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Summa Silver Corp
Symbol SSVR
Shares Issued 122,277,899
Close 2025-06-03 C$ 0.29
Market Cap C$ 35,460,591
Recent Sedar Documents

Summa Silver, Silver47 increase placement to $6M

2025-06-03 19:38 ET - News Release

Also News Release (C-AGA) Silver47 Exploration Corp

Mr. Gary Thompson of Silver47 reports

SILVER47 AND SUMMA SILVER ANNOUNCE UPSIZE OF BROKERED FINANCING TO C$6 MILLION

Due to strong demand, Silver47 Exploration Corp. and Summa Silver Corp. have increased the size of the previously announced best effort basis brokered private placement offering to $6-million, led by Research Capital Corp., as co-lead agent and sole bookrunner, and together with Haywood Securities Inc., as co-lead agent, on behalf of a syndicate of agents, including Eventus Capital Corp. Pursuant to the upsize, the offering consists of up to 24 million subscription receipts of Summa at a price of 25 cents per subscription receipt.

The offering is being conducted in connection with Silver47 and Summa entering into an arm's-length definitive arrangement agreement dated May 12, 2025, for an at-market merger, pursuant to which Silver47 and Summa have agreed to combine their respective companies by way of a court-approved plan of arrangement. The combined company is expected to continue under the name Silver47 Exploration Corp.

Each subscription receipt will entitle the holder thereof, without payment of any additional consideration and without further action on the part of the holder, upon the satisfaction of the escrow release conditions (as defined herein) to receive one unit of Summa. Each unit will consist of one common share of Summa and one-half of one common share purchase warrant. Each Summa warrant will entitle the holder to purchase one common share of Summa at an exercise price of 36 cents per warrant share until the date that is 24 months following the satisfaction or waiver of the escrow release conditions (defined herein).

In addition, Summa has granted the agents an option to offer up to an additional number of subscription receipts for gross proceeds of up to 15 per cent of the gross proceeds of the offering at any time up to 48 hours prior to closing of the offering.

The net proceeds of the offering will be used to finance advancement of the combined company's silver project portfolio in the United States and for working capital and general corporate purposes.

The offering is anticipated to close on June 17, 2025, or such later date as Summa and the agents may agree upon. The closing of the offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.

The gross proceeds of the offering, less the agent expenses and 50 per cent of the cash commission, will be deposited and held by a licensed Canadian trust company or other escrow agent mutually acceptable to RCC (as defined herein), Summa and Silver47 in an interest-bearing account pursuant to the terms of a subscription receipt agreement to be entered into on the closing date among Summa and RCC and the escrow agent. The escrowed funds (less 50 per cent of the remaining cash commission and any remaining costs and expenses of the agents) will be released from escrow to the combined company, as applicable, upon satisfaction of the following conditions, no later than the 90th day following the closing date, or such other date as may be mutually agreed to in writing between Summa, Silver47 and RCC, including:

  1. The completion, satisfaction or waiver of all conditions precedent to the transaction in accordance with the arrangement agreement to the satisfaction of RCC;
  2. The receipt of all required shareholder and regulatory approvals, including, without limitation, the conditional approval of the exchange for the transaction;
  3. The securities of the Silver47 or the combined company issued in exchange for the securities of Summa not being subject to any statutory or other hold period in Canada;
  4. The representations and warranties of Summa and Silver47 contained in the agency agreement to be entered into in connection with the offering being true and accurate in all material respects, as if made on and as of the escrow release date; and
  5. Summa, Silver47 and RCC having delivered a joint notice and direction to the escrow agent, confirming that the conditions set forth in (1) to (4) above have been met or waived.

If: (i) the satisfaction of the escrow release conditions does not occur on or prior to the escrow release deadline, or such other date as may be mutually agreed to in writing among Summa, Silver47 and RCC; or (ii) Summa has advised RCC and/or the public that it does not intend to proceed with the transaction, then all of the issued and outstanding subscription receipts shall be cancelled, and the escrowed funds shall be used to pay holders of subscription receipts an amount equal to the issue price of the subscription receipts held by them (plus an amount equal to a pro rata share of any interest or other income earned thereon). If the escrowed funds are not sufficient to satisfy the aggregate purchase price paid for the then issued and outstanding subscription receipts (plus an amount equal to a pro rata share of the interest earned thereon), it shall be Summa's sole responsibility and liability to contribute such amounts as are necessary to satisfy any such shortfall.

Summa has agreed to pay to the agents a cash commission equal to 6 per cent of the gross proceeds of the offering. In addition, Summa has agreed to issue to the agents broker warrants of Summa exercisable for a period of 24 months to acquire in aggregate that number of Summa shares which is equal to 6 per cent of the number of subscription receipts sold under the offering at an exercise price of 25 cents per Summa share.

About Silver47 Exploration Corp.

Silver47 is a Canadian-based exploration company that wholly owns three silver and critical metals (polymetallic) exploration projects in Canada and the United States. These projects include the Red Mountain project in south-central Alaska, a silver-gold-zinc-copper-lead-antimony-gallium volcanogenic massive sulphide-sedex project. The Red Mountain project hosts an inferred mineral resource estimate of 15.6 million tonnes at 7 per cent zinc equivalent or 335.7 grams per tonne silver equivalent, totalling 168.6 million ounces of silver equivalent, as reported in the National Instrument 43-101 technical report dated Jan. 12, 2024. Silver47 also owns the Adams Plateau project in Southern British Columbia, a silver-zinc-copper-gold-lead sedex-VMS project, and the Michelle project in the Yukon territory, a silver-lead-zinc-gallium-antimony MVT-sedex project. For detailed information regarding the resource estimates, assumptions and technical reports, please refer to the NI 43-101 technical report and other filings available on SEDAR+. The Silver47 shares are traded on the TSX Venture Exchange under the ticker symbol AGA.

About Summa Silver Corp.

Summa Silver is a junior mineral exploration company. Summa owns a 100-per-cent interest in the Hughes project located in central Nevada and the Mogollon project located in southwestern New Mexico. The high-grade past-producing Belmont mine, one of the most prolific silver producers in the United States between 1903 and 1929, is located on the Hughes project. The Mogollon project is the largest historic silver producer in New Mexico. Both projects have remained inactive since commercial production ceased, and neither has seen modern exploration prior to Summa's involvement.

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