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TORONTO, ON, January 10, 202 5 TheNewswire - Silver Crown Royalties Inc. (" Silver Crown ", " SCRi ", the " Corporation ", or the " Company ") (CBOE:SCRI; OTCQX:SLCRF; FRA:QS0) wishes to provide an update on its 2024 progress and 2025 expectations. Based on minimum silver payment obligations, we anticipate receipt of cash payments on 15,180 ounces of silver for 2024 and 36,063 ounces of silver in 2025 on our royalty portfolio.
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B acTech Environmental Corp. ("BacTech")– Bioleaching Facility in Tanquel, Ecuador
In the fourth quarter of 2024 we closed our first all-equity royalty purchase transaction on BacTech's future bioleaching facility in Tenguel, Ecuador and issued C$1.0 million of units of the Company (" Units ") at a deemed price of C$10 per Unit at closing. Each Unit consists of one common share in the capital of the company and one warrant entitling the holder thereof to acquire another common share at a price of C$16.00 for a period of 36 months from closing. BacTech is advancing a bioleaching facility in Ecuador with the expectation of first production within the next two years. Upon full deployment of royalty payments (an additional C$3.0 million in common shares at a deemed price of at C$10.00 per common share) BacTech is to deliver 90% of silver produced or 35,000 ounces per year, for a minimum of ten years, whichever is higher.
BacTech continues to make positive advancements regarding its bioleaching initiatives. Early last year BacTech, in collaboration with MIRARCO Mining Innovation, commissioned a bioleaching pilot plant in Sudbury to test bioleaching processes on pyrrhotite tailings, targeting the recovery of nickel, cobalt, and other valuable by-products. The pilot plant has completed baseline campaigns to ensure operational readiness, with full-scale testing planned to commence shortly. BacTech continues to expand its search for historic mine tailings in northern Peru to potentially supply feed for the Ecuador project or establish a base for a new plant near Trujillo, in northern Peru.
Gold Mountain – Elk Gold Mine, British Columbia, Canada
At the end of the third quarter of 2024 Silver Crown received the C$124,299 minimum royalty payment from Elk Gold Mining Corp. pursuant to the terms of the royalty agreement dated May 11, 2023. Cash payments delivered to Silver Crown pursuant to the terms of the Royalty Agreement now total C$216,296.
Gold Mountain encountered various financial challenges that reflected ongoing operational issues, including commissioning difficulties and delays that impacted production levels at the Elk Mine. These challenges stemmed from grade control and sampling inefficiencies during ramp-up, resulting in lower-than-forecast ore production. To address these challenges, the Company implemented a series of financial restructuring initiatives, that included issuing additional common shares, converting secured debt, raising additional capital by way of a convertible debenture and restructured secured obligations to improve its financial position.
Winter operations commenced in late November of 2024, with a planned return to normal operations by late February. The first phase of infill drilling, focused on the east bench, has been completed, supported by Phase 1 financing for exploration drilling. Currently, mining is focused on the east face of Pit 1, targeting the 1300 series vein system at surface. Construction of a new crushing and ore sorting system is set to begin by the end of the month, with the sorting system expected to significantly improve grades.
Pilar Gold Inc. – PGDM Mine, Goiás, Brazil
The restart of commercial production at the PGDM Complex was delayed from Q3 2024 to Q1 2025. Accordingly, while Pilar de Goiás Desenvolvimento Mineral Ltda. has acknowledged its obligation to make minimum royalty payments during Q3 2024 and Q4 2024, it has defaulted on its obligation to make its minimum royalty payment in the amount of US$81,536.41 for the quarter ending September 30, 2024 in accordance with the terms of the amended and restated royalty agreement dated April 26, 2024 between Silver Crown and Pilar (the " A&R Royalty Agreement "). The Company had previously agreed to forbear on enforcement action under the A&R Royalty Agreement pursuant to a letter forbearance agreement whereby Pilar agreed to release the C$100,000 contained in a segregated cash account to the Company and pay the balance of the Royalty Payment for the third quarter of 2024 and replenish the Segregated Cash Account no later than December 31, 2024. However, Pilar failed to pay the balance of the Royalty Payment for the third quarter of 2024 and failed to replenish the Segregated Cash Account on December 31, 2024.
Silver Crown will work in good faith with Pilar to cure the ongoing default and provide a further update to the market as soon as possible.
PPX Mining Corp. - Igor 4 project, Peru
During the fourth quarter in 2024 Silver Crown announced the signing of a definitive royalty agreement for up to 15% of the cash equivalent of silver produced from the Igor 4 project in Peru for an aggregate of US$2.5 million in cash. The first tranche of US$1.0 million is to be paid on closing which is expected to occur in early 2025, with the second tranche of US$1.5 million to be paid within six months of Closing. The Royalty will be payable immediately based on current operations at the Project and, beginning on and from the earlier of October 1, 2025 and the startup of metallurgical operations at the 250 tpd CIL and flotation plant currently under construction, will provide for minimum deliveries of the cash equivalent of 14,062.5 ounces of silver per quarter up to a total of 225,000 ounces. Upon the closing of the second tranche, and upon the delivery of the cash equivalent of an aggregate of 225,000 ounces of silver to Silver Crown, the Royalty will automatically terminate. PPX intends to use the proceeds from the sale of the Royalty together with other sources of financing to complete the construction of the Beneficiation Plan.
Peter Bures, Silver Crown's Chief Executive Officer commented, "We are very pleased to continue our collaboration with PPX and are excited about the opportunities the new year will bring. We have great faith in the company as skilled operators and are happy to support them in achieving their production milestones. We continue to be encouraged with progress at GMTN. Although we are disappointed by the non-payment of the PDGM royalty, we note the minimal impact (~C$14,000) to Silver Crown's revenues to date as we have set up internal protection against such an eventuality. In the meantime, we have been able to identify numerous opportunities to grow our revenue and will continue to advance such opportunities."
ABOUT Silver Crown Royalties INC.
Founded by industry veterans, SCRi is a publicly traded, silver royalty company. SCRi currently has four silver royalties of which three are revenue-generating. Its business model presents investors with precious metals exposure allowing for a natural hedge against currency devaluation while minimizing the negative impact of cost inflation associated with production. SCRi endeavors to minimize the economic impact on mining projects while maximizing returns for shareholders.
For further information, please contact:
Peter Bures
Chairman and CEO
Telephone: (416) 481-1744
Email: pbures@silvercrownroyalties.com
FORWARD-LOOKING STATEMENTS
This release contains certain "forward looking statements" and certain "forward-looking information" as defined under applicable Canadian and U.S. securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "should", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. The forward-looking information contained herein is provided for the purpose of assisting readers in understanding management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. Forward-looking statements and information include but are not limited to statements with respect to SCRi's ability to achieve its strategic objectives in the future and its ability to target additional operational silver-producing projects. 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 information is subject to known and unknown risks, uncertainties and other factors that may cause the actual actions, events or results to be materially different from those expressed or implied by such forward-looking information, including but not limited to: the impact of general business and economic conditions; the absence of control over mining operations from which SCRi will purchase gold and other metals or from which it will receive royalty payments and risks related to those mining operations, including risks related to international operations, government and environmental regulation, delays in mine construction and operations, actual results of mining and current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined; accidents, equipment breakdowns, title matters, labor disputes or other unanticipated difficulties or interruptions in operations; SCRi's ability to enter into definitive agreements and close proposed royalty transactions; the inherent uncertainties related to the valuations ascribed by SCRi to its royalty interests; problems inherent to the marketability of gold and other metals; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; industry conditions, including fluctuations in the price of the primary commodities mined at such operations, fluctuations in foreign exchange rates and fluctuations in interest rates; government entities interpreting existing tax legislation or enacting new tax legislation in a way which adversely affects SCRi; stock market volatility; regulatory restrictions; liability, competition, the potential impact of epidemics, pandemics or other public health crises on SCRi's business, operations and financial condition, loss of key employees. SCRi has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. SCRi undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available.
This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities of the Company in Canada, the United States or any other jurisdiction. Any such offer to sell or solicitation of an offer to buy the securities described herein will be made only pursuant to subscription documentation between the Company and prospective purchasers. Any such offering will be made in reliance upon exemptions from the prospectus and registration requirements under applicable securities laws, pursuant to a subscription agreement to be entered into by the Company and prospective investors. 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. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.
CBOE CANADA DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.
Copyright (c) 2025 TheNewswire - All rights reserved.
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TORONTO, ON, December 16, 2024 TheNewswire - Silver Crown Royalties Inc. (" Silver Crown ", " SCRi ", the " Corporation ", or the " Company ") (CBOE:SCRI; OTCQX:SLCRF; FRA:QS0) is pleased to announce the signing of a definitive silver royalty agreement (the " Agreement ") with PPX Mining Corp. (" PPX ") (TSXV:PPX; BVL:PPX).
The Agreement contemplates the acquisition of a royalty (the " Royalty ") for up to 15% of the cash equivalent of silver produced from PPX's Igor 4 project in Peru (the " Project ") less customary deductions for an aggregate of US$2.5 million in cash. The first tranche of US$1.0 million is to be paid on closing (" Closing ") which is expected to occur in early 2025, with the second tranche of US$1.5 million (the " Second Tranche ") to be paid within six months of Closing. Upon Closing, Silver Crown will be granted a Royalty for 6% of the cash equivalent of silver produced from the Project which will automatically be increased to 15% upon the completion of the Second Tranche. If the Second Tranche is not completed within 6 months of Closing, PPX may repurchase the royalty for US$1.0 million in cash less any Royalty payments made to date. The Royalty will be payable immediately based on current operations at the Project and, beginning on and from the earlier of October 1, 2025 and the startup of metallurgical operations at the 250 tpd CIL and flotation plant currently under construction at the Project (the " Beneficiation Plant "), will provide for minimum deliveries of the cash equivalent of 14,062.5 ounces of silver per quarter up to a total of 225,000 ounces. Upon the closing of the Second Tranche, and upon the delivery of the cash equivalent of an aggregate of 225,000 ounces of silver to Silver Crown, the Royalty will automatically terminate. PPX intends to use the proceeds from the sale of the Royalty together with other sources of financing to complete the construction of the Beneficiation Plan.
Peter Bures, Silver Crown's Chief Executive Officer commented, "the PPX transaction marks a significant step forward toward free cash flow for the Company while underscoring our diversification strategy. We are thrilled to welcome this Peruvian producer into our expanding portfolio of revenue-generating royalties. With over 20,000 annual silver ounces currently, we anticipate reaching 80,000 silver ounces annually by Q4 2025 with the full completion of this transaction."
ABOUT Silver Crown Royalties INC.
Founded by industry veterans, SCRi is a publicly traded, silver royalty company. SCRi currently has four silver royalties of which three are revenue-generating. Its business model presents investors with precious metals exposure allowing for a natural hedge against currency devaluation while minimizing the negative impact of cost inflation associated with production. SCRi endeavors to minimize the economic impact on mining projects while maximizing returns for shareholders.
For further information, please contact:
Peter Bures
Chairman and CEO
Telephone: (416) 481-1744
Email: pbures@silvercrownroyalties.com
FORWARD-LOOKING STATEMENTS
This release contains certain "forward looking statements" and certain "forward-looking information" as defined under applicable Canadian and U.S. securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "should", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. The forward-looking information contained herein is provided for the purpose of assisting readers in understanding management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. Forward-looking statements and information include but are not limited to statements with respect to SCRi's ability to achieve its strategic objectives in the future and its ability to target additional operational silver-producing projects. 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 information is subject to known and unknown risks, uncertainties and other factors that may cause the actual actions, events or results to be materially different from those expressed or implied by such forward-looking information, including but not limited to: the impact of general business and economic conditions; the absence of control over mining operations from which SCRi will purchase gold and other metals or from which it will receive royalty payments and risks related to those mining operations, including risks related to international operations, government and environmental regulation, delays in mine construction and operations, actual results of mining and current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined; accidents, equipment breakdowns, title matters, labor disputes or other unanticipated difficulties or interruptions in operations; SCRi's ability to enter into definitive agreements and close proposed royalty transactions; the inherent uncertainties related to the valuations ascribed by SCRi to its royalty interests; problems inherent to the marketability of gold and other metals; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; industry conditions, including fluctuations in the price of the primary commodities mined at such operations, fluctuations in foreign exchange rates and fluctuations in interest rates; government entities interpreting existing tax legislation or enacting new tax legislation in a way which adversely affects SCRi; stock market volatility; regulatory restrictions; liability, competition, the potential impact of epidemics, pandemics or other public health crises on SCRi's business, operations and financial condition, loss of key employees. SCRi has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. SCRi undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available.
This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities of the Company in Canada, the United States or any other jurisdiction. Any such offer to sell or solicitation of an offer to buy the securities described herein will be made only pursuant to subscription documentation between the Company and prospective purchasers. Any such offering will be made in reliance upon exemptions from the prospectus and registration requirements under applicable securities laws, pursuant to a subscription agreement to be entered into by the Company and prospective investors. 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. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.
CBOE CANADA DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.
Copyright (c) 2024 TheNewswire - All rights reserved.
News Provided by TheNewsWire via QuoteMedia
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Silver Crown Royalties Inc. ("Silver Crown", "SCRi", the "Corporation", or the "Company") (Cboe:SCRI; OTCQX:SLCRF; FRA:QS0) is pleased to announce financial results and MD&A for the third quarter ended September 30, 2024 are being filed on SEDAR+ and our website today
In the third quarter SCRi received payments on 4,245 silver ounces (C$164,425). This compares favorably to the prior quarter ended June 30, 2024 of 2,880 ounces (C$107,875) and last year's third quarter ended September 30, 2023 of 1,500 ounces (C$42,627).
Peter Bures, Silver Crown's Chief Executive Officer, commented, "We're very proud to note that over the last year, we were able to increase silver delivery payments by 183%. Further, we increased revenues by almost 300% while the silver price increased 40% over the same timeframe. With our robust pipeline of opportunities, we continue to target aggressive silver delivery growth into next year and beyond."
Summary of Quarterly Results:
Three | Three | Three | |
Attributable Silver Deliveries | 4,245 | 2,880 | 1,500 |
% change (Q/Q and Y/Y) | 47% | 183% | |
Revenue | 164,425 | 107,785 | 42,627 |
% change (Q/Q and Y/Y) | 52% | 286% |
ABOUT Silver Crown Royalties INC.
Founded by industry veterans, Silver Crown is a publicly traded, silver royalty company. SCRi currently has four silver royalties of which two are revenue-generating. Its business model presents investors with precious metals exposure allowing for a natural hedge against currency devaluation while minimizing the negative impact of cost inflation associated with production. SCRi endeavors to minimize the economic impact on mining projects while maximizing returns for shareholders.
For further information, please contact:
Peter Bures
Chairman and CEO
Telephone: (416) 481-1744
Email: pbures@silvercrownroyalties.com
FORWARD-LOOKING STATEMENTS
This release contains certain "forward looking statements" and certain "forward-looking information" as defined under applicable Canadian and U.S. securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "should", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. The forward-looking information contained herein is provided for the purpose of assisting readers in understanding management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. Forward-looking statements and information include but are not limited to statements with respect to our robust pipeline of opportunities, we continue to target aggressive silver delivery growth into next year and beyond . 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 information is subject to known and unknown risks, uncertainties and other factors that may cause the actual actions, events or results to be materially different from those expressed or implied by such forward-looking information, including but not limited to: the impact of general business and economic conditions; the absence of control over mining operations from which SCRi will purchase gold and other metals or from which it will receive royalty payments and risks related to those mining operations, including risks related to international operations, government and environmental regulation, delays in mine construction and operations, actual results of mining and current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined; accidents, equipment breakdowns, title matters, labor disputes or other unanticipated difficulties or interruptions in operations; SCRi's ability to enter into definitive agreements and close proposed royalty transactions; the inherent uncertainties related to the valuations ascribed by SCRi to its royalty interests; problems inherent to the marketability of gold and other metals; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; industry conditions, including fluctuations in the price of the primary commodities mined at such operations, fluctuations in foreign exchange rates and fluctuations in interest rates; government entities interpreting existing tax legislation or enacting new tax legislation in a way which adversely affects SCRi; stock market volatility; regulatory restrictions; liability, competition, the potential impact of epidemics, pandemics or other public health crises on SCRi's business, operations and financial condition, loss of key employees. SCRi has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. SCRi undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available.
This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities of the Company in Canada, the United States or any other jurisdiction. Any such offer to sell or solicitation of an offer to buy the securities described herein will be made only pursuant to subscription documentation between the Company and prospective purchasers. Any such offering will be made in reliance upon exemptions from the prospectus and registration requirements under applicable securities laws, pursuant to a subscription agreement to be entered into by the Company and prospective investors. 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. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.
CBOE CANADA DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.
Copyright (c) 2024 TheNewswire - All rights reserved.
News Provided by TheNewsWire via QuoteMedia
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TORONTO, ON TheNewswire - October 28, 2024 Silver Crown Royalties Inc. ("Silver Crown", "SCRi", the "Corporation", or the "Company") (Cboe:SCRI; OTCQX:SLCRF; FRA:QS0) is pleased to announce the signing of a definitive royalty purchase agreement (the " Agreement ") with BacTech Environmental Corporation (" BacTech ") (CSE:BAC, OTCQB:BCCEF). Pursuant to the terms of the Agreement, SCRi will be granted a royalty on BacTechs's future bioleaching facility in Tenguel, Ecuador (the " Project ") equal to the cash equivalent of 90% of the silver processed at Project (the " Royalty "). Additionally, the Royalty provides that SCRi is to receive payments of a minimum 35,000 ounces annually for at least ten years following the commencement of regular processing operations at the Project (" Commercial Production ").
The total purchase price for the Royalty is C$4,000,000 in SCRi units (" Units ") at a deemed value of C$10.00 per Unit, with each Unit consisting of a common share of SCRi and a common share purchase warrant entitling the holder to acquire an additional Common Share at a price of C$16.00 for a period of 36 months from issue, will be deployed in three tranches based on milestones as follows:
1) 100,000 Units will be issued to Bactech upon the grant of the Royalty at Closing,
2) 100,000 Units will be issued upon BacTech successfully financing the Project, and
3) 200,000 Units will be issued upon BacTech achieving Commercial Production.
Peter Bures, Silver Crown's Chief Executive Officer, commented, "We believe this transaction opens the door to a very exciting new opportunity for Silver Crown Royalties in Ecuador—a country with immense potential that is gaining recognition from companies such as Lundin Gold, Franco-Nevada, Osisko Gold Royalties, BHP and SolGold. Additionally, we are eager to cultivate a partnership with an operator that utilizes environmentally sensitive methods for precious metals extraction and seeks an innovative approach to further unlock value."
Ross Orr, BacTech's President and Chief Executive Officer, added: "We are happy to be working with Silver Crown. Many of the projects that we are looking at contain complimentary amounts of silver, and, as a shareholder in SCRi, it only makes sense for them to be our first call with any future silver ounces we acquire. We look forward to developing a long-standing mutual relationship with Silver Crown."
ABOUT BACTECH ENVIRONMENTAL
BacTech Environmental Corporation is a company that specializes in environmental technology. We use a process called bioleaching to recover metals like gold, silver, cobalt, nickel, and copper while also safely removing harmful contaminants like arsenic. This process is eco-friendly and uses naturally occurring bacteria that are safe for both humans and the environment. By using our proprietary method of bioleaching, we can neutralize toxic concentrates and tailings while also creating profitable opportunities. The company is publicly traded on several stock exchanges, including the CSE, OTCQB, and Frankfurt Stock Exchange.
ABOUT Silver Crown Royalties INC.
Founded by industry veterans, Silver Crown is a publicly traded, silver royalty company. SCRi currently has four silver royalties of which two are revenue-generating. Its business model presents investors with precious metals exposure allowing for a natural hedge against currency devaluation while minimizing the negative impact of cost inflation associated with production. SCRi endeavors to minimize the economic impact on mining projects while maximizing returns for shareholders.
For further information, please contact:
Peter Bures
Chairman and CEO
Telephone: (416) 481-1744
Email: pbures@silvercrownroyalties.com
FORWARD-LOOKING STATEMENTS
This release contains certain "forward looking statements" and certain "forward-looking information" as defined under applicable Canadian and U.S. securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "should", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. The forward-looking information contained herein is provided for the purpose of assisting readers in understanding management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. Forward-looking statements and information include but are not limited to statements with respect to SCRi's ability to achieve its strategic objectives in the future and its ability to target additional operational silver-producing projects. 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 information is subject to known and unknown risks, uncertainties and other factors that may cause the actual actions, events or results to be materially different from those expressed or implied by such forward-looking information, including but not limited to: the impact of general business and economic conditions; the absence of control over mining operations from which SCRi will purchase gold and other metals or from which it will receive royalty payments and risks related to those mining operations, including risks related to international operations, government and environmental regulation, delays in mine construction and operations, actual results of mining and current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined; accidents, equipment breakdowns, title matters, labor disputes or other unanticipated difficulties or interruptions in operations; SCRi's ability to enter into definitive agreements and close proposed royalty transactions; the inherent uncertainties related to the valuations ascribed by SCRi to its royalty interests; problems inherent to the marketability of gold and other metals; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; industry conditions, including fluctuations in the price of the primary commodities mined at such operations, fluctuations in foreign exchange rates and fluctuations in interest rates; government entities interpreting existing tax legislation or enacting new tax legislation in a way which adversely affects SCRi; stock market volatility; regulatory restrictions; liability, competition, the potential impact of epidemics, pandemics or other public health crises on SCRi's business, operations and financial condition, loss of key employees. SCRi has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. SCRi undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available.
This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities of the Company in Canada, the United States or any other jurisdiction. Any such offer to sell or solicitation of an offer to buy the securities described herein will be made only pursuant to subscription documentation between the Company and prospective purchasers. Any such offering will be made in reliance upon exemptions from the prospectus and registration requirements under applicable securities laws, pursuant to a subscription agreement to be entered into by the Company and prospective investors. 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. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.
CBOE CANADA DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.
Copyright (c) 2024 TheNewswire - All rights reserved.
News Provided by TheNewsWire via QuoteMedia
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TORONTO, ON, October 17, 2024 TheNewswire Silver Crown Royalties Inc. ("Silver Crown", "SCRi", the "Corporation", or the "Company") (Cboe: SCRI; OTCQX: SLCRF; FRA: QS0) is excited to announce the appointment of Salman Partners as a Strategic Advisor to the Company.
CEO of Salman Partners, industry icon Terry Salman raised over $20 billion for over 400 exploration and mining companies. His 35+ year portfolio of experience includes executive roles at Nesbitt Thomson (acquired by BMO) where he was instrumental in forming the mining team and its mining conference in the 1990s.
Adding to his mining legacy is his dynamic public service presence, recently appointed to the Order of Canada for his contributions to mining exploration and for his generous philanthropy and community activism. He served with the United States Marine Corps and is a Vietnam veteran. Mr. Salman received an MBA from the University of Hartford. You can read about Mr. Salman's life's work in his recently published book "What We Give: From Marine to Philanthropist: A Memoir," available at https://www.whatwegivebook.com/ .
Mr. Salman remarked: "I am intrigued by this appointment as Strategic Advisor to Silver Crown Royalties. Silver Crown's unique royalty model offers investors a new approach to silver investing. I look forward to an interesting and progress driven working relationship."
"We are thrilled to welcome Terry Salman to our team as advisor. Terry's decades of experience in mining finance combined with his deep industry insights and strong leadership make him an invaluable asset to our team. Terry's commitment to excellence and his proven track record in the sector will be instrumental as we continue to grow and achieve our strategic objectives", commented Peter Bures CEO of Silver Crown Royalties
ABOUT SALMAN PARTNERS
Salman Partners is an independent advisory firm with a distinguished 30-year history in the financial services industry. Since its incorporation in September 1994, the firm has evolved from its origins as a licensed broker-dealer in Canada and the United States to become a trusted advisor in the resource sector. Throughout its extensive history, Salman Partners has provided expert guidance to over 400 companies, maintaining a rich tradition of excellence and integrity in financial advisory services.
ABOUT Silver Crown Royalties INC.
Founded by industry veterans, SCRi is a publicly traded, revenue-generating silver-only royalty company focusing on silver as byproduct credits. SCRi aims to minimize the economic impact on mining projects while maximizing returns for shareholders. SCRi presently has two sources of revenue and continues to build on this foundation, targeting additional operational silver-producing projects.
For further information, please contact:
Peter Bures
Chairman and CEO
Telephone: (416) 481-1744
Email: pbures@silvercrownroyalties.com
FORWARD-LOOKING STATEMENTS
This release contains certain "forward looking statements" and certain "forward-looking information" as defined under applicable Canadian and U.S. securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "should", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. The forward-looking information contained herein is provided for the purpose of assisting readers in understanding management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. Forward-looking statements and information include, but are not limited to statements with respect to SCRi's ability to achieve its strategic objectives in the future and its ability to target additional operational silver-producing projects. 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 information is subject to known and unknown risks, uncertainties and other factors that may cause the actual actions, events or results to be materially different from those expressed or implied by such forward-looking information, including but not limited to: the impact of general business and economic conditions; the absence of control over mining operations from which SCRi will purchase gold and other metals or from which it will receive royalty payments and risks related to those mining operations, including risks related to international operations, government and environmental regulation, delays in mine construction and operations, actual results of mining and current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined; accidents, equipment breakdowns, title matters, labor disputes or other unanticipated difficulties or interruptions in operations; SCRi's ability to enter into definitive agreements and close proposed royalty transactions; the inherent uncertainties related to the valuations ascribed by SCRi to its royalty interests; problems inherent to the marketability of gold and other metals; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; industry conditions, including fluctuations in the price of the primary commodities mined at such operations, fluctuations in foreign exchange rates and fluctuations in interest rates; government entities interpreting existing tax legislation or enacting new tax legislation in a way which adversely affects SCRi; stock market volatility; regulatory restrictions; liability, competition, the potential impact of epidemics, pandemics or other public health crises on SCRi's business, operations and financial condition, loss of key employees. SCRi has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. SCRi undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available.
This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities of the Company in Canada, the United States or any other jurisdiction. Any such offer to sell or solicitation of an offer to buy the securities described herein will be made only pursuant to subscription documentation between the Company and prospective purchasers. Any such offering will be made in reliance upon exemptions from the prospectus and registration requirements under applicable securities laws, pursuant to a subscription agreement to be entered into by the Company and prospective investors. 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. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.
CBOE CANADA DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.
Copyright (c) 2024 TheNewswire - All rights reserved.
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First Majestic Silver Corp. (NYSE: AG) (TSX: AG) (FSE: FMV) (the "Company" or "First Majestic") is pleased to announce that, in connection with the Company's acquisition of Gatos Silver, Inc. (NYSE: GATO) (TSX: GATO) ("Gatos Silver"), the Company's shareholders have approved the issuance of up to 190,000,000 First Majestic common shares ("First Majestic Shares") to holders of shares of common stock of Gatos Silver ("Gatos Silver Shares") in exchange for the acquisition by the Company of all of the outstanding shares of Gatos Silver (the "Transaction"). Approximately 98.44% of the votes cast at the special meeting of the Company's shareholders that was held today were voted in favour of the resolution approving the issuance of up to 190,000,000 First Majestic Shares.
In addition, Gatos Silver's stockholders approved the merger agreement between First Majestic and Gatos Silver (the "Merger Resolution") at a special meeting of Gatos Silver stockholders that was held earlier today, with approximately 71.3% of the outstanding Gatos Silver Shares voted in favour of the Merger Resolution. Upon the consummation of the Transaction, Gatos Silver stockholders will receive 2.55 First Majestic Shares for each Gatos Silver Share held, with any fractional shares to be paid in cash, without interest.
Closing of the Transaction is expected to occur prior to market open on January 16, 2025, subject to the satisfaction or waiver of the remaining customary closing conditions.
ABOUT FIRST MAJESTIC
First Majestic is a publicly traded mining company focused on silver and gold production in Mexico and the United States. The Company presently owns and operates the San Dimas Silver/Gold Mine, the Santa Elena Silver/Gold Mine, and the La Encantada Silver Mine as well as a portfolio of development and exploration assets, including the Jerritt Canyon Gold project located in northeastern Nevada, U.S.A.
First Majestic is proud to own and operate its own minting facility, First Mint, LLC, and to offer a portion of its silver production for sale to the public. Bars, ingots, coins and medallions are available for purchase online at www.firstmint.com, at some of the lowest premiums available.
On September 5, 2024, First Majestic and Gatos Silver announced that they had entered into a definitive merger agreement pursuant to which First Majestic will acquire all of the issued and outstanding shares of Gatos Silver common stock. More information relating to the Transaction can be found on the Company's website, www.firstmajestic.com.
Cautionary Note Regarding Forward-Looking Statements
This news release contains "forward‐looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor created by such sections and other applicable laws and "forward-looking information" under applicable Canadian securities laws (collectively, "forward‐looking statements"). These statements relate to future events or the future performance, business prospects or opportunities of First Majestic that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management of First Majestic made in good faith in light of management's experience and perception of historical trends, current conditions and expected future developments. Forward‐looking statements in this news release include, but are not limited to, statements with respect to closing of the Transaction and timing related thereto. Assumptions may prove to be incorrect and actual results may differ materially from those anticipated. Consequently, guidance cannot be guaranteed. As such, investors are cautioned not to place undue reliance upon guidance and forward‐looking statements as there can be no assurance that the plans, assumptions or expectations upon which they are placed will occur. All statements other than statements of historical fact may be forward‐looking statements.
Actual results may vary from forward‐looking statements. Forward‐looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to materially differ from those expressed or implied by such forward‐looking statements, including but not limited to satisfaction or waiver of all remaining applicable closing conditions for the Transaction on a timely basis or at all including, without limitation, the lack of material changes with respect to First Majestic and Gatos Silver and their respective businesses, as well as additional factors discussed in the section entitled "Description of the Business ‐ Risk Factors" in First Majestic's most recently filed Annual Information Form, available under its profile on SEDAR+ at www.sedarplus.ca, and as an exhibit to its most recently filed Form 40‐F available on EDGAR at www.sec.gov/edgar or on First Majestic's website. Although First Majestic has attempted to identify important factors that could cause actual results to differ materially from those contained in forward‐looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended.
First Majestic believes that the expectations reflected in these forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included herein should not be unduly relied upon. These statements speak only as of the date hereof. First Majestic does not intend, and does not assume any obligation, to update these forward-looking statements or forward-looking information, except as required by applicable laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/237184
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Silver prices breached $30/oz in the second half of May 2024 as investor demand drove prices to their highest in more than a decade. Strong imports and low stocks in China reflect robust solar industry demand, which is expected to maintain momentum in China and elsewhere as economies ramp up their clean energy ambitions. With mine supply struggling to keep pace with demand, we believe further price appreciation is likely, making Silver Crown Royalties well-placed to leverage this positive silver market
Silver Crown Royalties (CBOE CA:SCRI,OTCQX:SLCRF,FRA:QS0) is a revenue-generating silver-only royalty company focusing on silver as by-product credits. The company targets royalty originations on producing or near-producing assets in tier 1 jurisdictions. The company has two current sources of revenue (Gold Mountain and Pilar Gold) and continues to build on this foundation, targeting additional operational silver-producing projects.
As a pure-play silver equity company, Silver Crown offers organic growth, exploration upside and dividend payments. The company’s business model includes acquiring a guaranteed amount of silver delivered as a by-product from mining operations, paying a dividend to shareholders, and keeping all excess cash in silver bullion. “An investment in Silver Crown is a protection against currency devaluation,” says Peter Bures, founder, chairman and CEO of Silver Crown.
Diversification is a key strategy for the company, with the objective to grow its portfolio to more than 200 silver-only royalties that pay dividends, creating more value for shareholders.
Silver Crown is led by board members, founders and advisors with hundreds of years of collective experience in world renowned international brokerage, royalty, fund management and mining companies.
In Q2 2023, Silver Crown Royalties entered into a royalty purchase agreement with Gold Mountain Mining (TSX:GMTN;OTC:GMTNF) on 90 percent of the aggregate gross proceeds of silver sold from the Elk Gold Mine. The Elk Gold Project is a past producing and newly permitted mine located approximately 57 km from Merritt, British Columbia. The claims and leases comprising the Elk Gold Project cover over 21,000 hectares.
On August 21, 2023, Silver Crown announced its entry into a definitive agreement providing for 90 percent of the silver sold as a result of the processing of ores extracted from Pilar Gold’s PGDM complex and related milling operations in Goias State, Brazil. Pilar Gold has a portfolio of operations in Brazil with an annual production of ~45,000 oz gold and medium term aspirations to reach 125,000 oz gold per annum. The company acquired its flagship PGDM operation in April 2021, which includes three underground mines, one open-pit project in the development stage, and a 4,500 tpd modern processing facility along with significant associated infrastructure. PGDM uses a "hub and spoke" strategy with satellite mines in the Goiás region, through which it plans to achieve aggressive production growth over the near term.
On January 18, 2024, Silver Crown announced its entry into a royalty purchase agreement with Tucano Gold, whereby Tucano Gold will deliver 90 percent of the payable silver produced, but no less than the cash equivalent of 7,000 oz annually from the Mina Tucano project. Assuming the closing of the transaction, minimum silver equivalent deliveries start on January 1, 2025, and continue for up to 10 years. Mina Tucano is an open-pit gold mining operation, fully equipped with a modern 10,000 tpd gold plant and sizable resources. Up until 2020, it was producing more than 120,000 oz gold per annum at grades of 1.2 to 1.4 grams per ton.
Silver Crown Royalties signed a definitive silver royalty agreement with PPX Mining (TSXV:PPX, BVL:PPX) to acquire royalty for up to 15 percent of the cash equivalent of silver produced from PPX's Igor 4 project in Peru. PPX Mining conducted drilling in late 2017 and early 2018 and discovered a new, shallow, lower-grade gold and silver mineralized zone at Portachuelos, 800 metres south of the Callanquitas resource.
Peter Bures is a geological and mineral engineer with more than 25 years of mining and metals capital market expertise. Recent experience includes CEO at C2C Gold, co-founder and chief business development officer at Star Royalties, director of global mining sales at BMO Capital Markets (New York), and portfolio management at Sentry Investments, where he co-managed several top-ranked funds. He also held various equity research roles, including VP analyst at Canaccord Genuity, HSBC (New York and Toronto), and Orion Securities. Bures began his career as a mining engineer at Placer Dome and is a graduate of BASc Geo. Eng. at the University of Toronto.
Hassnain Raza is a CPA with more than 20 years of financial experience in Canada, the USA, Europe, Asia and the Caribbean, serving both public and private sector clients. Raza is the founding partner of a boutique consulting firm specializing in CFO advisory services to start-ups and SMEs. Previously held senior management and leadership roles at Namaste Technologies and Senior Manager at KPMG. He is the founder and patron of Allama Iqbal Model School in Pakistan, providing free education (kindergarten to grade 10).
Patrick Sullivan is a mining, M&A, and securities lawyer at Osler, Hoskin & Harcourt LLP. With over a decade of experience in the mining sector, he has advised a wide range of clients in connection with joint ventures, options, mineral property acquisition, royalty and streaming agreements, and mineral tenure issues. Sullivan has acted on several of the most significant mining transactions in Canada, including South32 Limited’s $2.1 billion acquisition of Arizona Mining, Washington Companies’ $1.2 billion acquisition of Dominion Diamond, and Hudbay Minerals’ $555 million acquisition of Augusta Resource Corporation.
Wray Carvelas provided 25 years of visionary leadership, developing and implementing ambitious strategic plans. Carelas is the founder and CEO of Ascencia Group, providing strategic and executive leadership development to the mining industry. He is also a director at Heritage Mining. Carvelas’ previous experience includes senior positions at DRA Global responsible for business growth and development in North and South America, as well as KBR, ELB, and De Beers managing development, production and metallurgical (R&D and capital management).
Frank Balint is a seasoned mining executive with over 35 years of broad-ranging experience in the mining industry. He has been involved in all aspects of the mining life cycle and possesses strong technical skills backed up by solid financial experience that have resulted in a strong exploration and acquisition track record. Previously a senior member of the executive team at Inmet for nearly 20 years, he was crucial in executing corporate strategy that saw Inmet grow its market cap to over $5 billion. He was the former director of Wolfden Resources, which was sold to Zinifex for $363 million. Balint is a licensed professional geologist in Ontario, British Columbia, and the Northwest Territories.
The Board of Directors of SilverCrest unanimously recommends that Securityholders vote FOR the Arrangement Resolution.
Securityholders are encouraged to vote in advance of the proxy cutoff of 10:00 a.m. ( Vancouver time) on February 4, 2025 .
TSX: SIL | NYSE American: SILV
SilverCrest Metals Inc. ("SilverCrest" or the "Company") announced today that it has filed its notice of meeting, management information circular (the "Circular") and related documents (collectively, the "Meeting Materials") with securities regulators in connection with the special meeting (the "Meeting") of the holders (the "Shareholders") of common shares of the Company (the "SilverCrest Shares") and the holders of stock options of the Company (the "Optionholders", and collectively with the Shareholders, the "Securityholders"). The Meeting Materials have also been mailed to Securityholders and can also be accessed at the Company's website at https:silvercrestmetals.comtransaction .
The Meeting is to be held on February 6, 2025 at 10:00 a.m. ( Vancouver time) at the offices of Cassels Brock & Blackwell LLP at Suite 2200, RBC Place, 885 West Georgia Street, Vancouver, British Columbia . The Meeting can also be accessed via live webcast at meetnow.global/MHZWLAD. Only holders of SilverCrest Shares and stock options of record as of the close of business on December 19, 2024 , the record date for the Meeting, are entitled to receive notice of, attend and vote at, the Meeting. Any Securityholder attending the live webcast will not be able to vote during the Meeting. Only Securityholders who are present in person and entitled to vote at the Meeting are able to vote during the Meeting.
At the Meeting, Securityholders will be asked to pass a special resolution (the "Arrangement Resolution") approving an arrangement (the "Arrangement") with Coeur Mining, Inc. ("Coeur"), whereby SilverCrest shareholders will receive 1.6022 shares of Coeur common stock for each SilverCrest Share held (the "Exchange Ratio") pursuant to the terms of an arrangement agreement entered into between SilverCrest and Coeur on October 3, 2024 (the "Arrangement Agreement"). The Exchange Ratio represents an implied value of US$11.34 per SilverCrest common share, based on the closing price of Coeur on the New York Stock Exchange ("NYSE") on October 3, 2024 . This represents an 18% premium based on 20-day volume-weighted average prices of Coeur and SilverCrest each as at October 3, 2024 on the NYSE and NYSE American, respectively, and a 22% premium to the October 3, 2024 closing price of SilverCrest on the NYSE American. The Exchange Ratio implies a total equity value of approximately US$1.7 billion based on SilverCrest Shares outstanding. Upon completion of the Arrangement, existing Coeur stockholders and SilverCrest shareholders will own approximately 63% and 37% of the outstanding common stock of the combined company, respectively, based on the outstanding securities of both companies as at October 3, 2024 .
Benefits to SilverCrest Securityholders
Board Recommendation
The Board, based on its considerations, investigations and deliberations, including a thorough review of the Arrangement Agreement, the fairness opinions of Cormark Securities Inc. and Raymond James Ltd. and other relevant matters, and taking into account the best interests of the Company, and after consultation with management and its financial and legal advisors and having received the unanimous recommendation of the Special Committee, which takes into account, among other things, the fairness opinion that the Special Committee received from Scotiabank, has unanimously determined, that the Arrangement and the entering into of the Arrangement Agreement are in the best interests of the Company, has unanimously approved the Arrangement and recommends that the Securityholders vote FOR the Arrangement Resolution. The determination of the Special Committee and the Board is based on various factors set forth above and described more fully in the Circular.
YOUR VOTE IS IMPORTANT. CAST YOUR VOTE WELL IN ADVANCE OF THE PROXY VOTING DEADLINE.
Securityholders are encouraged to read the Circular in its entirety and vote their SilverCrest Shares and stock options as soon as possible, in accordance with the instructions accompanying the form of proxy or voting instruction form mailed to Securityholders together with the Circular.
The deadline for voting SilverCrest Shares and stock options by proxy is 10:00 a.m. ( Vancouver time) on February 4, 2025 .
How to Vote
___________________________________________________________ | |
1 Based on analyst consensus for 2025. | |
2 This is a non-GAAP performance measure. See "Non-GAAP and Non-IFRS Financial Measures" at the end of this press release, and "Non-GAAP Financial Performance Measures" on page 54 of Coeur's 2023 Annual Report. |
Questions & Voting Assistance
Securityholders who have questions about the Meeting or require assistance in voting may contact the Company's proxy solicitation agent:
Laurel Hill Advisory Group
North American Toll Free | 1-877-452-7184
Outside North America | 1-416-304-0211
By Email | assistance@laurelhill.com
ABOUT SILVERCREST METALS INC.
SilverCrest is a Canadian precious metals producer headquartered in Vancouver, British Columbia . SilverCrest's principal focus is its Las Chispas Operation in Sonora, Mexico . SilverCrest has an ongoing initiative to increase its asset base by expanding current resources and reserves, acquiring, discovering, and developing high value precious metals projects and ultimately operating multiple silver-gold mines in the Americas. SilverCrest is led by a proven management team in all aspects of the precious metal mining sector, including taking projects through discovery, finance, on time and on budget construction, and production.
Non-GAAP and Non-IFRS Financial Measures
This press release contains certain non-GAAP and non-IFRS financial measures, which management believes may enable investors to better evaluate Coeur's and SilverCrest's performance, liquidity and ability to generate cash flow. These measures do not have any standardized definition under U.S. GAAP or IFRS, and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with U.S. GAAP or IFRS, as applicable. Other companies may calculate these measures differently.
Free Cash Flow
Free cash flow subtracts sustaining capital expenditures from net cash provided by operating activities, serving as an indicator of the capacity to generate cash from operations post-sustaining capital investments.
EBITDA
EBITDA represents net earnings or loss for the period before income tax expense or recovery, depreciation and amortization, and finance costs.
Forward-Looking Statements
This news release contains "forward-looking statements" and "forward-looking information" (collectively "forward-looking statements") within the meaning of applicable Canadian and United States securities legislation. The words "potential", "expected" and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. These include, without limitation, statements with respect to: statements regarding SilverCrest and the combined company's plans and expectations with respect to the proposed Arrangement and the anticipated impact of the proposed Arrangement on the combined company's results of operations, financial position, growth opportunities and competitive position.
These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the possibility that securityholders of SilverCrest may not approve the Arrangement or stockholders of Coeur may not approve the stock issuance or the charter amendment; the risk that any other condition to closing of the Arrangement may not be satisfied; the risk that the closing of the Arrangement might be delayed or not occur at all; the risk that the either Coeur or SilverCrest may terminate the Arrangement Agreement and either Coeur or SilverCrest is required to pay a termination fee to the other party; potential adverse reactions or changes to business or employee relationships of Coeur or SilverCrest, including those resulting from the announcement or completion of the Arrangement; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of Coeur and SilverCrest; the effects of the business combination of Coeur and SilverCrest, including the combined company's future financial condition, results of operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance operations in the manner expected; the risk that Coeur or SilverCrest may not receive the required stock exchange and regulatory approvals of the Arrangement; the expected listing of shares on the NYSE; the risk of any litigation relating to the proposed Arrangement; the risk of changes in governmental regulations or enforcement practices; the effects of commodity prices, life of mine estimates; the timing and amount of estimated future production; the risks of mining activities; and the fact that operating costs and business disruption may be greater than expected following the public announcement or consummation of the Arrangement. Expectations regarding business outlook, including changes in revenue, pricing, capital expenditures, cash flow generation, strategies for the combined company's operations, gold and silver market conditions, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters.
Additional factors that could cause results to differ materially from those described above can be found in SilverCrest's annual information form for the year ended December 31, 2023 , which is on file with the SEC and on SEDAR+ and available from SilverCrest's website at www.silvercrestmetals.com under the "Investors" tab, and in other documents SilverCrest files with the SEC or on SEDAR+. All forward-looking statements speak only as of the date they are made and are based on information available at that time. SilverCrest does not assume any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
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SOURCE SilverCrest Metals Inc.
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The Board of Directors of SilverCrest unanimously recommends that Securityholders vote FOR the Arrangement Resolution.
Securityholders are encouraged to vote in advance of the proxy cutoff of 10:00 a.m. ( Vancouver time) on February 4, 2025 .
TSX: SIL | NYSE American: SILV
SilverCrest Metals Inc. ("SilverCrest" or the "Company") announced today that it has filed its notice of meeting, management information circular (the "Circular") and related documents (collectively, the "Meeting Materials") with securities regulators in connection with the special meeting (the "Meeting") of the holders (the "Shareholders") of common shares of the Company (the "SilverCrest Shares") and the holders of stock options of the Company (the "Optionholders", and collectively with the Shareholders, the "Securityholders"). The Meeting Materials have also been mailed to Securityholders and can also be accessed at the Company's website at https:silvercrestmetals.comtransaction .
The Meeting is to be held on February 6, 2025 at 10:00 a.m. ( Vancouver time) at the offices of Cassels Brock & Blackwell LLP at Suite 2200, RBC Place, 885 West Georgia Street, Vancouver, British Columbia . The Meeting can also be accessed via live webcast at meetnow.global/MHZWLAD. Only holders of SilverCrest Shares and stock options of record as of the close of business on December 19, 2024 , the record date for the Meeting, are entitled to receive notice of, attend and vote at, the Meeting. Any Securityholder attending the live webcast will not be able to vote during the Meeting. Only Securityholders who are present in person and entitled to vote at the Meeting are able to vote during the Meeting.
At the Meeting, Securityholders will be asked to pass a special resolution (the "Arrangement Resolution") approving an arrangement (the "Arrangement") with Coeur Mining, Inc. ("Coeur"), whereby SilverCrest shareholders will receive 1.6022 shares of Coeur common stock for each SilverCrest Share held (the "Exchange Ratio") pursuant to the terms of an arrangement agreement entered into between SilverCrest and Coeur on October 3, 2024 (the "Arrangement Agreement"). The Exchange Ratio represents an implied value of US$11.34 per SilverCrest common share, based on the closing price of Coeur on the New York Stock Exchange ("NYSE") on October 3, 2024 . This represents an 18% premium based on 20-day volume-weighted average prices of Coeur and SilverCrest each as at October 3, 2024 on the NYSE and NYSE American, respectively, and a 22% premium to the October 3, 2024 closing price of SilverCrest on the NYSE American. The Exchange Ratio implies a total equity value of approximately US$1.7 billion based on SilverCrest Shares outstanding. Upon completion of the Arrangement, existing Coeur stockholders and SilverCrest shareholders will own approximately 63% and 37% of the outstanding common stock of the combined company, respectively, based on the outstanding securities of both companies as at October 3, 2024 .
Benefits to SilverCrest Securityholders
Board Recommendation
The Board, based on its considerations, investigations and deliberations, including a thorough review of the Arrangement Agreement, the fairness opinions of Cormark Securities Inc. and Raymond James Ltd. and other relevant matters, and taking into account the best interests of the Company, and after consultation with management and its financial and legal advisors and having received the unanimous recommendation of the Special Committee, which takes into account, among other things, the fairness opinion that the Special Committee received from Scotiabank, has unanimously determined, that the Arrangement and the entering into of the Arrangement Agreement are in the best interests of the Company, has unanimously approved the Arrangement and recommends that the Securityholders vote FOR the Arrangement Resolution. The determination of the Special Committee and the Board is based on various factors set forth above and described more fully in the Circular.
YOUR VOTE IS IMPORTANT. CAST YOUR VOTE WELL IN ADVANCE OF THE PROXY VOTING DEADLINE.
Securityholders are encouraged to read the Circular in its entirety and vote their SilverCrest Shares and stock options as soon as possible, in accordance with the instructions accompanying the form of proxy or voting instruction form mailed to Securityholders together with the Circular.
The deadline for voting SilverCrest Shares and stock options by proxy is 10:00 a.m. ( Vancouver time) on February 4, 2025 .
How to Vote
___________________________________________________________ | |
1 Based on analyst consensus for 2025. | |
2 This is a non-GAAP performance measure. See "Non-GAAP and Non-IFRS Financial Measures" at the end of this press release, and "Non-GAAP Financial Performance Measures" on page 54 of Coeur's 2023 Annual Report. |
Questions & Voting Assistance
Securityholders who have questions about the Meeting or require assistance in voting may contact the Company's proxy solicitation agent:
Laurel Hill Advisory Group
North American Toll Free | 1-877-452-7184
Outside North America | 1-416-304-0211
By Email | assistance@laurelhill.com
ABOUT SILVERCREST METALS INC.
SilverCrest is a Canadian precious metals producer headquartered in Vancouver, British Columbia . SilverCrest's principal focus is its Las Chispas Operation in Sonora, Mexico . SilverCrest has an ongoing initiative to increase its asset base by expanding current resources and reserves, acquiring, discovering, and developing high value precious metals projects and ultimately operating multiple silver-gold mines in the Americas. SilverCrest is led by a proven management team in all aspects of the precious metal mining sector, including taking projects through discovery, finance, on time and on budget construction, and production.
Non-GAAP and Non-IFRS Financial Measures
This press release contains certain non-GAAP and non-IFRS financial measures, which management believes may enable investors to better evaluate Coeur's and SilverCrest's performance, liquidity and ability to generate cash flow. These measures do not have any standardized definition under U.S. GAAP or IFRS, and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with U.S. GAAP or IFRS, as applicable. Other companies may calculate these measures differently.
Free Cash Flow
Free cash flow subtracts sustaining capital expenditures from net cash provided by operating activities, serving as an indicator of the capacity to generate cash from operations post-sustaining capital investments.
EBITDA
EBITDA represents net earnings or loss for the period before income tax expense or recovery, depreciation and amortization, and finance costs.
Forward-Looking Statements
This news release contains "forward-looking statements" and "forward-looking information" (collectively "forward-looking statements") within the meaning of applicable Canadian and United States securities legislation. The words "potential", "expected" and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. These include, without limitation, statements with respect to: statements regarding SilverCrest and the combined company's plans and expectations with respect to the proposed Arrangement and the anticipated impact of the proposed Arrangement on the combined company's results of operations, financial position, growth opportunities and competitive position.
These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the possibility that securityholders of SilverCrest may not approve the Arrangement or stockholders of Coeur may not approve the stock issuance or the charter amendment; the risk that any other condition to closing of the Arrangement may not be satisfied; the risk that the closing of the Arrangement might be delayed or not occur at all; the risk that the either Coeur or SilverCrest may terminate the Arrangement Agreement and either Coeur or SilverCrest is required to pay a termination fee to the other party; potential adverse reactions or changes to business or employee relationships of Coeur or SilverCrest, including those resulting from the announcement or completion of the Arrangement; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of Coeur and SilverCrest; the effects of the business combination of Coeur and SilverCrest, including the combined company's future financial condition, results of operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance operations in the manner expected; the risk that Coeur or SilverCrest may not receive the required stock exchange and regulatory approvals of the Arrangement; the expected listing of shares on the NYSE; the risk of any litigation relating to the proposed Arrangement; the risk of changes in governmental regulations or enforcement practices; the effects of commodity prices, life of mine estimates; the timing and amount of estimated future production; the risks of mining activities; and the fact that operating costs and business disruption may be greater than expected following the public announcement or consummation of the Arrangement. Expectations regarding business outlook, including changes in revenue, pricing, capital expenditures, cash flow generation, strategies for the combined company's operations, gold and silver market conditions, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters.
Additional factors that could cause results to differ materially from those described above can be found in SilverCrest's annual information form for the year ended December 31, 2023 , which is on file with the SEC and on SEDAR+ and available from SilverCrest's website at www.silvercrestmetals.com under the "Investors" tab, and in other documents SilverCrest files with the SEC or on SEDAR+. All forward-looking statements speak only as of the date they are made and are based on information available at that time. SilverCrest does not assume any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
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SOURCE SilverCrest Metals Inc.
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