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 Share) 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 | Ag | Au | Zn | Pb | Cu | AgEq | Ag | Au | Zn | Pb | Cu | AgEq |
|
|
| (Mt) | (g/t) | (g/t) | (%) | (%) | (%) | (g/t) | (Moz) | (koz) | (kt) | (kt) | (kt) | (Moz) |
| Inferred | Silver47 | Red Mountain | 15.6 | 71 | 0.4 | 3.4 | 1.4 | 0.2 | 336 | 36.0 | 214 | 532 | 216 | 26 | 168.6 |
| Indicated | Summa | Hughes | 1.0 | 188 | 1.6 | - | - | - | 333 | 5.8 | 49 | - | - | - | 10.3 |
| Inferred | Summa | Hughes (In Situ) | 2.4 | 204 | 2.4 | - | - | - | 421 | 15.9 | 188 | - | - | - | 32.9 |
| Inferred | Summa | Hughes (Tailings) | 1.3 | 44 | 0.3 | - | - | - | 68 | 1.8 | 11 | - | - | - | 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 | 49 | - | - | - | 10.3 |
| Total Inferred Mineral Resources | 22.0 | 92 | 0.9 | 2.4 | 1.0 | 0.1 | 334 | 65.8 | 651 | 532 | 216 | 26 | 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" ("QP") 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, 20241. 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 19292, 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, 20253. 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 II4, 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, 20255. 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 90th 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 production ceased and neither have seen modern exploration prior to Summa's involvement.
Silver47 Contact Information
Gary R. Thompson
Director and CEO
gthompson@silver47.ca
Silver47 Investor Relations Contact:
Meredith Eades
info@silver47.ca
778-835-2547
Twitter: @Silver47co
LinkedIn: Silver47
Summa Silver Contact Information
Galen McNamara
Chief Executive Officer
info@summasilver.com
www.summasilver.com
Summa Silver Investor Relations Contact:
Giordy Belfiore
Corporate Development and Investor Relations
604-288-8004
giordy@summasilver.com
www.summasilver.com
Follow Summa Silver on X: @summasilver
LinkedIn: https://www.linkedin.com/company/summa-silver-corp/
Website: https://www.summasilver.com
References
1. Raffle K.J., et al. (2024), Technical Report on the Red Mountain VMS Property, Bonnifield Mining District, Alaska, USA. (https://www.silver47.ca/images/projects/redMountain/S47_RM_NI43101_DRAFT_20240627_APEX_TSXV_Revisions_final.pdf)
2. Production of the Tonopah Belmont Development Company, 1903-1932, Nevada Bureau of Mines Report No. 48400131
3.Bourque, S. and., Bickell, J.B. (2025), Technical Report and Mineral Resource Estimate for the Hughes Silver-Gold Property, Tonopah District, Nye County Nevada, USA. (https://summasilver.com/wp-content/uploads/2025/03/2024-43-101-Technical-Report-Hughes-gold-silver-final.pdf)
4. Blackhawk Mines corporate production records, 1942
5. Bourque, S. and., Bickell, J.B. (2025), NI 43-101 Technical Report on Mineral Resources at 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 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 (including those under the section "Benefits to Silver47 and Summa Shareholders"), 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; information concerning the anticipated sale and distribution of Subscription Receipts pursuant to the Offering; 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 Offering, 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.
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Source
Figure 1 - Locations of elevated Silver (Ag) readings via pXRF
Table 1 – pXRF highlights (results greater than 100g/t Ag) at Elizabeth Hill
Figure 1 Orient West RC Drilling (ORR087)
