Silver47 Exploration Corp. (TSXV: AGA) (OTCQB: AAGAF)(“Silver47”) and Summa Silver Corp. (“Summa”) (TSXV: SSVR) (OTCQX: SSVRF) (collectively, the “Corporations”) are happy to announce that they’ve entered into an arm’s size definitive association settlement dated Could 12, 2025 (the “Association Settlement”) for an at-market merger, pursuant to which Silver47 and Summa have agreed to mix their respective firms (the “Transaction”) by the use of a court-approved plan of association. The mixed firm (the “Mixed Firm”) is predicted to proceed underneath the identify “Silver47 Exploration Corp.”
Gary R Thompson, CEO of Silver47, acknowledged: “This merger with Summa matches completely with our need to scale up, offering higher entry to capital. We consider that this transaction is accretive to shareholders, and we look ahead to unlocking additional worth by rising our sources and advancing them towards improvement. This transaction will maintain a number of high-profile initiatives inside one of many world’s high mining jurisdictions.”
The Mixed Firm will develop into a premier high-grade silver centered explorer and developer with a portfolio of silver-rich mineral useful resource staged initiatives in the US (Alaska, Nevada and New Mexico). Collectively, the Corporations’ mineral sources equal roughly 10 Moz AgEq at 333 g/t AgEq of indicated mineral sources and 236 Moz AgEq at 334 g/t AgEq inferred mineral sources (see mineral useful resource desk beneath for full particulars) with substantial upside and a shared imaginative and prescient for vital further silver discovery and consolidation.
Galen McNamara, CEO of Summa, acknowledged: “This merger with Silver47 is a transformative step towards our shared imaginative and prescient of constructing a premier valuable metals firm shifting in the direction of 1 billion ounces of silver equal ounces within the floor anchored in America’s most prolific mining jurisdictions. By uniting Summa’s and Silver47’s high-grade initiatives, we anticipate to create a number one silver improvement firm with the size, experience, and ambition to unlock worth for our shareholders and lead the subsequent wave of improvement within the U.S. silver sector.”
Underneath the phrases of the Transaction, Summa shareholders will obtain 0.452 frequent shares of Silver47 (every complete share, a “Silver47 Share”) in alternate for every Summa frequent share (every a “Summa Share) held (the “Change Ratio”). Upon completion of the Transaction, present Silver47 shareholders and Summa shareholders will personal roughly 56% and 44% of the excellent Silver47 Shares, respectively (however previous to the completion of the Providing (as outlined beneath)). The Change Ratio implies consideration of C$0.30 per Summa Share based mostly on the 20-day quantity weighted common worth (“VWAP”) of the Silver47 Shares on the TSX Enterprise Change (the “TSXV”) on Could 12, 2025. The consideration represents a no-premium Transaction to Summa’s 20-day VWAP.
Strategic Rationale for Transaction
Creation of a Main Excessive-Grade US-Centered Silver Explorer and Developer: The mix of Silver47’s Pink Mountain venture in Alaska with Summa’s Hughes venture in Nevada and Mogollon venture in New Mexico establishes a premier portfolio of high-grade silver-focused property in the US enhancing the Mixed Firm’s scale, leverage to silver and enchantment to traders.Expanded Useful resource Base for Accelerated Progress: The Transaction consolidates vital mineral sources of roughly 10 Moz AgEq at 333 g/t AgEq of indicated mineral sources and 236 Moz AgEq at 334 g/t AgEq inferred mineral sources (see mineral useful resource desk beneath for full particulars) with vital development potential between the three United States-based initiatives positioning the mixed firm to speed up exploration and improvement in the direction of manufacturing.Important Re-Price Potential Primarily based on Valuation of Friends: The Mixed Firm is at present undervalued on an EV/oz metric of US$0.19/oz AgEq for his or her professional forma present whole MI&I useful resource endowment. The Mixed Firm has vital development potential by re-rating relative to friends, by systematic exploration, useful resource development, and strategic acquisitions.Enhanced Capital Markets Profile and Liquidity: By consolidating initiatives and growing market capitalization, the Mixed Firm may be anticipated to profit from improved visibility and entry to capital, interesting to institutional traders searching for publicity to excessive grade U.S.-based silver initiatives, supported by a good share construction with sturdy backing from traders like Mr. Eric Sprott and Crescat Capital LLC. The Mixed Firm may have a powerful mixed money place of C$10M, plus the online proceeds from the Providing, to attain near-term worth add catalysts.Continued Progress and Worth Creation: The Mixed Firm will pursue natural and acquisitive development to consolidate and create a high-quality silver portfolio within the U.S. The Mixed Firm will plan to (i) advance the present portfolio, creating sturdy silver improvement initiatives by increasing on sources and grade; and (ii) proceed to consolidate the silver market, buying high-quality silver initiatives in tier 1 jurisdictions at accretive valuations.Distinctive Technical & Capital Markets Staff, and Dedication to Shareholder Worth Creation: The board of administrators and administration group of the Mixed Firm will embody members with deep expertise within the capital markets in addition to confirmed mine discovering and mine improvement histories.
Advantages to Silver47 and Summa Shareholders
Shareholders of the Mixed Firm may have publicity to a diversified portfolio of high-grade United States silver initiatives, decreasing threat whereas positioning for upside in a rising silver market.The Mixed Firm’s enhanced scale will strengthen its means to draw strategic partnerships, unlocking capital for exploration and improvement to drive share worth appreciation.Shareholders of the Mixed Firm will profit from a unified administration group with complementary experience, optimizing venture execution at Pink Mountain, Hughes, and Mogollon for environment friendly useful resource development and improvement.The Transaction’s all-share construction aligns long-term shareholder pursuits, guaranteeing shared dedication to advancing initiatives and pursuing value-accretive alternatives.An anticipated enhance in market publicity from high-profile United States property ought to improve the Mixed Firm’s enchantment to world traders, supporting potential inclusion in silver-focused indices and ETFs.Shareholders of the Mixed Firm are anticipated to profit from diminished G&A, value financial savings, and prioritized work packages and asset catalysts to drive a possible re-rating for the Mixed Firm.
Mixed Silver Mineral Useful resource Abstract
ClassificationCompanyProjectTonnesAgAuZnPbCuAgEqAgAuZnPbCuAgEq(Mt)(g/t)(g/t)(%)(%)(%)(g/t)(Moz)(koz)(kt)(kt)(kt)(Moz)InferredSilver47Red Mountain15.6710.43.41.40.233636.021453221626168.6IndicatedSummaHughes1.01881.6—3335.849—10.3InferredSummaHughes (In Situ)2.42042.4—42115.9188—32.9InferredSummaHughes (Tailings)1.3440.3—681.811—2.7InferredSummaMogollon2.71392.7—36712.1238—32.1Total Indicated Mineral Resources1.01881.6—3335.849—10.3Total Inferred Mineral Resources22.0920.92.41.00.133465.865153221626236.3
Notes to Silver47 Mineral Sources:
The 2024 Pink Mountain mineral useful resource estimate (“MRE”) was estimated and labeled in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) “Estimation of Mineral Sources and Mineral Reserves Greatest Observe Pointers” dated November 29, 2019, and the CIM “Definition Requirements for Mineral Sources and Mineral Reserves” dated Could 10, 2014.Mr. Warren Black, M.Sc., P.Geo. of APEX Geoscience Ltd., a “certified particular person” (“QP”) as outlined by Nationwide Instrument 43-101 – Requirements of Disclosure for Mineral Initiatives (“NI 43-101”), is chargeable for finishing the MRE, efficient January 12, 2024.Mineral sources that aren’t mineral reserves don’t have any demonstrated financial viability. No mineral reserves have been calculated for Pink Mountain. There isn’t a assure that any a part of the mineral sources mentioned herein will probably be transformed to a mineral reserve sooner or later.The estimate of mineral sources could also be materially affected by environmental, allowing, authorized, title, market, or different related components.The amount and grade of reported inferred mineral sources is unsure, and there has not been enough work to outline the inferred mineral useful resource as an indicated or measured mineral useful resource. All figures are rounded to replicate the relative accuracy of the estimates. Totals might not sum because of rounding. Reported grades are undiluted.A normal density of two.94 g/cm³ is assumed for mineralized materials and waste rock. Overburden density is ready at 1.8 g/cm³. For mineralized materials blocks with iron assays shut sufficient to estimate an iron worth for the block, density is calculated utilizing the components: density (g/cm³) = 0.0553 * Fe (%) + 2.5426.Steel costs are US$2,750/tonne Zn, US$2,100/tonne Pb, US$8,880/tonne Cu, US$1,850/oz Au, and US$23/oz Ag.Recoveries are 90% Zn, 75% Pb, 70% Cu, 70% Ag, and 80% Au.ZnEQ (%) = [Zn (%) x 1] + [Pb (%) x 0.6364] + [Cu (%) x 2.4889] + [Ag (ppm) x 0.0209] + [Au (ppm) x 0.1923]AgEQ (ppm) = [Zn (%) x 47.81] + [Pb (%) x 30.43] + [Cu (%) x 119] + [Ag (ppm) x 1] + [Au (ppm) x 91.93]Open-pit useful resource financial assumptions are US$3/tonne for mining mineralized and waste materials, US$19/tonne for processing, and 48° pit slopes.Underground useful resource financial assumptions are US$50/tonne for mining mineralized and waste materials and US$19/tonne for processing.Open-pit sources comprise blocks constrained by the pit shell ensuing from the pseudoflow optimization utilizing the open-pit financial assumptions.Underground sources comprise blocks beneath the open-pit shell that type minable shapes. They have to be contained in domains of a minimal width of 1.5 m at Dry Creek or 3 m top at West Tundra Flats. Sources not assembly these measurement standards are included if, as soon as diluted to the required measurement, preserve a grade above the cutoff.
Notes to Summa Mineral Sources:
Silver Equal (AgEq) cut-off grade for the Hughes Mission in situ Mineral Sources is predicated on a silver worth of $25/oz, restoration of 90% Ag, and price assumptions together with: USD$88.2/t common mining value for about 70% longhole stoping and 30% lower and fill mining, USD$36.3/t processing value, USD$9.7/t G&A price, USD$0.20/oz Ag refining value for a complete mining, processing and G&A price of USD$134.2/tonne. A 3% royalty has additionally been utilized to the cut-off grade dedication.Silver Equal (AgEq) cut-off grade for the Hughes Mission tailings Mineral Sources is contained inside an optimized pit and based mostly on a silver worth of $25/oz, restoration of 90% Ag, and price assumptions together with: USD$2.25/t mining value, USD$21.0/t processing value, USD$9/t G&A price, USD$0.50/oz Ag refining value for a complete mining, processing and G&A price of USD$33.34/tonne. A 3% royalty has additionally been utilized to the cut-off grade dedication.Silver Equal (AgEq) cut-off grade for the Mogollon Mission Mineral Sources is predicated on a silver worth of $25/oz, restoration of 97% Ag, and price assumptions together with: USD$83/t mining value for longhole stoping, USD$36.3/t processing value, USD$9.7/t G&A price, USD$0.20/oz Ag refining value for a complete mining, processing and G&A price of USD$129/tonne A 3% royalty has additionally been utilized to the cut-off grade dedication.AgEq is predicated on silver and gold costs of $25/oz and $2100/oz respectively, and recoveries for silver and gold of 90% and 97%, respectively for the Hughes Mission, and 97% and 97%, respectively, for the Mogollon Mission. AgEq Issue= (Ag Value / Au Value) x (Ag Rec / Au Rec); g AgEq/t = g Ag/t + (g Au/t / AgEq Issue).Rounding as required by reporting tips might end in obvious discrepancies between tonnes, grade, and contained steel content material.Mineral sources should not mineral reserves and would not have demonstrated financial viability. There isn’t a certainty that each one or any a part of the mineral sources estimated will probably be transformed into mineral reserves. The amount and grade of reported Inferred mineral sources on this estimation are unsure in nature and there was inadequate exploration to outline these Inferred mineral sources as Indicated mineral sources. It’s unsure if additional exploration will end in upgrading them to the Indicated mineral sources class.The Mineral Sources have been estimated in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum (CIM), CIM Requirements on Mineral Sources and Reserves, Definitions (2014) and Greatest Practices Pointers (2019) ready by the CIM Standing Committee on Reserve Definitions and adopted by the CIM Council.There are not any recognized environmental, allowing, authorized, or different components which might materially have an effect on the MREs.
Pink Mountain Mission Overview
The Pink Mountain venture, positioned 100 km south of Fairbanks, Alaska is Silver47’s flagship silver-gold-zinc-copper-lead-antimony-gallium VMS-SEDEX venture. Strategically located within the Bonnifield mining district, Pink Mountain hosts an inferred mineral useful resource of 15.6 million tonnes at 7% ZnEq or 335.7 g/t AgEq, totaling 168.6 million silver equal ounces, as reported within the NI 43-101 Technical Report with an efficient date of January 12, 20241. Current exploration has recognized vital concentrations of vital minerals, together with antimony (as much as 0.623%) and gallium, enhancing the venture’s strategic worth amid rising demand for such parts. With high-grade intercepts, comparable to 22.3 meters at 601 g/t AgEq (150.6 g/t Ag, 0.82 g/t Au, 5.86% Zn, 2.60% Pb, 0.13% Cu) from a depth of 18.9 meters on the Dry Creek Deposit space, Pink Mountain affords substantial development potential by ongoing drilling and useful resource enlargement.
*Steel equivalents at Pink Mountain are calculated utilizing ratios with steel costs of US$2,750/tonne Zn, US$2,100/tonne Pb, US$8,880/tonne Cu, US$1,850/oz Au, and US$23/oz Ag. Steel recoveries are based mostly on metallurgical work returned of 90% Zn, 75% Pb, 70% Cu, 70% Ag, and 80% Au. Silver Equal (AgEq g/t) = [Zn (%) x 47.81] + [Pb (%) x 30.43] + [Cu (%) x 119] + [Ag (g/t) x 1] + [Au (g/t) x 91.93]. ZnEQ (%) = [Zn (%) x 1] + [Pb (%) x 0.6364] + [Cu (%) x 2.4889] + [Ag (ppm) x 0.0209] + [Au (ppm) x 0.1923]
Hughes Mission Overview
The Hughes venture, positioned in central Nevada’s prolific Tonopah mining district, is Summa’s first flagship silver-gold asset. Anchored by the high-grade past-producing Belmont Mine, one of many United States’ most prolific silver producers between 1903 and 19292, Hughes hosts indicated in-situ mineral sources of 0.98 million tonnes at 333 g/t AgEq totalling 10.3 million silver equal ounces, inferred in-situ mineral sources of two.44 million tonnes at 421 g/t AgEq totalling 32.9 million silver equal ounces and, inferred tailings mineral sources of 1.26 million tonnes at 68 g/t AgEq totalling 2.74 million silver equal ounces, all as reported in an NI 43-101 Technical Report dated March 3, 20253. Current drilling has confirmed distinctive high-grade mineralization, with intercepts comparable to 1,450 g/t silver equal (812 g/t Ag, 8.4 g/t Au) over 3.0 meters in gap SUM23-59 on the Ruby discovery, underscoring vital useful resource enlargement potential. Strategically positioned close to present infrastructure, Hughes leverages fashionable exploration strategies to unlock new targets throughout its underexplored land package deal throughout a 4 km extension of the historic Tonopah mining district.
*Silver Equal at Hughes is calculated utilizing US$20/oz Ag, US$1,800/oz Au, with metallurgical recoveries of Ag – 90% and Au – 95%. AgEq = (Ag grade x Ag restoration)+((Au grade x Au restoration) x (Au worth / Ag worth)).
Mogollon Mission Overview
The Mogollon venture, protecting southwestern New Mexico’s prolific Mogollon mining district, is Summa’s second flagship silver-gold asset. As the most important historic silver producer in New Mexico, with 13.1 million ounces of silver and 271,000 ounces of gold produced previous to World Warfare II4, Mogollon hosts an inferred mineral useful resource estimate of two.72 million indicated tonnes at 367 g/t AgEq totalling 32.1 million silver equal ounces as reported in a NI 43-101 Technical Report dated March 2, 20255. Current drilling has confirmed distinctive high-grade mineralization, with intercepts comparable to 448 g/t silver equal (129 g/t Ag, 3.88 g/t Au) over 31.0 meters in gap MOG22-05 on the Consolidated goal, underscoring vital useful resource enlargement potential. Spanning 7,730 acres and centered on the 7.5 km-long Queen Vein, Mogollon covers a vein area totalling roughly 77 km in cumulative strike size that is still largely unexplored representing a uncommon and distinctive American silver discovery alternative.
*Silver Equal at Mogollon is calculated utilizing US$20/oz Ag, US$1,800/oz Au, with metallurgical recoveries of Ag – 90% and Au – 95%. AgEq = (Ag grade x Ag restoration)+((Au grade x Au restoration) x (Au worth / Ag worth)).
Administration Staff and Board of Administrators
The Mixed Firm’s board of administrators will initially be comprised of two nominees of Silver47 and two nominees of Summa, together with Gary Thompson as Govt Chairman, Ryan Goodman, Galen McNamara, and Thomas O’Neill as administrators.
The Mixed Firm will probably be managed by Gary Thompson as Govt Chairman; Galen McNamara as Chief Govt Officer; Martin Bajic as Chief Monetary Officer; Giordano Belfiore as VP Investor Relations; Alex Wallis as VP Exploration; and Chris York as VP Operations.
Summa Particular Committee and Equity Opinion
Summa established a particular committee of its board of administrators (the “Summa Particular Committee”) to overview the Transaction. The Summa Particular Committee engaged Evans & Evans, Inc. (“Evans & Evans”) to offer a equity opinion with respect to the Transaction.
The equity opinion offered by Evans & Evans confirms that, as of the date of such opinion, and based mostly upon and topic to the assumptions, limitations and {qualifications} acknowledged in such opinion, the consideration to be obtained by Summa shareholders pursuant to the Transaction is truthful, from a monetary viewpoint, to Summa shareholders.
The Summa Particular Committee has unanimously really helpful that the board of administrators of Summa approve the Association Settlement and that the Summa shareholders vote in favour of the Transaction.
Board of Administrators’ Advice and Voting Help
The Association Settlement and the Transaction have been unanimously authorised by the boards of administrators of every of Silver47 and Summa, and the board of administrators of Summa has really helpful that Summa shareholders vote in favour of the Transaction.
Every of the administrators and senior officers of Summa have entered into voting assist agreements with Silver47 and have agreed to vote in favour of the Transaction on the particular assembly of shareholders of Summa to be held to think about the Transaction. Additional info concerning the Transaction will probably be contained in an info round that Summa will put together, file and mail in the end to its shareholders in reference to the Summa particular assembly.
Transaction Abstract
The Transaction will probably be effected by the use of a court-approved plan of association underneath the Enterprise Companies Act (British Columbia) and would require approval by 66⅔% of the votes forged by Summa shareholders. The particular assembly of Summa shareholders is predicted to be held in late June or early July 2025.
The Association Settlement contains customary representations and warranties for a transaction of this nature in addition to customary interim interval covenants concerning the operation of the Corporations’ respective companies. The Association Settlement additionally supplies for customary deal-protection measures. Along with shareholder and court docket approvals, closing of the Transaction is topic to relevant regulatory approvals, together with, however not restricted to, TSXV approval and the satisfaction of sure different closing situations customary in transactions of this nature. Topic to the satisfaction of those situations, Silver47 and Summa anticipate that the Transaction will probably be accomplished within the third quarter of 2025. Particulars concerning these and different phrases of the Transaction are set out within the Association Settlement, which will probably be accessible underneath the SEDAR+ profiles of Silver47 and Summa at www.sedarplus.ca.
Following completion of the Transaction, the Silver47 Shares will proceed buying and selling on the TSXV and the Summa Shares will probably be de-listed from the TSXV. Roughly 122.3 million Summa Shares are at present excellent on a non-diluted foundation and roughly 70.4 million Silver47 Shares are at present excellent on a non-diluted foundation. Upon completion of the Transaction (assuming no further issuances of Silver47 Shares or Summa Shares, and excluding issuances in reference to the Providing), there will probably be roughly 125.7 million Silver47 Shares excellent on a non-diluted foundation.
Pursuant to the Association, every Summa possibility (a “Summa Choice”), whether or not vested or unvested, shall be transferred to Silver47, with the holder thereof to obtain as consideration an choice to buy from Silver47 such variety of Silver47 Shares as is the same as the Change Ratio multiplied by the variety of Summa Shares topic to the Summa Choice, at an train worth per Silver47 Share equal to the relevant Summa Choice train worth divided by the Change Ratio, exercisable till the unique expiry date of such Summa Choice and in any other case ruled by the phrases of the Summa inventory possibility plan.
Pursuant to the Association, every Summa warrant to buy frequent shares (a “Summa Warrant”) will, upon the train of such rights, entitle the holder thereof to be issued and obtain for a similar mixture consideration, upon such train, in lieu of the variety of Summa Shares to which such holder was theretofore entitled upon train of such Summa Warrants, the type and mixture variety of Silver47 Shares that such holder would have been entitled to be issued and obtain if, instantly previous to the efficient time of the Association, such holder had been the registered holder of the variety of Summa Shares to which such holder was theretofore entitled upon train of such Summa Warrants. All different phrases governing the warrants, together with, however not restricted to, the expiry date, train worth and the situations to and the way of train, would be the identical because the phrases that have been in impact instantly previous to the Efficient Time, and shall be ruled by the phrases of the relevant warrant devices.
Not one of the securities to be issued pursuant to the Association Settlement have been or will probably be registered underneath the US Securities Act of 1933, as amended (the “U.S. Securities Act”), or any securities legal guidelines of any state of the US, and any securities issued pursuant to the Transaction are anticipated to be issued in reliance upon accessible exemptions from such registration necessities pursuant to Part 3(a)(10) of the U.S. Securities Act and related exemptions underneath relevant securities legal guidelines of any state of the US. This information launch doesn’t represent a suggestion to promote or the solicitation of a suggestion to purchase any securities.
Brokered Providing
Summa and Silver47 have entered into an engagement letter settlement with Analysis Capital Company (“RCC”), as co-lead agent and sole bookrunner, and along with Haywood Securities Inc., as co-lead agent, on behalf of a syndicate of brokers, together with Eventus Capital Corp. (collectively, the “Brokers”) in reference to a greatest efforts foundation, brokered personal placement providing of subscription receipts of Summa (the “Subscription Receipts”) at a worth of $0.25 per Subscription Receipt for gross proceeds of as much as $5,000,000 (the “Providing”).
As well as, Summa has granted the Brokers an possibility to supply as much as a further variety of Subscription Receipts for gross proceeds of as much as 15% of the gross proceeds of the Providing at any time as much as 48 hours previous to closing of the Providing.
Every Subscription Receipt will entitle the holder thereof, with out cost of any further consideration and with out additional motion on the a part of the holder, upon the satisfaction of the Escrow Launch Situations (as outlined herein) to obtain one unit of Summa (a “Unit”). Every Unit will consist of 1 frequent share of Summa (a “Summa Share”) and one-half of 1 frequent share buy warrant (every complete warrant, an “Summa Warrant”). Every Summa Warrant will entitle the holder to buy one frequent share of Summa (a “Warrant Share”) at an train worth of $0.36 per Warrant Share till the date that’s 24 months following the satisfaction or waiver of the Escrow Launch Situations (outlined herein).
The web proceeds of the Providing will probably be used to fund development of the Mixed Firm’s silver venture portfolio within the U.S., and for working capital and normal company functions.
The Providing is anticipated to shut on or in regards to the week of June 3, 2025, or such later date as Summa and the Brokers might agree upon (the “Closing Date”). The closing of the Providing is topic to sure situations together with, however not restricted to, the receipt of all vital regulatory and different approvals, together with the approval of the TSX Enterprise Change (the “Change”).
The gross proceeds of the Providing, much less the Brokers’ bills and 50% of the money fee will probably be deposited and held by a licensed Canadian belief firm or different escrow agent (the “Escrow Agent”) mutually acceptable to RCC (as outlined herein), Summa, and Silver47 in an curiosity bearing account (the “Escrowed Funds”) pursuant to the phrases of a subscription receipt settlement to be entered into on the Closing Date amongst Summa and RCC, and the Escrow Agent. The Escrowed Funds (much less 50% of the remaining money fee and any remaining prices and bills of the Brokers) will probably be launched from escrow to the Mixed Firm, as relevant, upon satisfaction of the next situations (collectively, the “Escrow Launch Situations”) no later than the ninetieth day following the Closing Date, or such different date as could also be mutually agreed to in writing between Summa, Silver47, and RCC (the “Escrow Launch Deadline”), together with:
the completion, satisfaction or waiver of all situations precedent to the Transaction in accordance with the Association Settlement, to the satisfaction of RCC;the receipt of all required shareholder and regulatory approvals, together with, with out limitation, the conditional approval of the Change for the Transaction;the securities of the Silver47 or the Mixed Firm issued in alternate for the securities of Summa not being topic to any statutory or different maintain interval in Canada;the representations and warranties of Summa and Silver47 contained within the company settlement to be entered into in reference to the Providing being true and correct in all materials respects, as if made on and as of the escrow launch date; andSumma, Silver47 and RCC having delivered a joint discover and course to the Escrow Agent, confirming that the situations set forth in (A) to (D) above have been met or waived.
If (i) the satisfaction of the Escrow Launch Situations doesn’t happen on or previous to the Escrow Launch Deadline, or such different date as could also be mutually agreed to in writing amongst Summa, Silver47, and RCC, or (ii) Summa has suggested RCC and/or the general public that it doesn’t intend to proceed with the Transaction (in every case, the earliest of such occasions being the “Termination Time”), then the entire issued and excellent Subscription Receipts shall be cancelled and the Escrowed Funds shall be used to pay holders of Subscription Receipts an quantity equal to the difficulty worth of the Subscription Receipts held by them (plus an quantity equal to a professional rata share of any curiosity or different revenue earned thereon). If the Escrowed Funds should not enough to fulfill the combination buy worth paid for the then issued and excellent Subscription Receipts (plus an quantity equal to a professional rata share of the curiosity earned thereon), it shall be Summa’s sole accountability and legal responsibility to contribute such quantities as are essential to fulfill any such shortfall.
Summa has agreed to pay to the Brokers a money fee equal to six% of the gross proceeds of the Providing. As well as, Summa has agreed to situation to the Brokers dealer warrants of Summa exercisable for a interval of 24 months, to amass in mixture that variety of Summa Shares which is the same as 6% of the variety of Subscription Receipts offered underneath the Providing at an train worth of $0.25 per Summa Share.
This information launch doesn’t represent a suggestion to promote or a solicitation of a suggestion to purchase nor shall there be any sale of any of the securities in any jurisdiction by which such supply, solicitation or sale can be illegal, together with any of the securities in the US of America. The securities haven’t been and won’t be registered underneath the US Securities Act of 1933, as amended (the “1933 Act”) or any state securities legal guidelines and is probably not provided or offered inside the US or to, or for account or advantage of, U.S. Individuals (as outlined in Regulation S underneath the 1933 Act) until registered underneath the 1933 Act and relevant state securities legal guidelines, or an exemption from such registration necessities is obtainable.
Advisors and Counsel
Haywood Securities Inc. is appearing as unique monetary advisor to Silver47. Fasken Martineau DuMoulin LLP is appearing as Canadian authorized advisor to Silver47.
Eventus Capital Corp. is appearing as unique monetary advisor to Summa. Evans & Evans has offered equity opinions to the board of administrators of Summa. Forooghian + Firm Legislation Company is appearing as Canadian authorized advisor to Summa.
Convention Name and Webcast
Silver47 and Summa will collectively host a convention name and webcast to debate the Transaction on Could 13, 2025, commencing at 1:30 p.m. PST / 4:30 p.m. EST.
Convention Name DetailsToll-free in U.S. and Canada: 1-844-763-8274International callers: 1-647-484-8814
Webcast DetailsParticipants might be a part of the webcast by registering on the hyperlink beneath:https://occasion.choruscall.com/mediaframe/webcast.html?webcastid=76aDbPLs
Technical Disclosure and Certified Individuals
The scientific and technical info contained on this information launch with respect to Silver47 has been reviewed and authorised by Alex S. Wallis, P.Geo., is Vice President of Exploration for Silver47, a QP as outlined in NI 43-101. The scientific and technical info contained on this information launch with respect to Summa has been reviewed and authorised by Galen McNamara, P. Geo., Chief Govt Officer of Summa, a QP as outlined by NI 43-101.
About Silver47
Silver47 Exploration Corp. is a Canadian-based exploration firm that wholly-owns three silver and significant metals (polymetallic) exploration initiatives in Canada and the US. These initiatives embody the Pink Mountain Mission in southcentral Alaska, a silver-gold-zinc-copper-lead-antimony-gallium VMS-SEDEX venture. The Pink Mountain Mission hosts an inferred mineral useful resource estimate of 15.6 million tonnes at 7% ZnEq or 335.7 g/t AgEq, totaling 168.6 million ounces of silver equal, as reported within the NI 43-101 Technical Report dated January 12, 2024. Silver47 additionally owns the Adams Plateau Mission in southern British Columbia, a silver-zinc-copper-gold-lead SEDEX-VMS venture, and the Michelle Mission within the Yukon Territory, a silver-lead-zinc-gallium-antimony MVT-SEDEX venture. For detailed info concerning the useful resource estimates, assumptions, and technical stories, please confer with the NI 43-101 Technical Report and different filings accessible on SEDAR at www.sedarplus.ca. The Silver47 Shares are traded on the TSXV underneath the ticker image AGA.
About Summa
Summa Silver Corp. is a junior mineral exploration firm. Summa owns a 100% curiosity within the Hughes Mission positioned in central Nevada and the Mogollon Mission positioned in southwestern New Mexico. The high-grade past-producing Belmont Mine, one of the crucial prolific silver producers in the US between 1903 and 1929, is positioned on the Hughes Mission. The Mogollon Mission is the most important historic silver producer in New Mexico. Each initiatives have remained inactive since business manufacturing ceased and neither have seen fashionable exploration previous to Summa’s involvement.
Silver47 Contact InformationGary R. ThompsonDirector and CEOgthompson@silver47.ca
Silver47 Investor Relations Contact:Meredith Eadesinfo@silver47.ca778-835-2547Twitter: @Silver47coLinkedIn: Silver47
Summa Silver Contact InformationGalen McNamaraChief Govt Officerinfo@summasilver.comwww.summasilver.com
Summa Silver Investor Relations Contact:Giordy BelfioreCorporate Growth and Investor Relations604-288-8004giordy@summasilver.comwww.summasilver.comFollow Summa Silver on X: @summasilverLinkedIn: https://www.summasilver.com
References
1. Raffle Ok.J., et al. (2024), Technical Report on the Pink Mountain VMS Property, Bonnifield Mining District, Alaska, USA. ( Manufacturing of the Tonopah Belmont Growth Firm, 1903-1932, Nevada Bureau of Mines Report No. 484001313.Bourque, S. and., Bickell, J.B. (2025), Technical Report and Mineral Useful resource Estimate for the Hughes Silver-Gold Property, Tonopah District, Nye County Nevada, USA. ( Blackhawk Mines company manufacturing data, 19425. Bourque, S. and., Bickell, J.B. (2025), NI 43-101 Technical Report on Mineral Sources on the Mogollon Silver-Gold Property, Catron County, New Mexico, USA. (https://summasilver.com/wp-content/uploads/2025/03/2025-NI43-101-Summa-Silver-Mogollon-Property_final.pdf)
Neither the TSX Enterprise Change nor its Regulation Providers Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Change) accepts accountability for the adequacy or accuracy of this launch.
Ahead-looking and different cautionary statements
Sure info set forth on this information launch accommodates “ahead‐wanting statements” and “ahead‐wanting info” inside the which means of relevant Canadian securities laws and relevant United States securities legal guidelines (referred to herein as ahead‐wanting statements). Aside from statements of historic reality, sure info contained herein constitutes ahead‐wanting statements which incorporates, however isn’t restricted to, statements with respect to: the potential advantages to be derived from the Transaction (together with these underneath the part “Advantages to Silver47 and Summa Shareholders”), the objectives, synergies, methods, alternatives, profile, mineral sources and potential manufacturing, venture timelines, potential shareholding and comparables to different transactions; the closing of the Transaction, together with receipt of all vital court docket, shareholder and regulatory approvals, and the timing thereof; the long run monetary or working efficiency of the Corporations and the Corporations’ mineral properties and venture portfolios; info in regards to the anticipated sale and distribution of Subscription Receipts pursuant to the Providing; Silver47’s meant use of the online proceeds from the sale of Subscription Receipts; the flexibility to fulfill the Escrow Launch Situations, the anticipated advantages and impacts of the Providing; the outcomes from work carried out to this point; the estimation of mineral sources and reserves; the conclusion of mineral useful resource and reserve estimates; the event, operational and financial outcomes of technical stories on mineral properties referenced herein; magnitude or high quality of mineral deposits; the anticipated development of the Corporations’ mineral properties and venture portfolios; exploration expenditures, prices and timing of the event of recent deposits; underground exploration potential; prices and timing of future exploration; the completion and timing of future improvement research; estimates of metallurgical restoration charges; exploration prospects of mineral properties; necessities for extra capital; the long run worth of metals; authorities regulation of mining operations; environmental dangers; the timing and potential final result of pending regulatory issues; the conclusion of the anticipated economics of mineral properties; future development potential of mineral properties; and future improvement plans.
Ahead-looking statements are sometimes recognized by way of phrases comparable to “might”, “will”, “might”, “would”, “anticipate”, “consider”, “anticipate”, “intend”, “potential”, “estimate”, “finances”, “scheduled”, “plans”, “deliberate”, “forecasts”, “objectives” and related expressions. Ahead-looking statements are based mostly on various components and assumptions made by administration and regarded cheap on the time such info is offered. Assumptions and components embody: the profitable completion of the Transaction (together with receipt of all regulatory approvals, shareholder and third-party consents), the Providing, the combination of the Corporations, and realization of advantages therefrom; the Corporations’ means to finish its deliberate exploration packages; the absence of adversarial situations at mineral properties; no unexpected operational delays; no materials delays in acquiring vital permits; the value of gold remaining at ranges that render mineral properties financial; the Corporations’ means to proceed elevating vital capital to finance operations; and the flexibility to understand on the mineral useful resource and reserve estimates. Ahead‐wanting statements essentially contain recognized and unknown dangers and uncertainties, which can trigger precise efficiency and monetary ends in future durations to vary materially from any projections of future efficiency or end result expressed or implied by such ahead‐wanting statements. These dangers and uncertainties embody, however should not restricted to: dangers associated to the Transaction, together with, however not restricted to, the flexibility to acquire vital approvals in respect of the Transaction and to consummate the Transaction; integration dangers; normal enterprise, financial and aggressive uncertainties; the precise outcomes of present and future exploration actions; conclusions of financial evaluations; assembly numerous anticipated value estimates; advantages of sure expertise utilization; modifications in venture parameters and/or financial assessments as plans proceed to be refined; future costs of metals; potential variations of mineral grade or restoration charges; the chance that precise prices might exceed estimated prices; geological, mining and exploration technical issues; failure of plant, tools or processes to function as anticipated; accidents, labour disputes and different dangers of the mining business; delays in acquiring governmental approvals or financing; the speculative nature of mineral exploration and improvement (together with the dangers of acquiring vital licenses, permits and approvals from authorities authorities); title to properties and administration’s means to anticipate and handle the foregoing components and dangers. Though the Corporations have tried to establish necessary components that would trigger precise actions, occasions or outcomes to vary materially from these described within the forward-looking statements, there could also be different components that trigger actions, occasions or outcomes to not be as anticipated, estimated or meant. Readers are suggested to review and take into account threat components disclosed in Silver47’s administration’s dialogue and evaluation for the three and 6 months ended January 31, 2025 and 2024, and Summa’s annual info type dated December 20, 2024 for the fiscal yr ended August 31, 2024.
There may be no assurance that ahead‐wanting statements will show to be correct, as precise outcomes and future occasions might differ materially from these anticipated in such statements. The Corporations undertake no obligation to replace ahead‐wanting statements if circumstances or administration’s estimates or opinions ought to change besides as required by relevant securities legal guidelines. The forward-looking statements contained herein are introduced for the needs of aiding traders in understanding the Corporations’ plans, targets and objectives, together with with respect to the Transaction, and is probably not applicable for different functions. Ahead-looking statements should not ensures of future efficiency and the reader is cautioned to not place undue reliance on ahead‐wanting statements. This information launch additionally accommodates or references sure market, business and peer group information, which is predicated upon info from impartial business publications, market analysis, analyst stories, surveys, steady disclosure filings and different publicly accessible sources. Though the Corporations believes these sources to be typically dependable, such info is topic to interpretation and can’t be verified with full certainty because of limits on the provision and reliability of uncooked information, the voluntary nature of the information gathering course of and different inherent limitations and uncertainties. The Corporations haven’t independently verified any of the information from third social gathering sources referred to on this information launch and accordingly, the accuracy and completeness of such information isn’t assured.
Click on right here to attach with Silver47 Exploration (TSXV:AGA, OTCQB:AAGAF) to obtain an Investor Presentation
Supply
