On August 13, 2025, Quetzal, Silverco and a newly-formed subsidiary of Quetzal ("Quetzal Subco") incorporated under the Business Corporations Act (British Columbia) (the "BCBCA"), entered into the Amalgamation Agreement, which provides for, among other things, a three-cornered amalgamation (the "Amalgamation") pursuant to which (i) Quetzal Subco will amalgamate with Silverco under the BCBCA to form one corporation, and (ii) the securityholders of Silverco will receive securities of Quetzal in exchange for their securities of Silverco at an exchange ratio of 1.88 common shares of Quetzal (the "Quetzal Shares") for each outstanding share of Silverco (subject to adjustments in accordance with the Amalgamation Agreement). Pursuant to the Amalgamation, Quetzal will issue a total of 31,727,854 Quetzal Shares at a deemed price of $1.60 per share. A copy of the Amalgamation Agreement will be available electronically on SEDAR+ (www.sedarplus.ca) under Quetzal's issuer profile in due course.
Completion of the RTO will result in the reverse takeover of Quetzal by Silverco pursuant to the policies of the TSX Venture Exchange (the "TSX-V") (with the resulting entity being the "Resulting Issuer").
As part of the RTO, and subject to any required shareholder and regulatory approvals, Quetzal will: (i) change its name to "Silverco Mining Ltd." or such other name as may be requested by Silverco; (ii) reconstitute the board of directors and management of the Resulting Issuer; (iii) adopt a new equity compensation plan; and (iv) consolidate the Quetzal Shares on a 100:1 basis (the "Consolidation").
The completion of the RTO is subject to the satisfaction of various conditions, including but not limited to satisfactory completion of due diligence by Quetzal and Silverco, the approval of the RTO by the Quetzal shareholders, the approval of the listing of the Resulting Issuer Shares on the TSX-V, and other conditions customary for a transaction of this nature. The RTO cannot close until the required approvals are obtained. There can be no assurance that the RTO will be completed as proposed or at all.
In connection with closing of the RTO, Quetzal will sell, transfer or otherwise dispose of all of its existing mineral properties and associated obligations, with the purchaser indemnifying Quetzal against any pre-existing liabilities associated with such properties.
Quetzal intends to call an annual and special meeting of its shareholders to approve various corporate actions and seek approval of the RTO.
The Amalgamation Agreement was negotiated at arm's length between representatives of Quetzal and Silverco. The board of directors of each of Quetzal and Silverco determined that the RTO is fair to the shareholders of Quetzal and Silverco, respectively.
The Quetzal Shares will remain halted pending further filings with the TSX-V.
There are no finder's fees or commissions payable in respect of the RTO.
Proposed Management Team and Board of Directors of the Resulting Issuer
The Board of Directors of the Resulting Issuer is expected to include Mark Ayranto, Gary Brown, Tim Sorensen and Gregg Bush.
Management of the Resulting Issuer is expected to include Mark Ayranto (President, Chief Executive Officer and Director), Sean Fallis (Chief Financial Officer and Corporate Secretary) and Nico Harvey as Vice President Project Development.
The following are biographies of the currently proposed directors and senior officers of the Resulting Issuer:
Mark Ayranto, President, Chief Executive Officer and Director
Mark Ayranto is an accomplished mining executive with a demonstrated history of success in building and leading high-performing mining organizations. With deep experience spanning exploration, mine development, finance, and operations, Mark is uniquely positioned to drive growth and value creation at Silverco. As Chief Operating Officer at Victoria Gold, he was instrumental in advancing the Eagle Gold Mine from exploration through construction and operations, contributing to a dramatic increase in market capitalization from $8 million to over $1 billion at its peak. This team accomplishment was recognized with the AME's 2021 EA Scholz Award for excellence in mine development, of which Mr. Ayranto was a key member. Mark is the founder and former chair of Banyan Gold. He also served as President of the Yukon Chamber of Mines and Chair of the Yukon Mineral Advisory Board. He holds degrees from Dalhousie and Royal Roads University.
Sean Fallis, Chief Financial Officer
Mr. Fallis has over 20 years of finance experience including more than ten years with public mining companies whose principal assets were in Latin America. He was recently part of the team tasked with turning around the performance of Sierra Wireless, Inc., which resulted in the sale of Sierra Wireless to Semtech Corporation for $1.8 billion. In addition to core finance functions, Mr. Fallis has led functions including corporate development, investor relations, information technology and global facilities. Mr. Fallis holds the Chartered Professional Accountant designation and has a Bachelor of Science in Computer Science from Simon Fraser University.
Nico Harvey, Vice President Project Development
Nico Harvey is an accomplished mining engineer with over a decade of operational and technical expertise in the mining industry. As Vice President Project Development, Mr. Harvey leads the advancement and development of Silverco's full project portfolio. Holding a Mining Engineering degree from the University of British Columbia, he has extensive experience in gold, copper, and coal operations, spanning large-scale open pit and underground environments. Having progressed through increasingly senior technical and operational roles, Nico has a proven track record in optimizing operational performance, performing due diligence evaluations, delivering technical projects, and promoting sustainable development.
Gary Brown, Director
Mr. Brown brings over 35 years of experience as a finance professional, most recently as the Chief Financial Officer of Wheaton Precious Metals Corp. ("Wheaton"), a position he held for almost 17 years prior to his retirement on March 31, 2025. At Wheaton, Mr. Brown played an integral role in the company's financial growth, strategic direction, and risk management, all contributing to Wheaton's industry-leading success in the precious metal streaming business. Prior to Wheaton, Mr. Brown held senior financial roles at Westcoast Energy Inc., CAE Inc., Creo Inc., and TIR Systems Ltd. and holds professional designations as both a Chartered Professional Accountant and a Chartered Financial Analyst, having earned a Masters Degree in Accounting at the University of Waterloo.
Tim Sorenson, Director
Tim Sorensen brings over 25 years of experience in institutional equity sales with a specialized focus on the mining sector. Over the course of his career, he has played a direct role in raising more than $5 billion in capital for mining companies, supporting exploration, development, and production-stage projects worldwide. He currently serves as CEO of TSCG Capital, a mining-focused merchant bank providing strategic advisory and financing solutions to resource companies. In addition, he is Managing Partner at Velocity Capital Partners, a subsidiary of Velocity Trade Capital which is an independent fx, commodity and equity brokerage firm headquartered in Toronto. Mr. Sorensen is recognized for his deep industry relationships, capital markets expertise, and strategic insight into mining trends, making him a valuable asset to the board and a trusted advisor within the mining investment community.
Gregg Bush, Director
Gregg Bush is a Metallurgical Engineer with more than 40 years of experience in feasibility, mine development, operations, international M&A, permitting, alternative infrastructure projects supporting mine development and project engineering. He is fluent in Spanish and has experience in operations based in Chile, the US, Mexico and Canada. Gregg has held positions as Chief Operating Officer for Capstone Mining, where he oversaw operating and organic growth projects for the corporation, and as COO of Minefinders, where he was responsible for the construction and commissioning of the Dolores project in Chihuahua. Prior to joining Minefinders, Gregg spent 17 years with Placer Dome and Barrick in North and South America. Mr. Bush started his career as a metallurgist with Chino Mines Company, a Division of Kennecott Copper. He holds a Bachelor of Science in Metallurgical Engineering from the University of Texas at El Paso.
Bridge Loan
In addition, Quetzal has entered into a $500,000 debt financing arrangement ("Bridge Loan Financing") with two arms-length third parties. Proceeds from the Bridge Loan Financing will be used for general working capital purposes and for closing and other costs related to the Transaction. Prior to closing of the Transaction, settlement of the Bridge Loan Financing will be made in Quetzal Shares at a deemed price equal to $1.60 (on a post-Consolidation basis).
Additional Information
The full particulars of the RTO, the material properties of the Resulting Issuer, and the Resulting Issuer will be described in the management information circular of Quetzal (the "Circular"), which will contain the information required pursuant to listing statement requirements under the policies of the TSX-V. A copy of the Circular will be available electronically on SEDAR+ (www.sedarplus.ca) under Quetzal's issuer profile in due course.
Investors are cautioned that, except as disclosed in the Circular to be prepared in connection with the RTO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Quetzal should be considered highly speculative.
Silverco Mining Corp.
"Mark Ayranto"
Mark Ayranto
CEO
Cautionary Note Regarding Forward-Looking Statements
This news release contains statements that constitute "forward-looking statements." Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause Quetzal's, Silverco's and the Resulting Issuer's actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur.
Forward-looking statements in this document include, among others, statements relating to expectations regarding the completion of the RTO (including all required approvals), the listing on the TSX-V, the business plans of the Resulting Issuer, the composition of management and the board of the Resulting Issuer and other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others: that there is no assurance that the parties hereto will obtain the requisite director, shareholder and regulatory approvals for the RTO, and there is no assurance that the RTO will be completed as anticipated, or at all; following completion of the RTO, the Resulting Issuer may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions acceptable; compliance with extensive government regulation; domestic and foreign laws and regulations could adversely affect the Resulting Issuer's business and results of operations; and the stock markets have experienced volatility that often has been unrelated to the performance of companies and these fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance.
The forward-looking information contained in this news release represents the expectations of Quetzal and Silverco as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. Neither Quetzal nor Silverco undertakes obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Completion of the transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Quetzal should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/262775
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