Subject: Till Capital Corporation news release (V:TIL)
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File: '\\swfile\EmailIn\20250506 034214 Attachment 2025.05.06 NR 25-02 Silver Storm to acquire Till Capital Corporation FINAL.docx'
121654553v1
121654553v1
NEWS RELEASE
TSXV: TIL
May 6, 2025
NR 25-02
SILVER STORM MINING LIMITED TO ACQUIRE TILL CAPITAL CORPORATION
Vancouver, British Columbia, Canada, May 6, 2025: Till Capital Corporation (TSXV:TIL) ("Till") and Silver Storm Mining Limited (TSXV:SVRS) ("Silver Storm"), are pleased to announce they have entered into a definitive arrangement agreement (the "Arrangement Agreement") pursuant to which Silver Storm will acquire all of the issued and outstanding common shares of Till (the "Till Shares") by way of plan of arrangement under the Business Corporations Act (British Columbia)( the "Arrangement" or "Transaction"). The Transaction is subject to conditions to completion described below.
Transaction Highlights
Till valued at approximately C$2.26 per Till common share (each, a "Till Share"), to be paid on closing approximately 15.874 Silver Storm units (the "Consideration Units") per Till Share held representing a total enterprise value of up to C$7.2 million (the "Consideration").
Pursuant to the Transaction, for each Till Share held, Till shareholders will receive approximately 15.874 Consideration Units. Each Consideration Unit consists of one Silver Storm common shares (each, a "Silver Storm Share"), one-quarter of one Silver Storm common share purchase warrant (each whole warrant, a "Silver Storm Warrant"), and one contingent value right (a "CVR"). Each Silver Storm Warrant shall be exercisable to acquire one additional Silver Storm Share at an exercise price of C$0.25 for eighteen months after closing of the Transaction.
Each CVR will entitle the holder thereof, for a period of 24 months from the closing of the Transaction, to receive a cash payment per CVR equal to the holder's pro-rata share, as to their CVR holdings, of the proceeds of the sale of Till's ownership in IG Far East LLC.
The Transaction was unanimously approved by Till's Board of Directors. Till shareholders representing 41.8% of the issued and outstanding Till Shares have signed voting support agreements pursuant to which they have agreed, among other things, to vote their Till Shares in favor of the Transaction.
Benefits to Till
Immediate and significant premium representing a 121% premium to last close on May 5, 2025, and to the volume weighted average price ("VWAP") of the Till Shares on the TSX Venture Exchange (the "TSXV") for the 20-day period ending May 5, 2025.
Exposure to high quality advanced stage silver projects including La Parrilla Silver Mine Complex, and the San Diego project both situated in well-established mining hub in Durango State, Mexico.
Experienced and credible management team, whose expertise is expected to drive operational growth at a past producing mine complex.
Positions Till shareholders for a potential re-rating as investors recognize Silver Storm's enhanced financial position, near-term production outlook and reduced risk profile, in line with comparable trading peers.
Brian P. Lupien, Chief Executive Officer of Till, stated, "Following a comprehensive Strategic Review Process, the acquisition by Silver Storm provides the best outcome for Till shareholders. Silver Storm is a precious metals company with two assets in Durango State, Mexico: La Parrilla Silver Mine Complex, and the San Diego project. La Parrilla presents a near-term production restart opportunity with an updated resource, in-place infrastructure, and is fully permitted for production."
Transaction Terms
Pursuant to the terms and conditions of the Arrangement Agreement, signed on May 5, 2025, the holders of the issued and outstanding Till Shares will receive the Consideration. The Transaction will be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia).
The Arrangement Agreement contains customary deal-protection provisions including a non-solicitation covenant and a "fiduciary out" that would allow Till to accept a superior proposal as defined in the Arrangement Agreement, subject to a right for Silver Storm to match any superior proposal. Under certain circumstances, Silver Storm would be entitled to a termination fee of US$400,000.
Complete details of the Transaction will be included in a management information circular to be delivered to Till shareholders in the coming weeks.
Conditions to Completion
The completion of the Transaction is subject to a number of terms and conditions, including without limitation the following: (a) acceptance by the TSXV; (b) approval of the British Columbia Supreme Court; (c) there being no material adverse changes in respect of Till; and (d) other standard conditions of closing for a transaction of this nature. There can be no assurance that all the necessary approvals will be obtained or that all conditions of closing will be satisfied.
The Transaction is subject to approval at a special meeting of Till shareholders by (i) 66 2/3 percent of the votes cast by Till shareholders, and (ii) if required, a simple majority of the votes cast by the Till shareholders, excluding the votes cast by certain persons as required by MI 61-101 Protection of Minority Securityholders in Special Transactions.
Transaction Timeline
Pursuant to the Arrangement Agreement and subject to satisfying all necessary conditions and receipt of all required approvals, the parties anticipate completion of the Transaction on or about July 15, 2025. Following completion of the Transaction, Till Shares will be de-listed from the TSXV and Till will cease to be a reporting issuer under Canadian securities laws.
Recommendations by the Board of Directors and Fairness Opinion
After consultation with its financial and legal advisors and following the unanimous recommendation of a special committee (the "Special Committee"), the board of directors of Till (the "Board") unanimously determined the Transaction is fair to Till shareholders, is in the best interest of Till and approved the entering into of the Transaction. The Board recommends that Till shareholders vote in favour of the Transaction. Ventum Financial Corp. provided a fairness opinion to the Special Committee, stating that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the Consideration to be received by Till shareholders under the Transaction is fair, from a financial point of view, to such Till shareholders.
Advisors and Counsel
Ventum Financial Corp. is acting as financial advisor to the Board and Till Special Committee and has provided a fairness opinion to the Till Special Committee. Stikeman Elliot LLP, and Peterson McVicar LLP are acting as legal counsel to Till and Silver Storm, respectively.
Reported by:
Brian P. Lupien
Chief Executive Officer
Till Capital Corporation
For additional information:
Till Capital Corporation
208-635-5415
info@tillcap.com
About Till Capital Corporation
Till Capital Corporation is majority shareholder of Silver Predator Corp. (TSXV: SPD), and, through its wholly owned U.S. subsidiary, a partial owner of IG Tintic LLC (a private company which owns a 1% net smelter return royalty on the East Tintic Mining District near Eureka, Utah), and 100% interest in various mineral royalties.
About Silver Storm
Silver Storm Mining Ltd. holds advanced-stage silver projects located in Durango, Mexico. In August 2023, Silver Storm completed the acquisition of 100% of the La Parrilla Silver Mine Complex, a prolific operation which is comprised of a 2,000 tpd mill as well as five underground mines and an open pit.
Silver Storm also holds a 100% interest in the San Diego Project, which is among the largest undeveloped silver assets in Mexico. For more information regarding Silver Storm and its projects, please visit www.silverstorm.ca.
Cautionary Note
This news release shall not constitute an offer to sell or a solicitation of an offer to buy any securities of Till or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. Trading in the securities of Till should be considered speculative.
Cautionary Statement Regarding Forward Looking Information
Certain statements in this release are forward-looking statements. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations, or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance, or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits Till will obtain from them. In particular, Till cautions that the completion of the proposed transactions cannot be predicted with certainty, and that there can be no assurance at this time that the proposed transactions will be completed in the manner noted above or at all. These forward-looking statements reflect management's current views and are based on certain expectations, estimates, and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause Till's actual results to differ materially from those expressed or implied by the forward-looking statements, as well as other factors beyond Till's control. Till does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
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