Silverco Mining Executes Definitive Agreement for the Acquisition of Nuevo Silver
Silverco Mining Executes Definitive
Agreement for the Acquisition of Nuevo Silver
Vancouver, British Columbia--(Newsfile Corp. - April 27, 2026) - Silverco Mining Ltd. (TSXV: SICO)
(OTCQB: SICOF) (the "
Company
") is pleased to announce that it has entered into a definitive share
exchange agreement (the "
Definitive Agreement
") providing for the previously announced acquisition
by the Company of Nuevo Silver Inc. ("
Nuevo
"). Pursuant to the Definitive Agreement, the Company will
acquire all of the issued and outstanding common shares of Nuevo (the "
Transaction
") by way of
issuance of common shares of the Company (the "
Silverco Shares
"). Following the closing of the
Transaction, Nuevo will be a wholly-owned subsidiary of the Company.
Currently, Nuevo holds a 100% interest in the La Negra Mine in Querétaro, Mexico (the "
La Negra
Mine
"), which is a producing silver mine.
Pursuant to the Definitive Agreement, among other things:
Existing shareholders of Nuevo (the "
Nuevo Shareholders
") will receive an aggregate of
16,802,316 Silverco Shares;
The Company will assume Nuevo's existing indebtedness of approximately US$11 million
associated with the producing La Negra Mine; and
The Company will assume US$12.5 million in milestone payments and US$5 million in contingent
payments potentially payable to the former owner of the La Negra Mine.
Closing of the Transaction is subject to a number of customary conditions, including all necessary
consents, approvals, and other authorizations of any regulatory authorities or third parties being
obtained. The Transaction constitutes a "Fundamental Acquisition" of the Company for purposes of
Policy 5.3 -
Acquisitions and Dispositions of Non-Cash Assets
of the TSX Venture Exchange ("
TSXV
")
Corporate Finance Manual. The Transaction has been conditionally accepted by the TSXV and is
subject to final TSXV acceptance, which is pending TSXV review of final materials that have been
submitted by the Company. Closing of the Transaction will occur as soon as reasonably possible after
the satisfaction or waiver of all conditions precedent.
It is anticipated that on completion of the Transaction, the former Nuevo Shareholders will hold
approximately 31% of the outstanding Silverco Shares, and the existing holders of the Silverco Shares
will hold approximately 69% of the outstanding Silverco Shares.
Related Party Transaction
Certain insiders of the Company are Nuevo Shareholders. There are no insiders of the Company that
are also insiders of Nuevo. The applicable insiders of the Company that hold Nuevo shares are: Mark
Ayranto (President, Chief Executive Officer and director of the Company), Gary Brown (director of the
Company), Tim Sorensen (director of the Company), Sean Fallis (Chief Financial Officer), Nico Harvey
(Vice President, Project Development) and Eric Sprott (shareholder currently holding 10% or more of the
Silverco Shares) (collectively, the "
Silverco Insiders
"). The Silverco Insiders' collective ownership in
Nuevo is approximately 7.35%, with the Company's board of directors (the "
Board
") and management
representing approximately 3.34%.
Consequently, the Transaction is considered a "related party transaction" under Multilateral Instrument
61-101 -
Protection of Minority Security Holders in Special Transactions
("
MI 61-101
"). However, the
Company is exempt from the requirements to obtain a formal valuation and minority shareholder
approval in connection with such insiders' participation in the Transaction in reliance on Sections 5.5(b)
and 5.7(1)(a) of MI 61-101.
The Company will file a material change report in respect of the Transaction; however, the material
change report may be filed less than 21 days prior to the closing of the Transaction, which is consistent
with market practice and the Company deems reasonable in the circumstances.
Fairness Opinion and Board Approval
The Board has received a favourable fairness opinion from ATB Cormark Capital Markets. In addition,
the Board has approved the Transaction, with each of Mark Ayranto, Gary Brown and Tim Sorensen
abstaining from the approval of the issuance of Silverco Shares to each of them pursuant to the
Transaction.
The Company will make further disclosure in accordance with applicable securities laws and TSXV
policies as may be necessary, and will provide updates as material developments occur.
About Silverco Mining Ltd.
The Company owns a 100% interest in the 11,665-hectare Cusi Project located in Chihuahua State,
Mexico (the "
Cusi Property
"). It lies within the prolific Sierra Madre Occidental gold-silver belt. There is
an existing 1,200 ton per day mill with tailings capacity at the Cusi Property.
The Cusi Property is a past-producing underground silver-lead-zinc-gold project approximately 135
kilometres west of Chihuahua City. The Cusi Property boasts excellent infrastructure, including paved
highway access and connection to the national power grid.
The Cusi Property hosts multiple historical Ag-Au-Pb-Zn producing mines, each developed along
multiple vein structures. The Cusi Property hosts several significant exploration targets, including the
extension of a newly identified downthrown mineralized geological block and additional potential through
claim consolidation.
On Behalf of the Board of Directors
"Mark Ayranto"
Mark Ayranto, President & CEO
Email:
For further information, please contact:
Investor Relations & Communications
Email:
www.silvercomining.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.
Cautionary Statement and Forward-Looking Information
This news release contains "forward-looking statements" and "forward-looking information" (together,
"forward-looking statements") within the meaning of applicable Canadian securities laws. Forward-
looking statements relate to future events or the Company's future performance and are generally
identified by words such as "anticipate", "believe", "continue", "could", "estimate", "expect", "forecast",
"goal", "intend", "may", "objective", "outlook", "plan", "potential", "priority", "schedule", "seek",
"should", "target", "will", and similar expressions (including negative and grammatical variations).
These forward-looking statements are based on a number of assumptions that, while considered
reasonable by the Company as of the date of this release, are inherently subject to significant
business, technical, economic and competitive uncertainties and contingencies. Key assumptions
include but are not limited to: the ability of the parties to complete the Transaction; the satisfaction or
waiver of closing conditions; the receipt of all required approvals in a timely manner; the potential of
the La Negra Mine; future production; achieving the Company's goals; the potential benefits of the
Transaction; no material adverse changes to general business, economic, market and political
conditions; commodity price and foreign exchange assumptions; inflation and input costs remaining
within expectations; and the Company's ability to secure additional financing on acceptable terms
when required.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements to differ materially from those expressed
or implied. Such risks are set out in the Company's public disclosure filings available on SEDAR+ at
www.sedarplus.ca
.
Readers are cautioned not to place undue reliance on forward-looking statements. The purpose of
forward-looking statements is to provide readers with information about management's current
expectations and plans and may not be appropriate for other purposes. No assurance can be given
that such statements will prove to be accurate; actual results and future events could differ materially.
The Company undertakes no obligation to update or revise any forward-looking statements contained
herein, except as required by applicable securities laws.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/294312