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Highlights
Manuka Resources’ unique value proposition is focused on its three fully licenced projects, which include two precious metals assets in one of Australia’s most prolific regions for base and precious metals, and a company-making iron sands (vanadium and titanium co-products) project in New Zealand’s exclusive economic zone (EEZ) off the Taranaki bight. Manuka Resources is well-placed to deliver significant shareholder value, driven by a phased strategy that includes a clear pathway to near-term precious metals production.
Manuka Resources (ASX:MKR) is focused on bringing its precious metals assets in the Cobar Basin into production, as well as progressing its New Zealand domiciled Taranaki VTM iron sands project.
The company previously revealed a phased strategy focused on delivering maximum value to its shareholders. The first phase focused on bringing back the Mt Boppy gold mine into production and it released an optimised production plan for the mine restart. At the time, the company believed silver production would follow gold but noted it was flexible in this regard. In any event and simultaneous to this, will be the ongoing development of the Taranaki vanadium titano-magnetite (VTM) project.
The Cobar Basin located in the central-west of New South Wales, is one of the richest mining provinces in Australia, home to some of Australia’s largest mining companies and explorers.
The Mt Boppy gold mine was historically one of the richest in NSW, Australia and produced ~500,000 oz gold at an average grade of 15 grams per ton (g/t) gold. Accordingly, the company is very excited about its exploration potential.
Drone image looking South showing the main components of the Rock Dump and tailing resources in relation to the Mt. Boppy open pit.
The initial five-year mine plan is largely focused on the screening and processing of gold-bearing waste material above ground on the Mt Boppy mine site. The company had been processing these wastes from June 2023 to December 2023 at its Wonawinta plant and now will look to optimize the process.
The Wonawinta silver project will be the largest primary silver producer in Australia and expected to be back in silver production within 12 months. Manuka has released a maiden ore reserve (under its ownership) of 4.8Mt1 at 53.8g/t silver containing 8.4Moz of silver comprising proven ore reserves of 0.8Mt at 50.8g/t silver; and probable ore reserves of 4.1Mt at 54.3g/t silver. Ore Reserve is based solely on shallow (<40m deep) oxide material.
The Wonawinta 100tph Ball Mill
The gold and silver market appears to be in an upward trend, with prices for both precious metals hitting their all-time highs recently, in Australian dollar terms for silver, which bodes very positively for MKR.
The Mt Boppy gold project comprises three mining leases, four gold leases and one exploration license, spanning an area of more than 210 sq km in the prolific Cobar Basin in New South Wales, Australia. The project was acquired by Manuka in 2019 and has a current mineral resource of 4.3 Mt at 1.19 g/t gold. This includes a combination of oxidized and transitional/fresh mineralization in the ground, as well as mineralized rock dumps and tailings.
Historically, Manuka Resources has processed its stockpiles and gold mineralized waste products through its Wonawinta processing plant. However, inefficiencies associated with trucking and processing ore at the distant Wonawinta plant has led the company to revise its strategy. It is now looking to construct a processing plant at Mt Boppy so that ore from the mine can be processed on-site. Mt Boppy has excellent infrastructure including a 48-person mine camp and is fully permitted for the proposed processing plant and on-site production.
The updated mineral resource comprises 4.28 Mt at 1.19 g/t gold for 163 koz of contained gold, of which 82 percent is in the measured and indicated categories.
An on-site plant will offer significant cost savings and improve the project economics.
Manuka Resources anticipates Mt Boppy to deliver total EBITDA of >AU$90 million and cash flow of >AU$80 million over a five-year mine life.
The Wonawinta project is fully permitted with all the necessary infrastructure, including an 850,000 to 1 million tpa processing plant. The plant has been used for processing ore from Mt Boppy. The Wonawinta silver mine is currently under care and maintenance. The company is considering the possibility of resuming operations at Wonawinta, leveraging the improved silver price environment. Manuka has released a maiden ore reserve (under its ownership):
The maiden silver ore reserve and the preparation of an implementation plan for Wonawinta support the potential restart of silver mining and processing operations in the near
future. The company is reviewing its silver restart plans in light of the current price increases and expects to announce a decision before the end of May 2025.
The Taranaki VTM project is located within New Zealand's exclusive economic zone, approximately 22 to 36 kilometres offshore, outside the 12 nautical mile boundary from the coastline. The project boasts a JORC resource of 3.2 billion tons at 10.17 percent iron oxide, 1.03 percent titanium dioxide and 0.05 percent vanadium oxide. It holds a mining license allowing initial extraction of 50 million tons annually, resulting in 5 million tons of VTM concentrate per year for 20 years (concentrate grade of 56 to 57 percent iron, 8.5 percent titanium dioxide and 0.5 percent vanadium pentoxide). At this extraction rate, the JORC resource provides approximately 60 years of potential mining inventory.
The project was included in the New Zealand government's Schedule 2 of the Fast Track Approvals Act 2024. The next step for Manuka was to complete pre-feasibility study (“PFS”) on the project. This was released to the market on 26 March 2025 and presents an extremely robust economic outlook for the project as can be seen below.
Dennis Karp is a former commodities trader with nearly four decades of corporate experience. He started his career in 1983 and worked in HSBC until 1997 before moving to Tennant, one of Australia’s largest physical commodities trading companies with operations in Asia and Europe. He was a principal shareholder of Tennant Metals until 2010 and a managing director until December 2014. He founded ResCap in December 2014. Since then, he has participated in diverse resource projects and investment opportunities across base metals and bulk commodities. He holds a Bachelor of Commerce from the University of Cape Town.
Alan Eggers has over 40 years of experience in the mining sector. He is a geologist and was the founder of Summit Resources, which became an ASX top 200 company and was acquired by Paladin Energy in 2007 for AU$1.2 billion. Throughout his career, he has held director positions at numerous companies. He holds a Bachelor of Science, Honours, and Master of Science degrees from Victoria University of Wellington. He is recognized as a fellow of the Society of Economic Geologists and holds memberships in AusIMM and the Australian Institute of Geoscientists.
John Seton is a lawyer with extensive experience in the mineral resources sector. He has served as director in several ASX and NZX listed companies. He holds a Bachelor of Laws from Victoria University, Wellington, and a Master of Law (Honours) from the University of Auckland and is a chartered fellow of the New Zealand Institute of Directors.
Haydn Lynch has over 25 years of experience in M&A, capital markets and private equity. He has been involved in executing several domestic and cross-border transactions in various sectors including metals and mining, and industrials. He has held leadership roles in global investment banks, including Bankers Trust Australia, Investec Bank, RBC Capital Markets and Southern Cross Equities. He has undergraduate degrees in mechanical engineering and economics from the University of Queensland and a Master in Commerce from the University of New South Wales.
Dieter Engelhardt has over 30 years of experience in the mining industry including roles as senior metallurgist at Telfer Gold Mine and Northparkes Mines, resident manager at McKinnons Gold Mine, and manager of ore processing at CSA Mine. Engelhardt was employed by Newcrest Mining (now Newmont) in various roles, including as manager of ore processing and principal metallurgist.
Phil Bentley has over 40 years of experience in the mining industry across New Zealand, South Africa, and Australia, holding senior geological roles as well as senior management and director positions. He has worked as a chief geologist at Randgold Resources and Randgold & Exploration, Global Head of Exploration at Trafigura Mining Services, and Principal Geologist Africa at CSA Global South Africa. He is a Qualified person under NI 43-101 (Canada) and JORC (Australia) and is a Fellow of the South African Geological Society. He holds a Bachelor of Science (Honours) in Geology at Victoria University of Wellington. He also has a Masters of Science in Economic Geology at Victoria University of Wellington and a Master’s of Science in Mineral Exploration from Rhodes University, Grahamstown South Africa.
Near-term production from both its silver and gold projects located in the Cobar Basin, Central West, New South Wales
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Highlights
Cygnus Managing Director David Southam said : "We have been generating outstanding results at Chibougamau and the proceeds of this raising will enable us to unlock the value much faster. "There is clearly immense scope to grow and upgrade the project's resource on the back of Corner Bay and Golden Eye. Given this potential, we want to move as quickly as possible on the exploration front and advance our study work at the same time. "This comes against a backdrop of increased M&A activity in the copper space which demonstrates that finding high-grade copper/gold projects with infrastructure in mining friendly jurisdictions are rare – we just happen to have one of the best". | ||
Cygnus Metals Limited (ASX:CY5) is pleased to advise that it has received commitments from institutional and sophisticated investors to raise A$18.3 million (before costs) through the issue of 212,790,697 fully paid ordinary shares in the Company ("Shares") at an issue price of A$0.086 per Share ("Placement"). Pro-forma cash at bank at 30 June 2025 is forecast to be approximately A$23.7m (before Placement costs).
Use of funds
Proceeds of the Placement are planned to be used at the Chibougamau Copper-Gold Project to cover exploration, resource growth, resource conversion, permitting and advancing studies from the preliminary economic assessment ("PEA") previously completed by Doré Copper Mining Corp. in 2022. Other uses include general working capital and costs associated with the Placement.
Note: Cygnus cautions that the PEA is a preliminary technical, conceptual and economic study undertaken by Doré of the initial evaluation and potential development of the Chibougamau Project. It is at scoping study level only, which is based on a lower level of technical assessment that is not sufficient to support the estimation of Ore Reserves and is inherently uncertain. The production targets and forecast financial information disclosed in the PEA are underpinned by Measured Mineral Resources (approximately 1.17%), Indicated Mineral Resources (approximately 32.10%) and Inferred Mineral Resources (approximately 66.73%). However, Cygnus is not able to disclose the outcomes of the PEA as the significant proportion of Inferred Resources included in the Life of Mine means that pursuant to ASX and ASIC guidance there is not considered to be sufficiently reasonable grounds for the production targets and forecast financial information disclosed in the PEA. Accordingly, Cygnus is not disclosing the production targets and forecast financial information reported in the PEA and cautions investors against making investment decisions based on such targets and forecasts.
Placement
Cygnus will undertake the Placement in two tranches:
The issue price represents a discount of 8.5% to the last closing price of A$0.094 on Tuesday, 17 June 2025 and an 11.1% discount to the 15-day VWAP of A$0.097.
Indicative Timetable*
Event | Date | |
Trading Halt lifted | Friday, 20 June 2025 | |
Settlement of Tranche 1 Shares | Thursday, 26 June 2025 | |
Issue and application for quotation of Tranche 1 Shares | Friday, 27 June 2025 | |
General meeting of Cygnus shareholders to approve issue of Tranche 2 Shares | Targeting August 2025 | |
Settlement of Tranche 2 Shares | Shortly after receipt of shareholder approval | |
* The above timetable is indicative only and remains subject to change at Cygnus' discretion, subject to compliance with the Corporations Act, the ASX Listing Rules and other applicable laws. Cygnus reserves the right to change the timetable, subject to regulatory requirements.
David Southam | Ernest Mast | Media: |
Executive Chair | President & Managing Director | Paul Armstrong |
T: +61 8 6118 1627 | T: +1 647 921 0501 | Read Corporate |
E: info@cygnusmetals.com | E: info@cygnusmetals.com | T: +61 8 9388 1474 |
About Cygnus Metals
Cygnus Metals Limited (ASX: CY5, TSXV: CYG, OTCQB: CYGGF) is a diversified critical minerals exploration and development company with projects in Quebec, Canada and Western Australia. The Company is dedicated to advancing its Chibougamau Copper-Gold Project in Quebec with an aggressive exploration program to drive resource growth and develop a hub-and-spoke operation model with its centralised processing facility. In addition, Cygnus has quality lithium assets with significant exploration upside in the world-class James Bay district in Quebec, and REE and base metal projects in Western Australia. The Cygnus team has a proven track record of turning exploration success into production enterprises and creating shareholder value.
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finlay minerals ltd. (TSXV: FYL) (OTCQB: FYMNF) ("Finlay" or the "Company") is pleased to announce the start of the 2025 exploration programs for its PIL and ATTY Properties within the Toodoggone Mining District of Northern British Columbia . These programs are fully funded under the Earn-In Agreements with Freeport-McMoRan Mineral Properties Canada Inc. ("Freeport"). Under these agreements, Freeport can earn up to an 80% interest in each property by investing $35 million in exploration expenditures and making cash payments of $4.1 million over a period of six years. ( Reference #1 ).
The exploration programs at PIL and ATTY are designed to best outline and prioritize as many targets as possible for drill testing in 2026. The 2025 programs at both PIL and ATTY will consist of the following activities with Finlay acting as Operator:
The exploration crews are anticipated to arrive on the PIL Property in the coming week and the exploration programs are expected to extend into late August. Finlay will provide additional updates on the progress and results of the exploration programs as they become available in the coming months.
Finlay's President and CEO, Ilona Lindsay , states:
" The proposed exploration programs for 2025 will permit us to continue to advance these promising projects through systematic exploration," says Lindsay.
"We are excited to build on the successes of previous exploration campaigns, especially given the highly encouraging results seen at the PIL South and in the Wrich area.
Freeport's expertise and funding significantly enhances our ability to carry out systemic and comprehensive exploration across both properties. This is a transformative opportunity for Finlay Minerals. "
PIL Property :
Exploration on the PIL Property will focus on the western Toodoggone porphyry corridor that includes Freeport and Amarc's newly discovered AuRORA Au-Cu porphyry system, Centerra Gold's Kemess North and Kemess East Deposits and the former Kemess South Mine – refer to Figure 1 . Exploration will be prioritized at and around the PIL South Target, working on the theory that the major porphyry centres occur along northeast-southwest trends within this corridor. In 2024, drilling at PIL South intercepted Cu-Au porphyry mineralization. Other targets on the PIL Property include favorable geological, alteration, and surface geochemical environments with other porphyry indicators such as high-sulphidation systems.
Details of the PIL Property exploration targets can be found in the Company's PIL Technical Presentation on the Finlay website at www.finlayminerals.com .
ATTY Property :
Exploration work on the ATTY Property will focus on the Wrich target which is adjacent to the SWT target on the Joy Property. The SWT target hosts a >2 kilometre ("km") copper geochemical anomaly that is open to the south and extends onto the ATTY Property for another 1.2 km to the southeast.
Details of the ATTY Property exploration targets can be found in the Company's ATTY Technical Presentation on the Finlay website at www.finlayminerals.com .
Freeport negotiated Earn-In agreements on both the PIL and ATTY Properties whereby Freeport can earn an 80% interest in each property by spending $35 million in exploration expenditures and $4.1 million cash payments of over six years ( Reference # 1) . Freeport-McMoRan (FCX) is a leading international metals company focused on copper, with major operations in the Americas and Indonesia and significant reserves of copper, gold, and molybdenum.
References:
Qualified Person:
Wade Barnes , P. Geo. and Vice President, Exploration for Finlay Minerals and a qualified person as defined by National Instrument 43-101, has approved the technical content of this news release.
About finlay minerals ltd.
Finlay is a TSXV company focused on exploration for base and precious metal deposits with five properties in northern British Columbia :
Finlay trades under the symbol "FYL" on the TSXV and under the symbol "FYMNF" on the OTCQB. For further information and details, please visit the Company's website at www.finlayminerals.com .
On behalf of the Board of Directors,
Robert F. Brown
Executive Chairman of the Board & Director
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information: This news release includes certain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements in this news release that address events or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as "expect", "plan", "anticipate", "project", "target", "potential", "schedule", "forecast", "budget", "estimate", "intend" or "believe" and similar expressions or their negative connotations, or that events or conditions "will", "would", "may", "could", "should" or "might" occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Forward-looking statements in this news release include statements regarding, among others, the exploration plans for the PIL & ATTY Properties. Although Finlay believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploration successes, and continued availability of capital and financing and general economic, market or business conditions. These forward-looking statements are based on a number of assumptions including, among other things, assumptions regarding general business and economic conditions, the timing and receipt of regulatory and governmental approvals, the ability of Finlay and other parties to satisfy stock exchange and other regulatory requirements in a timely manner, the availability of financing for Finlay's proposed transactions and programs on reasonable terms, and the ability of third-party service providers to deliver services in a timely manner. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Finlay does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future or otherwise, except as required by applicable law.
SOURCE finlay minerals ltd.
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Fully-Funded 4,000 Meter Program with Planned Upsize to Boost High-Grade Silver and Critical Minerals
Silver47 Exploration Corp. (TSXV: AGA) (OTCQB: AAGAF) ("Silver47" or the "Company") is pleased to announce the commencement of a fully-funded drill program at Silver47's wholly-owned Red Mountain VMS Project in south-central Alaska.
Highlights
Drilling Commences at Red Mountain: A core drilling rig is now fully operational at the Red Mountain project in Alaska, actively advancing the first hole of Silver47's 2025 summer exploration program.
Targeting High-Impact Resource Growth: The program focuses on expanding the inferred 168.6 million silver equivalent ounce resource (336 g/t AgEq*) at Dry Creek and West Tundra Flats (see Table 1), where previous drilling by Silver47 and prior operators indicates significant expansion potential.
High-Grade Precious Metals Potential: The 2025 program targets untested areas near historical high-grade intercepts, prioritizing areas richer in silver and gold to enhance Red Mountain's resource base.
Strategic Critical Minerals Focus: Red Mountain hosts five critical minerals scarce in the U.S., including zinc, copper, tin, antimony and gallium, which will be evaluated during this program to support domestic supply chain security.
Upsized Program on the Horizon: Closing of Summa Silver's oversubscribed $6.9 million subscription receipt financing was completed on June 17th, paving the way for a substantial expansion of the current drilling campaign when the Silver47 and Summa Silver merger is complete.
Gary Thompson, CEO of Silver47, stated: "We are excited to kick off a significant drill program at our Red Mountain silver-gold-rich VMS project with a view to expanding the resource base and making new discoveries. The results from previous drill holes, including DC24-106, WT24-33 and DC18-77, demonstrate the robust nature of the Bonnifield district, where Red Mountain is located, and we are eager to build on these successes. This year is shaping up to be transformational for the Company with a full season of drilling and the pending merger with Summa Silver."
Highlights from Previous Drilling (see news releases dated November 21 and 26, 2024 and February 12, 2025):
(AgEq: 106 g/t silver, 0.45 g/t gold, 6.4% zinc, 2.2% lead, and 0.19% copper)
(AgEq: 150.6 g/t silver, 0.82 g/t gold, 5.9% zinc, 2.6% lead, and 0.13% copper)
(AgEq: 418 g/t silver, 0.74 g/t gold, 9.1% zinc, 4.7% lead, 0.105% copper)
(AgEq: 1,435 g/t silver, 2.2 g/t gold, 4.8% zinc, 2.3% lead, 0.5% copper)
*Notes: g/t=grams per tonne; AgEq=silver equivalent; ZnEq=zinc equivalent; m=metres; Ag=silver; Au=gold; Cu=copper; Zn=zinc; Pb=lead; 1ppm=1 g/t. Equivalencies 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 and 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]
Figure 1. Dorado Drilling at the 2025 season's first drill hole at the Red Mountain Project.
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Figure 2. Map of the Dry Creek and West Tundra Flats Deposits.
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Table 1: Combined Open Pit and Underground Inferred Mineral Resource Estimate for the Red Mountain Project, Alaska
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Red Mountain Project Overview
Red Mountain, situated in south-central Alaska, is a high-grade volcanogenic massive sulfide (VMS) deposit wholly owned by Silver47 Exploration Corp. Hosted within the Devonian to Mississippian-aged Totatlanika Schist, the deposit comprises submarine volcanic and volcaniclastic rocks, primarily felsic to intermediate tuffs and flows, ideal for VMS mineralization. The project hosts an inferred resource of 168.6 million silver equivalent ounces at 336 g/t AgEq across the Dry Creek and West Tundra Flats deposits, with high-grade silver, gold, zinc, lead, and copper as reported in the NI 43-101 Technical Report dated January 12, 2024. Of particular importance, both Dry Creek and West Tundra Flats remain open to expansion. Beyond precious and base metals, Red Mountain contains critical minerals-antimony, gallium, zinc, copper, and tin-scarce in the U.S., supporting national supply chain security goals.
The broader Red Mountain property, spanning over 630 square kilometers, remains substantially underexplored. Airborne magnetic and electromagnetic surveys have identified multiple untested targets within the Totatlanika Schist's favorable stratigraphy. These targets, coupled with coincident high-grade mineralized rock samples and anomalous soil geochemistry, suggest strong potential for discovering additional VMS and sedimentary exhalative deposits across the property, positioning Red Mountain as a district-scale opportunity.
Qualified Person
Mr. Alex S. Wallis, P.Geo., is Vice President of Exploration for Silver47 who is a "qualified person" as defined by National Instrument 43-101. Mr. Wallis has verified the data disclosed in this press release, including the sampling, analytical and test data underlying the technical information and has approved the technical information in this press release.
About Silver47 Exploration
Silver47 Exploration Corp., wholly-owns three silver and critical metals (polymetallic) exploration projects in Canada and the US. These projects include the flagship 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. The Company 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 Company trades on the TSXV under the ticker symbol AGA and OTCQB under the ticker symbol AAGAF.
For more information about the Company, please visit www.silver47.ca and see the Technical Report filed on SEDAR+ (www.sedarplus.ca) and titled "Technical Report on the Red Mountain VMS Property Bonnifield Mining District, Alaska, USA with an effective date January 12, 2024, and prepared by APEX Geoscience Ltd."
Silver47 Contact Information
Mr. Gary R. Thompson
Director and CEO
gthompson@silver47.ca
For investor relations
Kristina Pillon
info@silver47.ca
604.908.1695
X: @Silver47co
LinkedIn: Silver47
No securities regulatory authority has either approved or disapproved of the contents of this release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
FORWARD-LOOKING STATEMENTS
This release contains certain "forward-looking statements" and certain "forward-looking information" as defined under applicable Canadian securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "upon" "anticipate", "believe", "continue", "plans" or similar terminology. Forward-looking statements and information include, but are not limited to: closing of the Offering, including the number of Units and FT Units issued in respect thereof; anticipated use of proceeds; expected closing date of the Offering; payment of finder's fees; ability to obtain all necessary regulatory approvals; insider participation in the Offering; the statements in regards to existing and future products of the Company; and the Company's plans and strategies. Forward-looking statements and information are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that, while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Company to control or predict, that may cause the Company's actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including but not limited to: the ability to close the Offering, including the time and sizing thereof, the insider participation in the Offering and receipt of required regulatory approvals; the use of proceeds not being as anticipated; the Company's ability to implement its business strategies; risks associated with general economic conditions; adverse industry events; stakeholder engagement; marketing and transportation costs; loss of markets; volatility of commodity prices; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; industry and government regulation; changes in legislation, income tax and regulatory matters; competition; currency and interest rate fluctuations; and the additional risks identified in the Company's financial statements and the accompanying management's discussion and analysis and other public disclosures recently filed under its issuer profile on SEDAR+ and other reports and filings with the TSXV and applicable Canadian securities regulators. The forward-looking information are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws.
No forward-looking statement can be guaranteed, and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements.
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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
gthompson@silver47.ca
403-870-1166
Silver47 Investor Relations Contact:
Kristina Pillon
info@silver47.ca
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
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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