pricing
Nord anticipates providing further updates as it advances discussions with securities counsel and refines the technical parameters of the proposed structure. The Company emphasizes that implementation of this financing framework remains subject to board approval, shareholder approval, regulatory acceptance, and completion of definitive documentation.
Management Commentary
Frank J. Basa, President and CEO, commented: “The preferred share model provides a framework for non-dilutive mine financing that we believe can be adapted for silver production at Castle. This ‘Title to the Metal’ approach potentially allows us to advance production while offering investors direct participation in silver at cost, rather than spot pricing. As Nord’s production plans at Castle mature, we will be evaluating whether this structure provides advantageous financing compared to traditional alternatives.
“The key distinction of this model is that preferred shareholders secure actual metal production rather than simply providing capital. Upon redemption, they receive either physical silver credited to their accounts or cash equivalent, making this fundamentally different from conventional equity or debt. If extended through an evergreen structure across multiple production cycles, this could provide Nord with a repeatable source of development capital across our silver asset base.”
Qualified Person
The technical information in this news release was approved and prepared under the supervision of Mr. Frank J. Basa, P.Eng., (PEO), director of Nord Precious Metals, a qualified person in accordance with National Instrument 43-101.
About Nord Precious Metals Mining Inc.
Nord Precious Metals Mining Inc. operates the only permitted high-grade milling facility in the historic Cobalt Camp of Ontario, where the Company has established a unique position integrating high-grade silver discovery with strategic metals recovery operations. The Company’s flagship Castle property encompasses 63 sq. km of exploration ground and the past-producing Castle Mine, complemented by the Castle East discovery where drilling has delineated 7.56 million ounces of silver in Inferred resources grading an average of 8,582 g/t Ag (250.2 oz/ton) in 27,400 tonnes of material from two sections (1A and 1B) of the Castle East Robinson Zone, beginning at a vertical depth of approximately 400 meters. Note that mineral resources that are not mineral reserves and do not have demonstrated economic viability. Please refer to the Nord Precious Metals Press Release May 27, 2020, for the resource estimate.
Nord’s integrated processing strategy leverages the synergistic value of multiple metals. High-grade silver recovery supports the economics of extracting critical minerals including cobalt, nickel, and other battery metals, while the Company’s proprietary Re-2Ox hydrometallurgical process enables production of technical-grade cobalt sulphate and nickel-manganese-cobalt (NMC) formulations. This multi-metal approach, combined with established infrastructure including TTL Laboratories and underground mine access, positions Nord to capitalize on both precious metals markets and the growing demand for battery materials.
The Company maintains a strategic portfolio of battery metals properties in Northern Quebec through its 35% ownership in Coniagas Battery Metals Inc. (TSXV: COS) as well as the St. Denis-Sangster lithium project comprising 260 square kilometers of prospective ground near Cochrane, Ontario.
Neither the 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.
Caution Regarding Forward-Looking Statements
This news release may contain forward-looking statements which include, but are not limited to, comments that involve future events and conditions, which are subject to various risks and uncertainties. Except for statements of historical facts, comments that address resource potential, upcoming work programs, geological interpretations, receipt and security of mineral property titles, availability of funds, and others are forward-looking. Forward-looking statements are not guarantees of future performance and actual results may vary materially from those statements. General business conditions are factors that could cause actual results to vary materially from forward-looking statements. The Company does not undertake to update any forward-looking information in this news release or other communications unless required by law.
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