09:02:54 EDT Fri 09 May 2025
Enter Symbol
or Name
USA
CA



Silver Storm Mining Ltd
Symbol SVRS
Shares Issued 501,969,273
Close 2025-05-05 C$ 0.115
Market Cap C$ 57,726,466
Recent Sedar Documents

Silver Storm Mining to acquire Till Capital

2025-05-06 09:00 ET - News Release

Mr. Greg McKenzie reports

SILVER STORM ANNOUNCES ACQUISITION OF TILL CAPITAL

Silver Storm Mining Ltd. has entered into a definitive arrangement agreement dated May 5, 2025, whereby Silver Storm will acquire 100 per cent of the issued and outstanding shares of Till Capital Corp. pursuant to a plan of arrangement.

Transaction highlights:

  • Enhances Silver Storm liquidity position -- The transaction provides Silver Storm with additional cash liquidity of approximately $6.2-million, a meaningful contribution toward the required capital expenditures for restarting La Parrilla.
  • Provides a portfolio of mineral investments and royalties -- Till holds a 51.8-per-cent majority interest in Silver Predator Corp., which holds several prospective high-grade silver projects located in the Coeur d'Alene silver district and Nevada, as well as a portfolio of royalty interests on mineral exploration properties.
  • Consideration -- On closing of the transaction, Till shareholders will receive approximately 15.874 Silver Storm units for each Till common share held. Each Silver Storm unit consists of:
    • One Silver Storm common share.
    • One-quarter of one whole Silver Storm common share purchase warrant. Each Silver Storm warrant shall entitle the holder to acquire one Silver Storm share for an exercise price equal to 25 cents (subject to TSX Venture Exchange approval) with an expiry date of 18 months after the closing of the transaction.
    • One contingent value right (CVR), which is contingent on the sale of Till's 33.3-per-cent ownership of IG Far East LLC, which will be eligible to convert into an additional cash payment on the achievement of the contingent event. The CVRs will have a term of 24 months after closing of the transaction.
  • Transaction supported by board of directors -- The transaction was unanimously approved the by the board of directors of each company.

Greg McKenzie, president and chief executive officer of Silver Storm, commented: "This acquisition is an exciting opportunity that combines the strong liquidity position of Till Capital with our high-quality Mexican silver assets. We are excited to bring on the Till shareholders, a group of who has already signed support agreements in excess of 40 per cent in favour of the transaction and understand the value proposition of this combination."

Till mineral investment and royalty portfolio

Till holds shares of Silver Predator representing an ownership interest of 51.8 per cent. Silver Predator is a precious metals exploration company with assets located in the Western United States. Silver Predator owns 100 per cent of the Copper King project, located in the eastern portion of the famous Coeur d'Alene silver district near Mullan, Idaho, and the Cordero and Cornucopia properties in Nevada.

Additionally, Till holds a 7.5-per-cent ownership in IG Tintic LLC, which holds a 1-per-cent net smelter return royalty on the East Tintic mining district. The East Tintic mining district includes the Tintic project, located in Utah, and is being advanced by Osisko Development Corp.

Till also holds the mining royalties and investments outlined in an attached table.

Acquisition details

As set out in the agreement, the company will acquire 100 per cent of the common shares of Till pursuant to a plan of arrangement under the provisions of the Business Corporations Act (British Columbia) by Silver Storm and Till. The arrangement is expected to result in the issuance, to each Till shareholder, of approximately 15.874 Silver Storm units for each Till share held by such holder immediately prior to the closing of the transaction, subject to certain closing adjustments.

The Silver Storm units shall consist of:

  • One Silver Storm share.
  • One-quarter of one whole Silver Storm warrant. Each Silver Storm warrant shall entitle the holder to acquire one Silver Storm share for an exercise price equal to 25 cents (subject to TSX-V approval) with an expiry date of 18 months after the closing of the transaction.
  • One CVR which is contingent on the sale of Till's 33.3-per-cent ownership of IG Far East, which will be eligible to convert into an additional cash payment on the achievement of the contingent event. The CVRs will have a term of 24 months after the closing of the transaction.

The company expects to issue approximately 50.66 million Silver Storm shares to the Till shareholders.

Upon completion of the transaction, existing Silver Storm and Till shareholders will own approximately 90.8 per cent and 9.2 per cent of Silver Storm, respectively.

The transaction is arm's length for the purposes of the TSX-V policies.

Silver Storm does not expect that the transaction will be subject to shareholder approval. Till will hold a special meeting of Till shareholders in connection with the transaction. Till expects to hold the meeting in July, 2025, and the transaction is expected to close shortly thereafter, subject to customary closing conditions and approvals. In addition to shareholder approvals, the transaction is also subject to, among other things, obtaining customary regulatory approvals including applicable TSX-V approvals.

The agreement contains a customary break fee of $400,000, plus certain expenses, and is payable to a non-breaching party.

Further details regarding the terms and conditions of the transaction are set out in the agreement, which will be publicly filed by Silver Storm and Till under their respective SEDAR+ profiles.

Boards of directors' recommendation

The transaction has been unanimously approved by the boards of directors of Silver Storm and Till, including, in the case of Till, following the recommendation of the special committee. The Till board of directors is unanimously recommending that Till shareholders vote in favour of the transaction.

Voting support agreements

There is strong support in favour of the transaction from Till's significant shareholders as well as the directors and officers of Till. All Till directors, executive officers and certain shareholders, collectively representing 41.8 per cent of the Till shares, have entered into voting support agreements with Silver Storm, agreeing to, among other things, vote their Till shares in favour of the transaction.

Advisers and counsel

Peterson McVicar LLP is acting as Silver Storm's legal adviser. Ventum Financial Corp. is acting as financial adviser to Till. Stikeman Elliott LLP is acting as Till's legal adviser.

About Silver Storm Mining Ltd.

Silver Storm Mining holds advanced-stage silver projects located in Durango, Mexico. In 2023, Silver Storm acquired of 100 per cent of the La Parrilla silver mine complex, a prolific, past-producing operation comprising a 2,000-tonne-per-day mill as well as five underground mines and an open pit that collectively produced 34.3 million silver equivalent ounces between 2005 and 2019. The company also holds a 100-per-cent interest in the San Diego project, which is among the largest undeveloped silver assets in Mexico.

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