Form 8-K

8-K — Alaska Silver Corp.

Accession: 0001062993-26-002791

Filed: 2026-05-19

Period: 2026-05-19

CIK: 0001893899

SIC: 1040 (GOLD & SILVER ORES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (exhibit10-1.htm)

EX-10.2 — EXHIBIT 10.2 (exhibit10-2.htm)

EX-10.3 — EXHIBIT 10.3 (exhibit10-3.htm)

EX-10.4 — EXHIBIT 10.4 (exhibit10-4.htm)

EX-99.1 — EXHIBIT 99.1 (exhibit99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: form8k.htm · Sequence: 1

Alaska Silver Corp.: Form 8-K - Filed by newsfilecorp.com

false

2026-05-19

0001893899

Alaska Silver Corp.

0001893899

2026-05-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 19, 2026

ALASKA SILVER CORP.

(Exact name of registrant as specified in its charter)

British Columbia

333-290204

87-4818470

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

1500-1111 West Hastings St,

Vancouver, British Columbia, Canada

V6E 2J3

(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (520) 200-1667

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 18, 2026, the Board of Directors (the "Board") of Alaska Silver Corp. (the "Company") approved the execution of agreements, subject to receipt of all necessary regulatory approvals, including acceptance by the TSX Venture Exchange and the approval of disinterested shareholders of the Company at its next meeting of shareholders, with Christopher Marrs (CEO), Joan Marrs (VP Administration), Joe Piekenbrock (VP Exploration) and Piek Exploration LLC (a company controlled by Joe Piekenbrock) (together, the "Creditors") for the conversion of a portion of debt owing to them for the issuance of common shares of the Company (the "Debt Settlement Agreements").

The debt to be settled by the Debt Settlement Agreements represents deferred management fees owed to the Creditors, which accrued pursuant to employment and consulting agreements between the Company and the Creditors between 2023 and 2025 (in the case of Christopher Marrs and Joan Marrs) and from 2022 to present (in the case of Joe Piekenbrock). Pursuant to the Debt Settlement Agreements, Christopher Marrs, Joan Marrs, Joe Piekenbrock and Piek Exploration LLC will receive 745,479, 484,386, 188,967 and 90,878 shares of common shares of the Company, respectively (the "Settlement Shares"), in exchange for the settlement of C$611,292.68, C$397,196.54, C$154,953.12 and C$74,520.00 in fees, respectively. The Settlement Shares will be subject to a four-month hold period from the date of issuance in accordance with applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada

Copies of the Debt Settlement Agreements are attached as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto and the full text of such exhibits are incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On May 19, 2026, the Company issued a press release entitled "Alaska Silver Announces Plan for Deferred Management Fees Transaction." A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference into this Item 7.01.

Also on May 18, 2026, the Company granted an aggregate of 100,000 stock options to an officer of the Company pursuant to its Long-Term Incentive Plan. The grants were made in accordance with the Company's compensation policy. Each stock option is exercisable at C$0.82 per share for a term of five years.

The information set forth in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as shall be expressly set forth by specific reference in such a filing. This Current Report on Form 8-K (the "Report") will not be deemed an admission as to the materiality of any information in this Report that is required to be disclosed solely by Regulation FD.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press release entitled "Alaska Silver Announces Plan for Deferred Management Fees Transaction" dated May 19, 2026

10.1

Shares for Debt Settlement Agreement - Kit Marrs

10.2

Shares for Debt Settlement Agreement - Joan Marrs

10.3

Shares for Debt Settlement Agreement - Joe Piekenbrock

10.4

Shares for Debt Settlement Agreement - Piek Exploration LLC

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 19, 2026

ALASKA SILVER CORP.

By:

/s/ Darren Morgans

Darren Morgans

Chief Financial Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: exhibit10-1.htm · Sequence: 2

Alaska Silver Corp.: Exhibit 10.1 - Filed by newsfilecorp.com

SHARES FOR DEBT SETTLEMENT AGREEMENT

THIS AGREEMENT is dated for reference the 18th day of May, 2026.

BETWEEN:

ALASKA SILVER CORP., a company existing under the laws of the Province of British Columbia

(the "Company")

AND:

CHRISTOPHER MARRS

(the "Creditor")

WHEREAS:

A. The Company is indebted to the Creditor in the total amount of C$611,292.68 (the "Debt"); and

B. The Company wishes to settle the Debt by issuing to the Creditor common shares in the capital of the Company in order to preserve its cash and improve its financial position to fund future operations, and the Creditor is prepared to accept such shares in full and final satisfaction of the Debt.

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and the covenants and agreements herein contained, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged by the parties, the parties hereto agree as follows:

1. ACKNOWLEDGMENT OF DEBT

1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.

2. ISSUANCE OF SHARES

2.1 Subject to the prior acceptance of the TSX Venture Exchange (the "TSXV") and the receipt of disinterested approval of the shareholders of the Company (together, the "Required Approval"), the Company agrees to issue to the Creditor, and the Creditor agrees to accept, 745,479 common shares in the capital of the Company (each, a "Share") at a deemed price of C$0.82 per Share, which Shares will be issued as fully paid and non-assessable Shares, as full and final payment of the Debt.

2.2 The Creditor acknowledges that the Shares will be subject to a hold period under applicable policies of the TSX Venture Exchange (the "TSXV") and does hereby agree to abide by such hold period and any and all other trading restrictions and filing requirements with respect to the Shares as may be required by the TSXV or applicable Canadian securities laws, and the Shares will be endorsed with the following legends:

- 2 -

"THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [insert the date that is 4 months and one day after the distribution date]."

And if required by United States securities laws, the following legend:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE

UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT "GOOD DELIVERY" OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE."

2.3 Within ten (10) business days of receipt by the Company of the Required Approval, the Company will deliver at the direction of the Creditor one or more certificates/DRS advice statements representing the Shares.

2.4 The Creditor agrees that the Debt will be fully satisfied and extinguished upon the delivery of the Shares, and subject only to the delivery of the Shares the Creditor releases and forever discharges the Company, its subsidiaries and their respective directors, officers, and employees from and against any and all claims, actions, obligations, and damages whatsoever which the Creditor may have against any of them relating to the Debt. This release will be operative from and after the date of completion of the transaction contemplated by this Agreement and will be effective without the delivery of any further release or other documents by the Creditor to the Company.

3. REPRESENTATIONS OF CREDITOR

3.1 The Creditor represents, warrants and acknowledges to the Company that:

(a) this Agreement has been duly executed and delivered by the Creditor and constitutes a legal, valid and binding obligation of the Creditor, enforceable against the Creditor in accordance with its terms; and

- 3 -

(b) if the Creditor is not a resident of Canada, the Creditor is knowledgeable of, or has been independently advised as to, the applicable securities laws of its jurisdiction of residence that would apply to this issuance of Shares, if there are any, and is being issued the Shares pursuant to exemptions from any substantive or procedural requirements under the applicable securities laws of the Creditor's jurisdiction of residence or, if such is not applicable, the Creditor is permitted to be issued the Shares under the applicable securities laws of the Creditor's jurisdiction of residence without the need to comply with any substantive or procedural requirements of any kind whatsoever in the Creditor's jurisdiction of residence.

The Company's obligation to complete the transactions contemplated hereby is subject to the foregoing representations and warranties being true and correct at the date of this Agreement and at the time of closing. The Creditor will indemnify the Company from and against any and all claims, damages, losses and costs arising from such representations and warranties being incorrect or breached.

4. GENERAL PROVISIONS

4.1 The Creditor hereby acknowledge and consent to (i) the disclosure by the Company of "personal information" (defined herein as any information about the Creditor required to be disclosed to a securities regulatory authority, taxation authority or stock exchange (in this Section 4.1, each a "Regulatory Authority")), whether pursuant to a Regulatory Authority form or a request made by a Regulatory Authority concerning the Creditor; and (ii) the indirect collection, use and disclosure of personal information by the Regulatory Authority for the following purposes (or as otherwise identified by the Regulatory Authority, from time to time):

(a) to conduct enforcement proceedings or otherwise administer and enforce securities legislation; and

(b) to perform other investigations as required by, and to ensure compliance with, all applicable rules, policies, rulings and regulations of the Regulatory Authorities, securities legislation and other legal and regulatory requirements governing the conduct and protection of the public markets in Canada.

4.2 The provisions contained in this Agreement constitute the entire agreement between the parties hereto and supersede all previous understandings, communications, representations, and agreements, whether written or verbal, between the parties hereto regarding the subject matter of this Agreement.

4.3 Time will be of the essence of this Agreement.

4.4 The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.

4.5 This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia. Each party irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of British Columbia with respect to any legal proceedings arising herefrom.

- 4 -

4.6 All dollar amounts referred to in this Agreement are expressed in Canadian currency, unless otherwise indicated.

4.7 This Agreement will enure to the benefit of and be binding on each of the parties hereto and their respective successors and permitted assigns.

4.8 Each of the parties hereto acknowledges that DuMoulin Black LLP is counsel to the Company and is not acting for any other party hereto in respect of the matters contemplated by this Agreement. Each of the parties to this Agreement confirm that they have had the opportunity to seek and obtain independent legal advice prior to executing this Agreement and fully understand its terms.

4.9 This Agreement may be executed in counterparts, both of which will constitute one agreement. The Company will be entitled to rely on delivery of facsimile or scanned copies of signatures.

[signature page follows]

- 5 -

IN WITNESS WHEREOF the parties here have signed this Agreement as of the date written on the first page of this Agreement.

ALASKA SILVER CORP.

Per:

/s/ Darren Morgans

Authorized Signatory

/s/ Christopher Marrs

CHRISTOPHER MARRS

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: exhibit10-2.htm · Sequence: 3

Alaska Silver Corp.: Exhibit 10.2 - Filed by newsfilecorp.com

SHARES FOR DEBT SETTLEMENT AGREEMENT

THIS AGREEMENT is dated for reference the 18th day of May, 2026.

BETWEEN:

ALASKA SILVER CORP., a company existing under the laws of the Province of British Columbia

(the "Company")

AND:

JOAN MARRS

(the "Creditor")

WHEREAS:

A. The Company is indebted to the Creditor in the total amount of C$397,196.54 (the "Debt"); and

1. ACKNOWLEDGMENT OF DEBT

1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.

2. ISSUANCE OF SHARES

2.1 Subject to the prior acceptance of the TSX Venture Exchange (the "TSXV") and the receipt of disinterested approval of the shareholders of the Company (together, the "Required Approval"), the Company agrees to issue to the Creditor, and the Creditor agrees to accept, 484,386 common shares in the capital of the Company (each, a "Share") at a deemed price of C$0.82 per Share, which Shares will be issued as fully paid and non-assessable Shares, as full and final payment of the Debt.

- 2 -

"THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [insert the date that is 4 months and one day after the distribution date]."

And if required by United States securities laws, the following legend:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE

3. REPRESENTATIONS OF CREDITOR

3.1 The Creditor represents, warrants and acknowledges to the Company that:

- 3 -

4. GENERAL PROVISIONS

(a) to conduct enforcement proceedings or otherwise administer and enforce securities legislation; and

4.3 Time will be of the essence of this Agreement.

4.4 The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.

- 4 -

4.6 All dollar amounts referred to in this Agreement are expressed in Canadian currency, unless otherwise indicated.

4.7 This Agreement will enure to the benefit of and be binding on each of the parties hereto and their respective successors and permitted assigns.

4.9 This Agreement may be executed in counterparts, both of which will constitute one agreement. The Company will be entitled to rely on delivery of facsimile or scanned copies of signatures.

[signature page follows]

- 5 -

IN WITNESS WHEREOF the parties here have signed this Agreement as of the date written on the first page of this Agreement.

ALASKA SILVER CORP.

Per:

/s/ Darren Morgans

Authorized Signatory

/s/ Joan Marrs

JOAN MARRS

EX-10.3 — EXHIBIT 10.3

EX-10.3

Filename: exhibit10-3.htm · Sequence: 4

Alaska Silver Corp.: Exhibit 10.3 - Filed by newsfilecorp.com

SHARES FOR DEBT SETTLEMENT AGREEMENT

THIS AGREEMENT is dated for reference the 18th day of May, 2026.

BETWEEN:

ALASKA SILVER CORP., a company existing under the laws of the Province of British Columbia

(the "Company")

AND:

JOE PIEKENBROCK

(the "Creditor")

WHEREAS:

A. The Company is indebted to the Creditor in the total amount of C$154,953.12 (the "Debt"); and

1. ACKNOWLEDGMENT OF DEBT

1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.

2. ISSUANCE OF SHARES

2.1 Subject to the prior acceptance of the TSX Venture Exchange (the "TSXV") and the receipt of disinterested approval of the shareholders of the Company (together, the "Required Approval"), the Company agrees to issue to the Creditor, and the Creditor agrees to accept, 188,967 common shares in the capital of the Company (each, a "Share") at a deemed price of C$0.82 per Share, which Shares will be issued as fully paid and non-assessable Shares, as full and final payment of the Debt.

- 2 -

"THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [insert the date that is 4 months and one day after the distribution date]."

And if required by United States securities laws, the following legend:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT "GOOD DELIVERY" OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE."

3. REPRESENTATIONS OF CREDITOR

3.1 The Creditor represents, warrants and acknowledges to the Company that:

- 3 -

4. GENERAL PROVISIONS

(a) to conduct enforcement proceedings or otherwise administer and enforce securities legislation; and

4.3 Time will be of the essence of this Agreement.

4.4 The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.

- 4 -

4.6 All dollar amounts referred to in this Agreement are expressed in Canadian currency, unless otherwise indicated.

4.7 This Agreement will enure to the benefit of and be binding on each of the parties hereto and their respective successors and permitted assigns.

4.9 This Agreement may be executed in counterparts, both of which will constitute one agreement. The Company will be entitled to rely on delivery of facsimile or scanned copies of signatures.

[signature page follows]

- 5 -

IN WITNESS WHEREOF the parties here have signed this Agreement as of the date written on the first page of this Agreement.

ALASKA SILVER CORP.

Per:

/s/ Christopher "Kit" Marrs

Authorized Signatory

/s/ Joe Piekenbrock

JOE PIEKENBROCK

EX-10.4 — EXHIBIT 10.4

EX-10.4

Filename: exhibit10-4.htm · Sequence: 5

Alaska Silver Corp.: Exhibit 10.4 - Filed by newsfilecorp.com

SHARES FOR DEBT SETTLEMENT AGREEMENT

THIS AGREEMENT is dated for reference the 18th day of May, 2026.

BETWEEN:

ALASKA SILVER CORP., a company existing under the laws of the Province of British Columbia

(the "Company")

AND:

PIEK EXPLORATION LLC, a company existing under the laws of the State of Colorado (the "Creditor")

WHEREAS:

A. The Company is indebted to the Creditor in the total amount of C$74,520.00 (the "Debt"); and

1. ACKNOWLEDGMENT OF DEBT

1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.

2. ISSUANCE OF SHARES

2.1 Subject to the prior acceptance of the TSX Venture Exchange (the "TSXV") and the receipt of disinterested approval of the shareholders of the Company (together, the "Required Approval"), the Company agrees to issue to the Creditor, and the Creditor agrees to accept, 90,878 common shares in the capital of the Company (each, a "Share") at a deemed price of C$0.82 per Share, which Shares will be issued as fully paid and non-assessable Shares, as full and final payment of the Debt.

the Shares as may be required by the TSXV or applicable Canadian securities laws, and the Shares will be endorsed with the following legends:

- 2 -

"THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [insert the date that is 4 months and one day after the distribution date]."

And if required by United States securities laws, the following legend:

3. REPRESENTATIONS OF CREDITOR

3.1 The Creditor represents, warrants and acknowledges to the Company that:

- 3 -

4. GENERAL PROVISIONS

(a) to conduct enforcement proceedings or otherwise administer and enforce securities legislation; and

4.3 Time will be of the essence of this Agreement.

4.4 The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.

- 4 -

4.6 All dollar amounts referred to in this Agreement are expressed in Canadian currency, unless otherwise indicated.

4.7 This Agreement will enure to the benefit of and be binding on each of the parties hereto and their respective successors and permitted assigns.

4.9 This Agreement may be executed in counterparts, both of which will constitute one agreement. The Company will be entitled to rely on delivery of facsimile or scanned copies of signatures.

[signature page follows]

- 5 -

IN WITNESS WHEREOF the parties here have signed this Agreement as of the date written on the first page of this Agreement.

ALASKA SILVER CORP.

Per:

/s/ Christopher "Kit" Marrs

Authorized Signatory

PIEK EXPLORATION LLC

Per:

/s/ PIEK EXPLORATION LLC

Authorized Signatory

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: exhibit99-1.htm · Sequence: 6

Alaska Silver Corp.: Exhibit 99.1 - Filed by newsfilecorp.com

NEWS RELEASE

ALASKA SILVER ANNOUNCES PLAN FOR DEFERRED MANAGEMENT FEES TRANSACTION

TUCSON, ARIZONA, US - May 19, 2026 - Alaska Silver Corp. (the "Company," "Alaska Silver" (TSXV: "WAM") announces that it has entered into agreements to settle C$1,237,962 in outstanding management fee debt through the issuance of an aggregate of 1,509,710 common shares of the Company (the "Settlement Shares") at a price of $0.82 per Common Share (the "Debt Settlement").

This settlement transaction represents deferred management fees owed to the Company's President and CEO, Christopher (Kit) Marrs, its Vice President, Administration, Joan Marrs, and its Chief Exploration Officer, Joe Piekenbrock (collectively, the "Creditors"), which accrued pursuant to employment and consulting agreements between the Company and the Creditors between 2023 and 2025 (in the case of Christopher Marrs and Joan Marrs) and from 2022 to present (in the case of Joe Piekenbrock).

The Company's board of directors and management believe that completing the Debt Settlement by issuing shares is in the best interests of the Company as it will allow the Company to preserve its cash resources for ongoing and planned operations.

Kit Marrs stated, "We are very happy with this proposal to tighten up our Balance Sheet and remove this debt that has built up since 2022. Joan, Joe and I consciously deferred our compensation when times were tough because we wanted to prioritize cash for drilling and advancing our project, and ultimately increasing shareholder value."

Completion of the Debt Settlement remains subject to receipt of all necessary regulatory approvals, including acceptance by the TSX Venture Exchange (the "Exchange") and the approval of disinterested shareholders of the Company. The Company will be seeking disinterested shareholder approval of the Debt Settlement at its annual general and special meeting of shareholders to be held on June 19, 2026. For the purposes of the resolution to approve the Debt Settlement, all of the common shares beneficially owned by the Creditors, including their Associates and Affiliates (as those terms are defined under the policies of the Exchange), will not be entitled to vote on the resolution to approve the Debt Settlement.

The Settlement Shares will be subject to a four-month hold period from the date of issuance in accordance with applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

MI 61-101 Matters

The Debt Settlement is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(b) of MI 61-101, as the Company is not listed on a specified market within the meaning of MI 61-101. Additionally, the Debt Settlement is exempt from the minority approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 insofar as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Settlement Shares issuable to the Creditors exceeds 25% of the Company's market capitalization.

The foregoing securities being offered have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States, or to, or for the account or benefit of, U.S. persons or persons in the United States, absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

Grant of Stock Options

In addition, the Company announces that it has granted 100,000 stock options to an officer pursuant to its Long-Term Incentive Plan. The grants were made in accordance with the Company's compensation policy. Each stock option is exercisable at C$0.82 per share for a term of five years.

About Alaska Silver

Alaska Silver is a junior exploration company focused on the discovery and development of high-grade silver, gold and critical metals assets within one of North America's major high-grade silver and critical minerals districts at their Illinois Creek (IC) Project in western Alaska. Illinois Creek is a contiguous, 100%-owned land package totaling 80,895 acres (126.4 square miles or 32,337 hectares) anchored by two resource-level mineralization zones separated by 8 km of high potential exploration ground. At one end lies the high-grade silver mineralization at the Waterpump Creek zone, which hosts an Inferred Mineral Resource of 75 Moz AgEq at a grade of 279 g/t silver, 11.28 % zinc and 9.87% lead1,2, that remains open to the north and south, as well as by the Illinois Creek mine. At the western end is the historical past-producing Illinois Creek Mine that closed due to low metal prices leaving untouched Indicated Mineral Resources of 260,000 oz gold at 0.92 g/t Au and 8.3 Moz silver at 29.72 g/t Ag, along with Inferred Mineral Resources of 290,000 oz gold at 0.84 g/t Au and 10.4 Moz silver at 30.11 g/t Ag2,3. The IC Project is located approximately 38 kilometers from the Yukon River, the region's primary marine transportation corridor. Headquartered in Alaska and Arizona, Alaska Silver is led by a team with a proven track record of large-scale mine discoveries.

1For Waterpump Creek, the formulas for AgEq are AgEq (g/t)= Ag (g/t) + 28.56 x Pb(%) + 37.12 x Zn(%) and assume metal prices of US$24/oz Ag, US$1.30/lb Zn, and US$ 1.00/lb Pb.

2 Please refer to the NI 43-101 Technical Report titled "Illinois Creek Project, Western Alaska, USA" dated February 25, 2026 (effective date of January 22, 2026).

3 For Illinois Creek, AuEq values are based only on gold and silver values using metal prices of US$3,500/oz Au and US$45/oz Ag.

____________________________

Qualified Person

Patrick Donnelly P.Geo, Executive Vice President of Alaska Silver, a Qualified Person under National Instrument 43-101, has reviewed and approved the scientific and technical information in this news release.

"Kit Marrs"

Kit Marrs

President & CEO

Phone: (520) 200-1667

kit@alaskasilver.com

Patrick Donnelly

Executive Vice President

pat@alaskasilver.com

Or visit our website at: www.alaskasilver.com

Neither 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.

Forward Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. "Forward-looking information" includes, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future. Generally, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations 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" or the negative connation thereof. This forward looking information relates to, among other things, the terms of the Debt Settlement, the anticipated benefits of the Debt Settlement, the Company obtaining regulatory approvals, including acceptance by the Exchange, and the Company obtaining disinterested shareholder approval of the Debt Settlement.

Such forward-looking information is based on numerous assumptions, including among others, that the Debt Settlement will be completed and on the terms anticipated, the Debt Settlement will have the anticipated benefits to the Company, and the Company will obtain the necessary regulatory and shareholder approvals. Although the assumptions made by the Company in providing forward-looking information is considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate and actual results and future events could differ materially from those anticipated in such information.

Important factors that could cause actual results to differ materially from the Company's plans or expectations include the risk that the Debt Settlement will not be completed on the timing or terms anticipated, the risk that the Debt Settlement will not have the anticipated benefits, and the risk that the Company will not obtain the necessary regulatory or shareholder approvals. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. Any forward-looking information contained in this news release is expressly qualified in their entirety by this cautionary statement. We seek safe harbor.

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