AGA.V · 2025-05-13 12:00:00

Silver47 and Summa Silver Announce Merger to Create a Premier U.S. High Grade Silver Explorer & Developer and C$5 Million Brokered Financing

Financings Mergers & Acquisitions

Silver47 and Summa Silver Announce Merger

to Create a Premier U.S. High Grade Silver

Explorer & Developer and C$5 Million

Brokered Financing

Vancouver, British Columbia--(Newsfile Corp. - May 13, 2025) - Silver47 Exploration Corp.

(TSXV:

AGA) (OTCQB: AAGAF)

Silver47

") and Summa Silver Corp. ("

Summa

(TSXV: SSVR) (OTCQX:

SSVRF)

(together, the "

Companies

") are pleased to announce that they have entered 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."

Gary R Thompson, CEO of Silver47, stated: "

This merger with Summa fits perfectly with our desire to

scale up, providing better access to capital. We believe that this transaction is accretive to

shareholders, and we look forward to unlocking further value by growing our resources and advancing

them toward development. This transaction will hold several high-profile projects within one of the

world's top mining jurisdictions."

The Combined Company will become a premier high-grade silver focused explorer and developer with a

portfolio of silver-rich mineral resource staged projects in the United States (Alaska, Nevada and New

Mexico). Collectively, the Companies' mineral resources equal approximately 10 Moz AgEq at 333 g/t

AgEq of indicated mineral resources and 236 Moz AgEq at 334 g/t AgEq inferred mineral resources

(see mineral resource table below for full details) with substantial upside and a shared vision for

significant additional silver discovery and consolidation.

Galen McNamara, CEO of Summa, stated: "

This merger with Silver47 is a transformative step toward

our shared vision of building a premier precious metals company moving towards 1 billion ounces of

silver equivalent ounces in the ground anchored in America's most prolific mining jurisdictions. By

uniting Summa's and Silver47's high-grade projects, we expect to create a leading silver development

company with the scale, expertise, and ambition to unlock value for our shareholders and lead the

next wave of development in the U.S. silver sector

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

) held (the "

Exchange Ratio

"). Upon completion of the Transaction, existing Silver47

shareholders and Summa shareholders will own approximately 56% and 44% of the outstanding

Silver47 Shares, respectively (but prior to the completion of the Offering (as defined below)). The

Exchange Ratio implies consideration of C$0.30 per Summa Share based on the 20-day volume

weighted average price ("

VWAP

") of the Silver47 Shares on the TSX Venture Exchange (the "

TSXV

on May 12, 2025. The consideration represents a no-premium Transaction to Summa's 20-day VWAP.

Strategic Rationale for Transaction

Creation of a Leading High-Grade US-Focused Silver Explorer and Developer:

The

combination of Silver47's Red Mountain project in Alaska with Summa's Hughes project in Nevada

and Mogollon project in New Mexico establishes a premier portfolio of high-grade silver-focused

assets in the United States enhancing the Combined Company's scale, leverage to silver and

appeal to investors.

Expanded Resource Base for Accelerated Growth:

The Transaction consolidates significant

mineral resources of approximately 10 Moz AgEq at 333 g/t AgEq of indicated mineral resources

and 236 Moz AgEq at 334 g/t AgEq inferred mineral resources (see mineral resource table below

for full details) with significant growth potential between the three United States-based projects

positioning the combined company to accelerate exploration and development towards

production.

Significant Re-Rate Potential Based on Valuation of Peers:

The Combined Company is

currently undervalued on an EV/oz metric of US$0.19/oz AgEq for their pro forma current total MI&I

resource endowment. The Combined Company has significant growth potential through re-rating

relative to peers, through systematic exploration, resource growth, and strategic acquisitions.

Enhanced Capital Markets Profile and Liquidity:

By consolidating projects and increasing

market capitalization, the Combined Company can be expected to benefit from improved visibility

and access to capital, appealing to institutional investors seeking exposure to high grade U.S.-

based silver projects, supported by a tight share structure with strong backing from investors like

Mr. Eric Sprott and Crescat Capital LLC. The Combined Company will have a strong combined

cash position of C$10M, plus the net proceeds from the Offering, to achieve near-term value add

catalysts.

Continued Growth and Value Creation:

The Combined Company will pursue organic and

acquisitive growth to consolidate and create a high-quality silver portfolio in the U.S. The

Combined Company will plan to (i) advance the current portfolio, creating strong silver

development projects by expanding on resources and grade; and (ii) continue to consolidate the

silver market, acquiring high-quality silver projects in tier 1 jurisdictions at accretive valuations.

Exceptional Technical & Capital Markets Team, and Commitment to Shareholder Value

Creation

: The board of directors and management team of the Combined Company will include

members with deep experience in the capital markets as well as proven mine finding and mine

development histories.

Benefits to Silver47 and Summa Shareholders

Shareholders of the Combined Company will have exposure to a diversified portfolio of high-grade

United States silver projects, reducing risk while positioning for upside in a rising silver market.

The Combined Company's enhanced scale will strengthen its ability to attract strategic

partnerships, unlocking capital for exploration and development to drive share price appreciation.

Shareholders of the Combined Company will benefit from a unified management team with

complementary expertise, optimizing project execution at Red Mountain, Hughes, and Mogollon for

efficient resource growth and development.

The Transaction's all-share structure aligns long-term shareholder interests, ensuring shared

commitment to advancing projects and pursuing value-accretive opportunities.

An expected increase in market exposure from high-profile United States assets should enhance

the Combined Company's appeal to global investors, supporting potential inclusion in silver-

focused indices and ETFs.

Shareholders of the Combined Company are expected to benefit from reduced G&A, cost

savings, and prioritized work programs and asset catalysts to drive a potential re-rating for the

Combined Company.

Combined Silver Mineral Resource Summary

Classification

Company

Project

Tonnes

AgEq

(Mt)

(g/t)

(%)

(g/t)

(Moz)

(koz)

(kt)

(Moz)

Inferred

Silver47

Red Mountain

15.6

0.4

3.4

1.4

0.2

336

36.0

214

532

216

168.6

Indicated

Summa

Hughes

1.0

188

1.6

333

5.8

10.3

Inferred

Summa

Hughes (In Situ)

2.4

204

2.4

421

15.9

188

32.9

Inferred

Summa

Hughes (Tailings)

1.3

0.3

1.8

2.7

Inferred

Summa

Mogollon

2.7

139

2.7

367

12.1

238

32.1

Total Indicated Mineral Resources

1.0

188

1.6

333

5.8

10.3

Total Inferred Mineral Resources

22.0

0.9

2.4

1.0

0.1

334

65.8

651

532

216

236.3

Notes to Silver47 Mineral Resources:

The 2024 Red Mountain mineral resource estimate ("

MRE

") was estimated and classified in accordance with the Canadian Institute of

Mining, Metallurgy and Petroleum ("CIM") "Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines" dated

November 29, 2019, and the CIM "Definition Standards for Mineral Resources and Mineral Reserves" dated May 10, 2014.

Mr. Warren Black, M.Sc., P.Geo. of APEX Geoscience Ltd., a "qualified person" ("

") as defined by National Instrument 43-101 -

Standards of Disclosure for Mineral Projects (

"NI 43-101

"), is responsible for completing the MRE, effective January 12, 2024.

Mineral resources that are not mineral reserves have no demonstrated economic viability. No mineral reserves have been calculated for

Red Mountain. There is no guarantee that any part of the mineral resources discussed herein will be converted to a mineral reserve in the

future.

The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, market, or other relevant factors.

The quantity and grade of reported inferred mineral resources is uncertain, and there has not been sufficient work to define the inferred

mineral resource as an indicated or measured mineral resource.

All figures are rounded to reflect the relative accuracy of the estimates. Totals may not sum due to rounding. Reported grades are

undiluted.

A standard density of 2.94 g/cm³ is assumed for mineralized material and waste rock. Overburden density is set at 1.8 g/cm³. For

mineralized material blocks with iron assays close enough to estimate an iron value for the block, density is calculated using the formula:

density (g/cm³) = 0.0553 * Fe (%) + 2.5426.

Metal prices 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 resource economic assumptions are US$3/tonne for mining mineralized and waste material, US$19/tonne for processing, and

48° pit slopes.

Underground resource economic assumptions are US$50/tonne for mining mineralized and waste material and US$19/tonne for

processing.

Open-pit resources comprise blocks constrained by the pit shell resulting from the pseudoflow optimization using the open-pit economic

assumptions.

Underground resources comprise blocks below the open-pit shell that form minable shapes. They must be contained in domains of a

minimum width of 1.5 m at Dry Creek or 3 m height at West Tundra Flats. Resources not meeting these size criteria are included if, once

diluted to the required size, maintain a grade above the cutoff.

Notes to Summa Mineral Resources:

Silver Equivalent (AgEq) cut-off grade for the Hughes Project in situ Mineral Resources is based on a silver price of $25/oz, recovery of

90% Ag, and cost assumptions including: USD$88.2/t average mining cost for approximately 70% longhole stoping and 30% cut and fill

mining, USD$36.3/t processing cost, USD$9.7/t G&A cost, USD$0.20/oz Ag refining cost for a total mining, processing and G&A cost of

USD$134.2/tonne. A 3% royalty has also been applied to the cut-off grade determination.

Silver Equivalent (AgEq) cut-off grade for the Hughes Project tailings Mineral Resources is contained within an optimized pit and based

on a silver price of $25/oz, recovery of 90% Ag, and cost assumptions including: USD$2.25/t mining cost, USD$21.0/t processing cost,

USD$9/t G&A cost, USD$0.50/oz Ag refining cost for a total mining, processing and G&A cost of USD$33.34/tonne. A 3% royalty has also

been applied to the cut-off grade determination.

Silver Equivalent (AgEq) cut-off grade for the Mogollon Project Mineral Resources is based on a silver price of $25/oz, recovery of 97%

Ag, and cost assumptions including: USD$83/t mining cost for longhole stoping, USD$36.3/t processing cost, USD$9.7/t G&A cost,

USD$0.20/oz Ag refining cost for a total mining, processing and G&A cost of USD$129/tonne A 3% royalty has also been applied to the

cut-off grade determination.

AgEq is based on silver and gold prices of $25/oz and $2100/oz respectively, and recoveries for silver and gold of 90% and 97%,

respectively for the Hughes Project, and 97% and 97%, respectively, for the Mogollon Project. AgEq Factor= (Ag Price / Au Price) x (Ag

Rec / Au Rec); g AgEq/t = g Ag/t + (g Au/t / AgEq Factor).

Rounding as required by reporting guidelines may result in apparent discrepancies between tonnes, grade, and contained metal content.

Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of

the mineral resources estimated will be converted into mineral reserves. The quantity and grade of reported Inferred mineral resources in

this estimation are uncertain in nature and there has been insufficient exploration to define these Inferred mineral resources as Indicated

mineral resources. It is uncertain if further exploration will result in upgrading them to the Indicated mineral resources category.

The Mineral Resources were estimated in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum (CIM), CIM

Standards on Mineral Resources and Reserves, Definitions (2014) and Best Practices Guidelines (2019) prepared by the CIM Standing

Committee on Reserve Definitions and adopted by the CIM Council.

There are no known environmental, permitting, legal, or other factors which could materially affect the MREs.

Red Mountain Project Overview

The Red Mountain project, located 100 km south of Fairbanks, Alaska is Silver47's flagship silver-gold-

zinc-copper-lead-antimony-gallium VMS-SEDEX project. Strategically situated in the Bonnifield mining

district, Red Mountain hosts an inferred mineral resource of 15.6 million tonnes at 7% ZnEq or 335.7 g/t

AgEq, totaling 168.6 million silver equivalent ounces, as reported in the NI 43-101 Technical Report with

an effective date of

January 12, 2024

. Recent exploration has identified significant concentrations of

critical minerals, including antimony (up to 0.623%) and gallium, enhancing the project's strategic value

amid growing demand for such elements. With high-grade intercepts, such as 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 at the Dry

Creek Deposit area, Red Mountain offers substantial growth potential through ongoing drilling and

resource expansion.

*Metal equivalents at Red Mountain are calculated using ratios with metal prices 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. Metal recoveries are based on metallurgical work returned of 90% Zn, 75% Pb, 70% Cu, 70% Ag, and 80% Au.

Silver Equivalent (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 Project Overview

The Hughes project, located 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 the United

States' most prolific silver producers between 1903 and 1929

, Hughes hosts indicated in-situ mineral

resources of 0.98 million tonnes at 333 g/t AgEq totalling 10.3 million silver equivalent ounces, inferred

in-situ mineral resources of 2.44 million tonnes at 421 g/t AgEq totalling 32.9 million silver equivalent

ounces and, inferred tailings mineral resources of 1.26 million tonnes at 68 g/t AgEq totalling 2.74 million

silver equivalent ounces, all as reported in an NI 43-101 Technical Report dated March 3, 2025

. Recent

drilling has confirmed exceptional high-grade mineralization, with intercepts such as 1,450 g/t silver

equivalent (812 g/t Ag, 8.4 g/t Au) over 3.0 meters in hole SUM23-59 at the Ruby discovery,

underscoring significant resource expansion potential. Strategically positioned near existing

infrastructure, Hughes leverages modern exploration techniques to unlock new targets across its

underexplored land package across a 4 km extension of the historic Tonopah mining district.

*Silver Equivalent at Hughes is calculated using US$20/oz Ag, US$1,800/oz Au, with metallurgical recoveries of Ag - 90% and Au - 95%. AgEq =

(Ag grade x Ag recovery)+((Au grade x Au recovery) x (Au price / Ag price)).

Mogollon Project Overview

The Mogollon project, covering southwestern New Mexico's prolific Mogollon mining district, is Summa's

second flagship silver-gold asset. As the largest historic silver producer in New Mexico, with 13.1 million

ounces of silver and 271,000 ounces of gold produced prior to World War II

, Mogollon hosts an inferred

mineral resource estimate of 2.72 million indicated tonnes at 367 g/t AgEq totalling 32.1 million silver

equivalent ounces as reported in a NI 43-101 Technical Report dated March 2, 2025

. Recent drilling

has confirmed exceptional high-grade mineralization, with intercepts such as 448 g/t silver equivalent

(129 g/t Ag, 3.88 g/t Au) over 31.0 meters in hole MOG22-05 at the Consolidated target, underscoring

significant resource expansion potential. Spanning 7,730 acres and centered on the 7.5 km-long Queen

Vein, Mogollon covers a vein field totalling approximately 77 km in cumulative strike length that remains

largely unexplored representing a rare and unique American silver discovery opportunity.

*Silver Equivalent at Mogollon is calculated using US$20/oz Ag, US$1,800/oz Au, with metallurgical recoveries of Ag - 90% and Au - 95%. AgEq =

(Ag grade x Ag recovery)+((Au grade x Au recovery) x (Au price / Ag price)).

Management Team and Board of Directors

The Combined Company's board of directors will initially be comprised of two nominees of Silver47 and

two nominees of Summa, including Gary Thompson as Executive Chairman, Ryan Goodman, Galen

McNamara, and Thomas O'Neill as directors.

The Combined Company will be managed by Gary Thompson as Executive Chairman; Galen

McNamara as Chief Executive Officer; Martin Bajic as Chief Financial Officer; Giordano Belfiore as VP

Investor Relations; Alex Wallis as VP Exploration; and Chris York as VP Operations.

Summa Special Committee and Fairness Opinion

Summa established a special committee of its board of directors (the "

Summa Special Committee

to review the Transaction. The Summa Special Committee engaged Evans & Evans, Inc. ("

Evans &

Evans

") to provide a fairness opinion with respect to the Transaction.

The fairness opinion provided by Evans & Evans confirms that, as of the date of such opinion, and

based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the

consideration to be received by Summa shareholders pursuant to the Transaction is fair, from a financial

point of view, to Summa shareholders.

The Summa Special Committee has unanimously recommended that the board of directors of Summa

approve the Arrangement Agreement and that the Summa shareholders vote in favour of the

Transaction.

Board of Directors' Recommendation and Voting Support

The Arrangement Agreement and the Transaction have been unanimously approved by the boards of

directors of each of Silver47 and Summa, and the board of directors of Summa has recommended that

Summa shareholders vote in favour of the Transaction.

Each of the directors and senior officers of Summa have entered into voting support agreements with

Silver47 and have agreed to vote in favour of the Transaction at the special meeting of shareholders of

Summa to be held to consider the Transaction. Further information regarding the Transaction will be

contained in an information circular that Summa will prepare, file and mail in due course to its

shareholders in connection with the Summa special meeting.

Transaction Summary

The Transaction will be effected by way of a court-approved plan of arrangement under the

Business

Corporations Act

(British Columbia) and will require approval by 66⅔% of the votes cast by Summa

shareholders. The special meeting of Summa shareholders is expected to be held in late June or early

July 2025.

The Arrangement Agreement includes customary representations and warranties for a transaction of this

nature as well as customary interim period covenants regarding the operation of the Companies'

respective businesses. The Arrangement Agreement also provides for customary deal-protection

measures. In addition to shareholder and court approvals, closing of the Transaction is subject to

applicable regulatory approvals, including, but not limited to, TSXV approval and the satisfaction of

certain other closing conditions customary in transactions of this nature. Subject to the satisfaction of

these conditions, Silver47 and Summa expect that the Transaction will be completed in the third quarter

of 2025. Details regarding these and other terms of the Transaction are set out in the Arrangement

Agreement, which will be available under the SEDAR+ profiles of Silver47 and Summa at

www.sedarplus.ca

Following completion of the Transaction, the Silver47 Shares will continue trading on the TSXV and the

Summa Shares will be de-listed from the TSXV. Approximately 122.3 million Summa Shares are

currently outstanding on a non-diluted basis and approximately 70.4 million Silver47 Shares are currently

outstanding on a non-diluted basis. Upon completion of the Transaction (assuming no additional

issuances of Silver47 Shares or Summa Shares, and excluding issuances in connection with the

Offering), there will be approximately 125.7 million Silver47 Shares outstanding on a non-diluted basis.

Pursuant to the Arrangement, each Summa option (a "

Summa Option

"), whether vested or unvested,

shall be transferred to Silver47, with the holder thereof to receive as consideration an option to purchase

from Silver47 such number of Silver47 Shares as is equal to the Exchange Ratio multiplied by the

number of Summa Shares subject to the Summa Option, at an exercise price per Silver47 Share equal

to the applicable Summa Option exercise price divided by the Exchange Ratio, exercisable until the

original expiry date of such Summa Option and otherwise governed by the terms of the Summa stock

option plan.

Pursuant to the Arrangement, each Summa warrant to purchase common shares (a "

Summa Warrant

will, upon the exercise of such rights, entitle the holder thereof to be issued and receive for the same

aggregate consideration, upon such exercise, in lieu of the number of Summa Shares to which such

holder was theretofore entitled upon exercise of such Summa Warrants, the kind and aggregate number

of Silver47 Shares that such holder would have been entitled to be issued and receive if, immediately

prior to the effective time of the Arrangement, such holder had been the registered holder of the number

of Summa Shares to which such holder was theretofore entitled upon exercise of such Summa Warrants.

All other terms governing the warrants, including, but not limited to, the expiry date, exercise price and

the conditions to and the manner of exercise, will be the same as the terms that were in effect

immediately prior to the Effective Time, and shall be governed by the terms of the applicable warrant

instruments.

None of the securities to be issued pursuant to the Arrangement Agreement have been or will be

registered under the United States

Securities Act of 1933

, as amended (the "

U.S. Securities Act

"), or

any securities laws of any state of the United States, and any securities issued pursuant to the

Transaction are anticipated to be issued in reliance upon available exemptions from such registration

requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and similar exemptions under

applicable securities laws of any state of the United States. This news release does not constitute an

offer to sell or the solicitation of an offer to buy any securities.

Brokered Offering

Summa and Silver47 have entered into an engagement letter agreement with 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

") in connection with a best efforts basis, brokered private placement offering of subscription

receipts of Summa (the "

Subscription Receipts

") at a price of $0.25 per Subscription Receipt for

gross proceeds of up to $5,000,000 (the "

Offering

").

In addition, Summa has granted the Agents an option to offer up to an additional number of Subscription

Receipts for gross proceeds of up to 15% of the gross proceeds of the Offering at any time up to 48

hours prior to closing of the Offering.

Each Subscription Receipt will entitle the holder thereof, 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, an "

Summa Warrant

"). Each Summa Warrant will entitle the holder to purchase

one common share of Summa (a "

Warrant Share

") at an exercise price of $0.36 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 U.S., and for working capital and general corporate purposes.

The Offering is anticipated to close on or about the week of June 3, 2025, or such later date as Summa

and the Agents may agree upon (the "

Closing Date

"). The closing of the Offering is subject to certain

conditions including, but not limited to, the receipt of all necessary regulatory and other approvals,

including the approval of the TSX Venture Exchange (the "

Exchange

").

The gross proceeds of the Offering, less the Agents' expenses and 50% of the cash commission will be

deposited and held by a licensed Canadian trust company or other escrow agent (the "

Escrow Agent

mutually acceptable to RCC (as defined herein), Summa, and Silver47 in an interest bearing account

(the "

Escrowed Funds

") pursuant to the terms of a subscription receipt agreement to be entered into

on the Closing Date among Summa and RCC, and the Escrow Agent. The Escrowed Funds (less 50%

of the remaining cash commission 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

") no later than the 90

day following the

Closing Date, or such other date as may be mutually agreed to in writing between Summa, Silver47, and

RCC (the "

Escrow Release Deadline

"), including:

the completion, satisfaction or waiver of all conditions precedent to the Transaction in accordance

with the Arrangement Agreement, to the satisfaction of RCC;

the receipt of all required shareholder and regulatory approvals, including, without limitation, the

conditional approval of the Exchange for the Transaction;

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;

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

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 to the Escrow Release

Deadline, or such other date as may be mutually agreed to in writing among 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.

Summa has agreed to pay to the Agents a cash commission equal to 6% of the gross proceeds of the

Offering. In addition, Summa has agreed to issue to the Agents broker warrants of Summa exercisable

for a period of 24 months, to acquire in aggregate that number of Summa Shares which is equal to 6%

of the number of Subscription Receipts sold under the Offering at an exercise price of $0.25 per Summa

Share.

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.

Advisors and Counsel

Haywood Securities Inc. is acting as exclusive financial advisor to Silver47. Fasken Martineau DuMoulin

LLP is acting as Canadian legal advisor to Silver47.

Eventus Capital Corp. is acting as exclusive financial advisor to Summa. Evans & Evans has provided

fairness opinions to the board of directors of Summa. Forooghian + Company Law Corporation is acting

as Canadian legal advisor to Summa.

Conference Call and Webcast

Silver47 and Summa will jointly host a conference call and webcast to discuss the Transaction on May

13, 2025, commencing at 1:30 p.m. PST / 4:30 p.m. EST.

Conference Call Details

Toll-free in U.S. and Canada: 1-844-763-8274

International callers: 1-647-484-8814

Webcast Details

Participants may join the webcast by registering at the link below:

https://event.choruscall.com/mediaframe/webcast.html?webcastid=76aDbPLs

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 QP as

defined in 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 QP 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

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