Silver47 and Summa Silver Announce Closing of $6.9 Million Brokered Financing, Including Full Exercise of the Over-Allotment Option
Silver47 and Summa Silver Announce Closing
of $6.9 Million Brokered Financing, Including
Full Exercise of the Over-Allotment Option
Vancouver, British Columbia--(Newsfile Corp. - June 17, 2025) - Silver47 Exploration Corp.
(TSXV:
AGA) (OTCQB: AAGAF)
("
Silver47
") and Summa Silver Corp.
(TSXV: SSVR) (OTCQX: SSVRF)
("
Summa
") (together, the "
Companies
") are pleased to announce the closing of the previously
announced brokered offering ("
Offering
") of subscription receipts of Summa (the "
Subscription
Receipts
") at a price of $0.25 per Subscription Receipt for aggregate gross proceeds of $6,900,000,
including the full exercise of the over-allotment option.
The Offering was led by Research Capital Corporation ("
RCC
"), as co-lead agent and sole bookrunner,
and together with Haywood Securities Inc., as co-lead agent, on behalf of a syndicate of agents,
including Eventus Capital Corp. (collectively, the "
Agents
").
The Offering is being conducted in connection with Silver47 and Summa entering into an arm's length
definitive arrangement agreement dated May 12, 2025 (the "
Arrangement Agreement
") for an at-
market merger, pursuant to which Silver47 and Summa have agreed to combine their respective
companies (the "
Transaction
") by way of a court-approved plan of arrangement. The combined
company (the "
Combined Company
") is expected to continue under the name "Silver47 Exploration
Corp."
Under the terms of the Transaction, Summa shareholders will receive 0.452 common shares of Silver47
(each whole share, a "
Silver47 Share
") in exchange for each Summa common share (each a "
Summa
Share"
) held (the "
Exchange Ratio
").
Each Subscription Receipt will entitle the holder, without payment of any additional consideration and
without further action on the part of the holder, upon the satisfaction of the Escrow Release Conditions
(as defined herein) to receive one unit of Summa (a "
Unit
"). Each Unit will consist of one common share
of Summa (a "
Summa Share
") and one-half of one common share purchase warrant (each whole
warrant, a "
Summa Warrant
"). Following the completion of the Transaction, each Summa Warrant will
entitle the holder to purchase one common share of Silver47 Share (a "
Warrant Share
") at a post-
Exchange Ratio adjustment exercise price of $0.7964 per Warrant Share until the date that is 24 months
following the satisfaction or waiver of the Escrow Release Conditions (defined herein).
The net proceeds of the Offering will be used to fund advancement of the Combined Company's silver
project portfolio in the United States, and for working capital and general corporate purposes.
The gross proceeds of the Offering, less the Agents' expenses, 50% of the cash commission and 50%
of an advisory fee payable by Summa to RCC will be deposited and held by Odyssey Trust Company
(the "
Escrow Agent
") in an interest bearing account (the "
Escrowed Funds
") pursuant to the terms of
a subscription receipt agreement entered into on the date hereof among Summa and RCC, and the
Escrow Agent. The Escrowed Funds (less 50% of the remaining cash commission, 50% of the
remaining advisory fee and any remaining costs and expenses of the Agents) will be released from
escrow to the Combined Company, as applicable, upon satisfaction of the following conditions
(collectively, the "
Escrow Release Conditions
") by September 15, 2025 or such other date as may be
mutually agreed to in writing between Summa, Silver47, and RCC (the "
Escrow Release Deadline
"),
including:
(A)
the completion, satisfaction or waiver of all conditions precedent to the Transaction in accordance
with the Arrangement Agreement, to the satisfaction of RCC;
(B)
the receipt of all required shareholder and regulatory approvals, including, without limitation, the
conditional approval of the Exchange for the Transaction;
(C)
the securities of the Silver47 or the Combined Company issued in exchange for the securities of
Summa not being subject to any statutory or other hold period in Canada;
(D)
the representations and warranties of Summa and Silver47 contained in the agency agreement to
be entered into in connection with the Offering being true and accurate in all material respects, as if
made on and as of the escrow release date; and
(E)
Summa, Silver47 and RCC having delivered a joint notice and direction to the Escrow Agent,
confirming that the conditions set forth in (A) to (D) above have been met or waived.
If (i) the satisfaction of the Escrow Release Conditions does not occur on or prior by September 15,
2025, or such other date as may be mutually agreed to in writing between Summa, Silver47,
and RCC or
(ii) Summa has advised RCC and/or the public that it does not intend to proceed with the Transaction (in
each case, the earliest of such times being the "
Termination Time
"), then all of the issued and
outstanding Subscription Receipts shall be cancelled and the Escrowed Funds shall be used to pay
holders of Subscription Receipts an amount equal to the issue price of the Subscription Receipts held by
them (plus an amount equal to a pro rata share of any interest or other income earned thereon). If the
Escrowed Funds are not sufficient to satisfy the aggregate purchase price paid for the then issued and
outstanding Subscription Receipts (plus an amount equal to a pro rata share of the interest earned
thereon), it shall be Summa's sole responsibility and liability to contribute such amounts as are
necessary to satisfy any such shortfall.
In connection with the Offering, Summa paid to the Agents a cash commission of 369,150 and issued to
the Agents 1,476,000 broker warrants (the "
Broker Warrants
"). In addition, the Agents received an
advisory fee of $37,000 plus tax and 148,000 advisory broker warrants on the same terms as the Broker
Warrants. Each Broker Warrant entitles the holder to acquire following closing of the Transaction one
Silver47 Share at a post-Exchange ratio adjustment exercise price of $0.5531 per Silver47 Share for a
period of 24 months following the waiver of the Escrow Release Conditions.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be
any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful, including any of the securities in the United States of America. The securities have not been
and will not be registered under the United States Securities Act of 1933, as amended (the "
1933 Act
")
or any state securities laws and may not be offered or sold within the United States or to, or for account
or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the
1933 Act and applicable state securities laws, or an exemption from such registration requirements is
available.
The Subscription Receipts and the Summa Shares, Summa Warrants and Warrant Shares underlying
the Subscription Receipts, will be subject to a statutory four-month hold period in accordance with
Canadian securities legislation, or until such securities are exchanged or adjusted pursuant to the
Transaction.
Certain insiders of Summa acquired Subscription Receipts pursuant to the Offering and as such the
Offering is considered a related party transaction with the meaning of TSX Venture Policy 5.9 and
Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
("
MI 61-
101
"). Neither Summa, nor to the knowledge of Summa after reasonable inquiry, a related party, has
knowledge of any material information concerning Summa or its securities that has not been generally
disclosed. Summa has relied on exemptions from the formal valuation and minority approval
requirements of sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation,
based on a determination that the fair market value of the participation in the Offering by insiders will not
exceed 25% of the market capitalization of the Summa, as determined in accordance with MI 61-101.
Summa did not file a material change report more than 21 days before the expected closing of the
Offering because the details of the participation therein by related parties of Summa were not settled
until shortly prior to closing of the Offering and the parties wished to close on an expedited basis for
business reasons.
Technical Disclosure and Qualified Persons
The scientific and technical information contained in this news release with respect to Silver47 has been
reviewed and approved by Alex S. Wallis, P.Geo., is Vice President of Exploration for Silver47, a
"qualified person" as defined in National Instrument 43-101 -
Standards of Disclosure for Mineral
Projects
("
NI 43-101
"). The scientific and technical information contained in this news release with
respect to Summa has been reviewed and approved by Galen McNamara, P. Geo., Chief Executive
Officer of Summa, a "qualified person" as defined by NI 43-101.
About Silver47
Silver47 Exploration Corp. is a Canadian-based exploration company that wholly-owns three silver and
critical metals (polymetallic) exploration projects in Canada and the US. These projects include the Red
Mountain Project in southcentral Alaska, a silver-gold-zinc-copper-lead-antimony-gallium VMS-SEDEX
project. The Red Mountain Project hosts an inferred mineral resource estimate of 15.6 million tonnes at
7% ZnEq or 335.7 g/t AgEq, totaling 168.6 million ounces of silver equivalent, as reported in the NI 43-
101 Technical Report dated January 12, 2024. Silver47 also owns the Adams Plateau Project in
southern British Columbia, a silver-zinc-copper-gold-lead SEDEX-VMS project, and the Michelle Project
in the Yukon Territory, a silver-lead-zinc-gallium-antimony MVT-SEDEX project. For detailed information
regarding the resource estimates, assumptions, and technical reports, please refer to the NI 43-101
Technical Report and other filings available on SEDAR at
www.sedarplus.ca
. The Silver47 Shares are
traded on the TSXV under the ticker symbol AGA.
About Summa
Summa Silver Corp. is a junior mineral exploration company. Summa owns a 100% interest in the
Hughes Project located in central Nevada and the Mogollon Project located in southwestern New
Mexico. The high-grade past-producing Belmont Mine, one of the most prolific silver producers in the
United States between 1903 and 1929, is located on the Hughes Project. The Mogollon Project is the
largest historic silver producer in New Mexico. Both projects have remained inactive since commercial
production ceased and neither have seen modern exploration prior to Summa's involvement.
Silver47 Contact Information
Gary R. Thompson
Director and CEO
403-870-1166
Silver47 Investor Relations Contact:
Kristina Pillon
Twitter:
@Silver47co
LinkedIn:
Silver47
Summa Silver Contact Information
Galen McNamara
Chief Executive Officer
www.summasilver.com
Summa Silver Investor Relations Contact:
Giordy Belfiore
Corporate Development and Investor Relations
604-288-8004
www.summasilver.com
Follow Summa Silver on X: @summasilver
LinkedIn:
https://www.linkedin.com/company/summa-silver-corp/
Website:
https://www.summasilver.com
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.
Forward looking and other cautionary statements
Certain information set forth in this news release contains "forward-looking statements" and "forward-
looking information" within the meaning of applicable Canadian securities legislation and applicable
United States securities laws (referred to herein as forward-looking statements). Except for statements
of historical fact, certain information contained herein constitutes forward-looking statements which
includes, but is not limited to, statements with respect to: the potential benefits to be derived from the
Transaction, the goals, synergies, strategies, opportunities, profile, mineral resources and potential
production, project timelines, prospective shareholding and comparables to other transactions; the
closing of the Transaction, including receipt of all necessary court, shareholder and regulatory approvals,
and the timing thereof; the future financial or operating performance of the Companies and the
Companies' mineral properties and project portfolios; Silver47's intended use of the net proceeds from
the sale of Subscription Receipts; the ability to satisfy the Escrow Release Conditions; the anticipated
benefits and impacts of the Offering; the results from work performed to date; the estimation of mineral
resources and reserves; the realization of mineral resource and reserve estimates; the development,
operational and economic results of technical reports on mineral properties referenced herein;
magnitude or quality of mineral deposits; the anticipated advancement of the Companies' mineral
properties and project portfolios; exploration expenditures, costs and timing of the development of new
deposits; underground exploration potential; costs and timing of future exploration; the completion and
timing of future development studies; estimates of metallurgical recovery rates; exploration prospects of
mineral properties; requirements for additional capital; the future price of metals; government regulation
of mining operations; environmental risks; the timing and possible outcome of pending regulatory
matters; the realization of the expected economics of mineral properties; future growth potential of
mineral properties; and future development plans.
Forward-looking statements are often identified by the use of words such as "may", "will", "could",
"would", "anticipate", "believe", "expect", "intend", "potential", "estimate", "budget", "scheduled", "plans",
"planned", "forecasts", "goals" and similar expressions. Forward-looking statements are based on a
number of factors and assumptions made by management and considered reasonable at the time such
information is provided. Assumptions and factors include: the successful completion of the Transaction
(including receipt of all regulatory approvals, shareholder and third-party consents), , the integration of
the Companies, and realization of benefits therefrom; the Companies' ability to complete its planned
exploration programs; the absence of adverse conditions at mineral properties; no unforeseen
operational delays; no material delays in obtaining necessary permits; the price of gold remaining at
levels that render mineral properties economic; the Companies' ability to continue raising necessary
capital to finance operations; and the ability to realize on the mineral resource and reserve estimates.
Forward-looking statements necessarily involve known and unknown risks and uncertainties, which may
cause actual performance and financial results in future periods to differ materially from any projections
of future performance or result expressed or implied by such forward-looking statements. These risks
and uncertainties include, but are not limited to: risks related to the Transaction, including, but not limited
to, the ability to obtain necessary approvals in respect of the Transaction and to consummate the
Transaction; integration risks; general business, economic and competitive uncertainties; the actual
results of current and future exploration activities; conclusions of economic evaluations; meeting various
expected cost estimates; benefits of certain technology usage; changes in project parameters and/or
economic assessments as plans continue to be refined; future prices of metals; possible variations of
mineral grade or recovery rates; the risk that actual costs may exceed estimated costs; geological,
mining and exploration technical problems; failure of plant, equipment or processes to operate as
anticipated; accidents, labour disputes and other risks of the mining industry; delays in obtaining
governmental approvals or financing; the speculative nature of mineral exploration and development
(including the risks of obtaining necessary licenses, permits and approvals from government authorities);
title to properties and management's ability to anticipate and manage the foregoing factors and risks.
Although the Companies have attempted to identify important factors that could cause actual actions,
events or results to differ materially from those described in the forward-looking statements, there may
be other factors that cause actions, events or results not to be as anticipated, estimated or intended.
Readers are advised to study and consider risk factors disclosed in Silver47's management's
discussion and analysis for the three and six months ended January 31, 2025 and 2024, and Summa's
annual information form dated December 20, 2024 for the fiscal year ended August 31, 2024.
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. The Companies
undertake no obligation to update forward-looking statements if circumstances or management's
estimates or opinions should change except as required by applicable securities laws. The forward-
looking statements contained herein are presented for the purposes of assisting investors in
understanding the Companies' plans, objectives and goals, including with respect to the Transaction,
and may not be appropriate for other purposes. Forward-looking statements are not guarantees of future
performance and the reader is cautioned not to place undue reliance on forward-looking statements.
This news release also contains or references certain market, industry and peer group data, which is
based upon information from independent industry publications, market research, analyst reports,
surveys, continuous disclosure filings and other publicly available sources. Although the Companies
believes these sources to be generally reliable, such information is subject to interpretation and cannot
be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary
nature of the data gathering process and other inherent limitations and uncertainties. The Companies
have not independently verified any of the data from third party sources referred to in this news release
and accordingly, the accuracy and completeness of such data is not guaranteed.
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT
INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
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