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Summa Silver Corp
Symbol SSVR
Shares Issued 122,277,899
Close 2025-06-17 C$ 0.355
Market Cap C$ 43,408,654
Recent Sedar Documents

Silver47, Summa Silver close $6.9-million financing

2025-06-17 19:19 ET - News Release

See News Release (C-AGA) Silver47 Exploration Corp

Mr. Gary Thompson of Silver 47 reports

SILVER47 AND SUMMA SILVER ANNOUNCE CLOSING OF $6.9 MILLION BROKERED FINANCING, INCLUDING FULL EXERCISE OF THE OVER-ALLOTMENT OPTION

Silver47 Exploration Corp. and Summa Silver Corp. have closed the previously announced brokered offering of subscription receipts of Summa at a price of 25 cents per subscription receipt for aggregate gross proceeds of $6.9-million, including the full exercise of the overallotment option.

The offering was led by Research Capital Corp. (RCC), 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.

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.

Under the terms of the transaction, Summa shareholders will receive 0.452 common share of Silver47 in exchange for each Summa common share held.

Each subscription receipt will entitle the holder, 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. Following the completion of the transaction, each Summa warrant will entitle the holder to purchase one common share of Silver47 share at a postexchange ratio adjustment exercise price of 79.64 cents per warrant share until the date that is 24 months following the satisfaction or waiver of the escrow release conditions (defined herein).

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

The gross proceeds of the offering, less the agents' expenses, 50 per cent of the cash commission and 50 per cent of an advisory fee payable by Summa to RCC will be deposited and held by Odyssey Trust Company in an interest-bearing account pursuant to the terms of a subscription receipt agreement entered into on the date hereof among Summa and RCC, and the escrow agent. The escrowed funds (less 50 per cent of the remaining cash commission, 50 per cent of the remaining advisory fee, 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 by Sept. 15, 2025, or such other date as may be mutually agreed to in writing between Summa, Silver47 and RCC, including: (a) the completion, satisfaction or waiver of all conditions precedent to the transaction in accordance with the arrangement agreement, to the satisfaction of RCC; (b) the receipt of all required shareholder and regulatory approvals, including, without limitation, the conditional approval of the exchange for the transaction; (c) 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; (d) 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 (e) Summa, Silver47 and RCC having delivered a joint notice and direction to the escrow agent, confirming that the conditions set forth in (a) to (d) above have been met or waived.

If (i) the satisfaction of the escrow release conditions does not occur on or prior by Sept. 15, 2025, or such other date as may be mutually agreed to in writing between 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.

In connection with the offering, Summa paid to the agents a cash commission of 369,150 and issued to the agents 1,476,000 broker warrants. In addition, the agents received an advisory fee of $37,000 plus tax and 148,000 advisory broker warrants on the same terms as the broker warrants. Each broker warrant entitles the holder to acquire following closing of the transaction one Silver47 share at a postexchange ratio adjustment exercise price of 55.31 cents per Silver47 share for a period of 24 months following the waiver of the escrow release conditions.

The subscription receipts, and the Summa shares, Summa warrants and warrant shares underlying the subscription receipts, will be subject to a statutory four-month hold period in accordance with Canadian securities legislation, or until such securities are exchanged or adjusted pursuant to the transaction.

Certain insiders of Summa acquired subscription receipts pursuant to the offering, and, as such, the offering is considered a related party transaction with the meaning of TSX Venture Policy Exchange 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Neither Summa nor, to the knowledge of Summa after reasonable inquiry, a related party has knowledge of any material information concerning Summa or its securities that has not been generally disclosed. Summa has relied on exemptions from the formal valuation and minority approval requirements of sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation, based on a determination that the fair market value of the participation in the offering by insiders will not exceed 25 per cent of the market capitalization of the Summa, as determined in accordance with MI 61-101. Summa did not file a material change report more than 21 days before the expected closing of the offering because the details of the participation therein by related parties of Summa were not settled until shortly prior to closing of the offering and the parties wished to close on an expedited basis for business reasons.

Technical disclosure and qualified persons

The scientific and technical information contained in this news release with respect to Silver47 has been reviewed and approved by Alex S. Wallis, PGeo, vice-president of exploration for Silver47, a qualified person as defined in National Instrument 43-101, Standards of Disclosure for Mineral Projects. The scientific and technical information contained in this news release with respect to Summa has been reviewed and approved by Galen McNamara, PGeo, chief executive officer of Summa, a qualified person as defined by NI 43-101.

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 VMS-sedex (volcanic massive sulphide/sedimentary exhalative) project. The Red Mountain project hosts an inferred mineral resource estimate of 15.6 million tonnes at 7 per cent zinc equivalent (ZnEq) or 335.7 grams per tonne (g/t) silver equivalent (AgEq), totalling 168.6 million ounces of silver equivalent, as reported in the NI 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 Yukon, a silver-lead-zinc-gallium-antimony MVT-sedex (Mississippi Valley type) 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 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 historical silver producer in New Mexico. Both projects have remained inactive since commercial production ceased and neither have seen modern exploration prior to Summa's involvement.

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