Silver47 and Summa Silver Announce Merger to Create a Premier U.S. High Grade Silver Explorer & Developer and C$5 Million Brokered Financing

2025-05-13

TSX - Toronto Stock Exchange

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Vancouver, British Columbia--(Newsfile Corp. - May 13, 2025) - Silver47 Exploration Corp. (TSXV: AGA) (OTCQB: AAGAF) ("Silver47") and Summa Silver Corp. (TSXV: SSVR) (OTCQX: SSVRF) ("Summa") (together, the "Companies") are pleased to announce that they have entered into an arm's length definitive arrangement agreement dated May 12, 2025 (the "Arrangement Agreement") for an at-market merger, pursuant to which Silver47 and Summa have agreed to combine their respective companies (the "Transaction") by way of a court-approved plan of arrangement. The combined company (the "Combined Company") is expected to continue under the name "Silver47 Exploration Corp."

Gary R Thompson, CEO of Silver47, stated: "_This merger with Summa fits perfectly with our desire to scale up, providing better access to capital. We believe that this transaction is accretive to shareholders, and we look forward to unlocking further value by growing our resources and advancing them toward development. This transaction will hold several high-profile projects within one of the world's top mining jurisdictions."_

The Combined Company will become a premier high-grade silver focused explorer and developer with a portfolio of silver-rich mineral resource staged projects in the United States (Alaska, Nevada and New Mexico). Collectively, the Companies' mineral resources equal approximately 10 Moz AgEq at 333 g/t AgEq of indicated mineral resources and 236 Moz AgEq at 334 g/t AgEq inferred mineral resources (see mineral resource table below for full details) with substantial upside and a shared vision for significant additional silver discovery and consolidation.

Galen McNamara, CEO of Summa, stated: "_This merger with Silver47 is a transformative step toward our shared vision of building a premier precious metals company moving towards 1 billion ounces of silver equivalent ounces in the ground anchored in America's most prolific mining jurisdictions. By uniting Summa's and Silver47's high-grade projects, we expect to create a leading silver development company with the scale, expertise, and ambition to unlock value for our shareholders and lead the next wave of development in the U.S. silver sector_._"_

Under the terms of the Transaction, Summa shareholders will receive 0.452 common shares of Silver47 (each whole share, a "Silver47 Share") in exchange for each Summa common share (each a "Summa Share) held (the "Exchange Ratio"). Upon completion of the Transaction, existing Silver47 shareholders and Summa shareholders will own approximately 56% and 44% of the outstanding Silver47 Shares, respectively (but prior to the completion of the Offering (as defined below)). The Exchange Ratio implies consideration of C$0.30 per Summa Share based on the 20-day volume weighted average price ("VWAP") of the Silver47 Shares on the TSX Venture Exchange (the "TSXV") on May 12, 2025. The consideration represents a no-premium Transaction to Summa's 20-day VWAP.

Strategic Rationale for Transaction

Creation of a Leading High-Grade US-Focused Silver Explorer and Developer:The combination of Silver47's Red Mountain project in Alaska with Summa's Hughes project in Nevada and Mogollon project in New Mexico establishes a premier portfolio of high-grade silver-focused assets in the United States enhancing the Combined Company's scale, leverage to silver and appeal to investors

Expanded Resource Base for Accelerated Growth: The Transaction consolidates significant mineral resources of approximately 10 Moz AgEq at 333 g/t AgEq of indicated mineral resources and 236 Moz AgEq at 334 g/t AgEq inferred mineral resources (see mineral resource table below for full details) with significant growth potential between the three United States-based projects positioning the combined company to accelerate exploration and development towards production.

Significant Re-Rate Potential Based on Valuation of Peers:The Combined Company is currently undervalued on an EV/oz metric of US$0.19/oz AgEq for their pro forma current total MI&I resource endowment. The Combined Company has significant growth potential through re-rating relative to peers, through systematic exploration, resource growth, and strategic acquisitions.

Enhanced Capital Markets Profile and Liquidity: By consolidating projects and increasing market capitalization, the Combined Company can be expected to benefit from improved visibility and access to capital, appealing to institutional investors seeking exposure to high grade U.S.-based silver projects, supported by a tight share structure with strong backing from investors like Mr. Eric Sprott and Crescat Capital LLC. The Combined Company will have a strong combined cash position of C$10M, plus the net proceeds from the Offering, to achieve near-term value add catalysts.

Continued Growth and Value Creation: The Combined Company will pursue organic and acquisitive growth to consolidate and create a high-quality silver portfolio in the U.S. The Combined Company will plan to (i) advance the current portfolio, creating strong silver development projects by expanding on resources and grade; and (ii) continue to consolidate the silver market, acquiring high-quality silver projects in tier 1 jurisdictions at accretive valuations.

Exceptional Technical & Capital Markets Team, and Commitment to Shareholder Value Creation: The board of directors and management team of the Combined Company will include members with deep experience in the capital markets as well as proven mine finding and mine development histories.

Benefits to Silver47 and Summa Shareholders

Shareholders of the Combined Company will have exposure to a diversified portfolio of high-grade United States silver projects, reducing risk while positioning for upside in a rising silver market.

The Combined Company's enhanced scale will strengthen its ability to attract strategic partnerships, unlocking capital for exploration and development to drive share price appreciation.

Shareholders of the Combined Company will benefit from a unified management team with complementary expertise, optimizing project execution at Red Mountain, Hughes, and Mogollon for efficient resource growth and development.

The Transaction's all-share structure aligns long-term shareholder interests, ensuring shared commitment to advancing projects and pursuing value-accretive opportunities.

An expected increase in market exposure from high-profile United States assets should enhance the Combined Company's appeal to global investors, supporting potential inclusion in silver-focused indices and ETFs.

Shareholders of the Combined Company are expected to benefit from reduced G&A, cost savings, and prioritized work programs and asset catalysts to drive a potential re-rating for the Combined Company.

Combined Silver Mineral Resource Summary

| Classification | Company | Project | Tonnes | Ag | Au | Zn | Pb | Cu | AgEq | Ag | Au | Zn | Pb | Cu | AgEq | | | | | (Mt) | (g/t) | (g/t) | (%) | (%) | (%) | (g/t) | (Moz) | (koz) | (kt) | (kt) | (kt) | (Moz) | | Inferred | Silver47 | Red Mountain | 15.6 | 71 | 0.4 | 3.4 | 1.4 | 0.2 | 336 | 36.0 | 214 | 532 | 216 | 26 | 168.6 | | Indicated | Summa | Hughes | 1.0 | 188 | 1.6 | - | - | - | 333 | 5.8 | 49 | - | - | - | 10.3 | | Inferred | Summa | Hughes (In Situ) | 2.4 | 204 | 2.4 | - | - | - | 421 | 15.9 | 188 | - | - | - | 32.9 | | Inferred | Summa | Hughes (Tailings) | 1.3 | 44 | 0.3 | - | - | - | 68 | 1.8 | 11 | - | - | - | 2.7 | | Inferred | Summa | Mogollon | 2.7 | 139 | 2.7 | - | - | - | 367 | 12.1 | 238 | - | - | - | 32.1 | | Total Indicated Mineral Resources | 1.0 | 188 | 1.6 | - | - | - | 333 | 5.8 | 49 | - | - | - | 10.3 | | | | Total Inferred Mineral Resources | 22.0 | 92 | 0.9 | 2.4 | 1.0 | 0.1 | 334 | 65.8 | 651 | 532 | 216 | 26 | 236.3 | | |

Notes to Silver47 Mineral Resources:

1. The 2024 Red Mountain mineral resource estimate ("MRE") was estimated and classified in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") "Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines" dated November 29, 2019, and the CIM "Definition Standards for Mineral Resources and Mineral Reserves" dated May 10, 2014. 2. Mr. Warren Black, M.Sc., P.Geo. of APEX Geoscience Ltd., a "qualified person" ("QP") as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"), is responsible for completing the MRE, effective January 12, 2024. 3. Mineral resources that are not mineral reserves have no demonstrated economic viability. No mineral reserves have been calculated for Red Mountain. There is no guarantee that any part of the mineral resources discussed herein will be converted to a mineral reserve in the future. 4. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, market, or other relevant factors. 5. The quantity and grade of reported inferred mineral resources is uncertain, and there has not been sufficient work to define the inferred mineral resource as an indicated or measured mineral resource. 6. All figures are rounded to reflect the relative accuracy of the estimates. Totals may not sum due to rounding. Reported grades are undiluted. 7. A standard density of 2.94 g/cm³ is assumed for mineralized material and waste rock. Overburden density is set at 1.8 g/cm³. For mineralized material blocks with iron assays close enough to estimate an iron value for the block, density is calculated using the formula: density (g/cm³) = 0.0553 Fe (%) + 2.5426._ 8. Metal prices are US$2,750/tonne Zn, US$2,100/tonne Pb, US$8,880/tonne Cu, US$1,850/oz Au, and US$23/oz Ag. 9. Recoveries are 90% Zn, 75% Pb, 70% Cu, 70% Ag, and 80% Au. 10. ZnEQ (%) = [Zn (%) x 1] + [Pb (%) x 0.6364] + [Cu (%) x 2.4889] + [Ag (ppm) x 0.0209] + [Au (ppm) x 0.1923] 11. AgEQ (ppm) = [Zn (%) x 47.81] + [Pb (%) x 30.43] + [Cu (%) x 119] + [Ag (ppm) x 1] + [Au (ppm) x 91.93] 12. Open-pit resource economic assumptions are US$3/tonne for mining mineralized and waste material, US$19/tonne for processing, and 48° pit slopes. 13. Underground resource economic assumptions are US$50/tonne for mining mineralized and waste material and US$19/tonne for processing. 14. Open-pit resources comprise blocks constrained by the pit shell resulting from the pseudoflow optimization using the open-pit economic assumptions. 15. Underground resources comprise blocks below the open-pit shell that form minable shapes. They must be contained in domains of a minimum width of 1.5 m at Dry Creek or 3 m height at West Tundra Flats. Resources not meeting these size criteria are included if, once diluted to the required size, maintain a grade above the cutoff.

Notes to Summa Mineral Resources:

1. Silver Equivalent (AgEq) cut-off grade for the Hughes Project in situ Mineral Resources is based on a silver price of $25/oz, recovery of 90% Ag, and cost assumptions including: USD$88.2/t average mining cost for approximately 70% longhole stoping and 30% cut and fill mining, USD$36.3/t processing cost, USD$9.7/t G&A cost, USD$0.20/oz Ag refining cost for a total mining, processing and G&A cost of USD$134.2/tonne. A 3% royalty has also been applied to the cut-off grade determination. 2. Silver Equivalent (AgEq) cut-off grade for the Hughes Project tailings Mineral Resources is contained within an optimized pit and based on a silver price of $25/oz, recovery of 90% Ag, and cost assumptions including: USD$2.25/t mining cost, USD$21.0/t processing cost, USD$9/t G&A cost, USD$0.50/oz Ag refining cost for a total mining, processing and G&A cost of USD$33.34/tonne. A 3% royalty has also been applied to the cut-off grade determination. 3. Silver Equivalent (AgEq) cut-off grade for the Mogollon Project Mineral Resources is based on a silver price of $25/oz, recovery of 97% Ag, and cost assumptions including: USD$83/t mining cost for longhole stoping, USD$36.3/t processing cost, USD$9.7/t G&A cost, USD$0.20/oz Ag refining cost for a total mining, processing and G&A cost of USD$129/tonne A 3% royalty has also been applied to the cut-off grade determination. 4. AgEq is based on silver and gold prices of $25/oz and $2100/oz respectively, and recoveries for silver and gold of 90% and 97%, respectively for the Hughes Project, and 97% and 97%, respectively, for the Mogollon Project. AgEq Factor= (Ag Price / Au Price) x (Ag Rec / Au Rec); g AgEq/t = g Ag/t + (g Au/t / AgEq Factor). 5. Rounding as required by reporting guidelines may result in apparent discrepancies between tonnes, grade, and contained metal content. 6. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resources estimated will be converted into mineral reserves. The quantity and grade of reported Inferred mineral resources in this estimation are uncertain in nature and there has been insufficient exploration to define these Inferred mineral resources as Indicated mineral resources. It is uncertain if further exploration will result in upgrading them to the Indicated mineral resources category. 7. The Mineral Resources were estimated in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum (CIM), CIM Standards on Mineral Resources and Reserves, Definitions (2014) and Best Practices Guidelines (2019) prepared by the CIM Standing Committee on Reserve Definitions and adopted by the CIM Council. 8. There are no known environmental, permitting, legal, or other factors which could materially affect the MREs.

Red Mountain Project Overview

The Red Mountain project, located 100 km south of Fairbanks, Alaska is Silver47's flagship silver-gold-zinc-copper-lead-antimony-gallium VMS-SEDEX project. Strategically situated in the Bonnifield mining district, Red Mountain hosts an inferred mineral resource of 15.6 million tonnes at 7% ZnEq or 335.7 g/t AgEq, totaling 168.6 million silver equivalent ounces, as reported in the NI 43-101 Technical Report with an effective date of January 12, 20241. Recent exploration has identified significant concentrations of critical minerals, including antimony (up to 0.623%) and gallium, enhancing the project's strategic value amid growing demand for such elements. With high-grade intercepts, such as 22.3 meters at 601 g/t AgEq (150.6 g/t Ag, 0.82 g/t Au, 5.86% Zn, 2.60% Pb, 0.13% Cu) from a depth of 18.9 meters at the Dry Creek Deposit area, Red Mountain offers substantial growth potential through ongoing drilling and resource expansion.

_*Metal equivalents at Red Mountain are calculated using ratios with metal prices of US$2,750/tonne Zn, US$2,100/tonne Pb, US$8,880/tonne Cu, US$1,850/oz Au, and US$23/oz Ag. Metal recoveries are based on metallurgical work returned of 90% Zn, 75% Pb, 70% Cu, 70% Ag, and 80% Au. Silver Equivalent (AgEq g/t) = [Zn (%) x 47.81] + [Pb (%) x 30.43] + [Cu (%) x 119] + [Ag (g/t) x 1] + [Au (g/t) x 91.93]. ZnEQ (%) = [Zn (%) x 1] + [Pb (%) x 0.6364] + [Cu (%) x 2.4889] + [Ag (ppm) x 0.0209] + [Au (ppm) x 0.1923]_

Hughes Project Overview

The Hughes project, located in central Nevada's prolific Tonopah mining district, is Summa's first flagship silver-gold asset. Anchored by the high-grade past-producing Belmont Mine, one of the United States' most prolific silver producers between 1903 and 19292, Hughes hosts indicated in-situ mineral resources of 0.98 million tonnes at 333 g/t AgEq totalling 10.3 million silver equivalent ounces, inferred in-situ mineral resources of 2.44 million tonnes at 421 g/t AgEq totalling 32.9 million silver equivalent ounces and, inferred tailings mineral resources of 1.26 million tonnes at 68 g/t AgEq totalling 2.74 million silver equivalent ounces, all as reported in an NI 43-101 Technical Report dated March 3, 20253. Recent drilling has confirmed exceptional high-grade mineralization, with intercepts such as 1,450 g/t silver equivalent (812 g/t Ag, 8.4 g/t Au) over 3.0 meters in hole SUM23-59 at the Ruby discovery, underscoring significant resource expansion potential. Strategically positioned near existing infrastructure, Hughes leverages modern exploration techniques to unlock new targets across its underexplored land package across a 4 km extension of the historic Tonopah mining district.

_*Silver Equivalent at Hughes is calculated using US$20/oz Ag, US$1,800/oz Au, with metallurgical recoveries of Ag - 90% and Au - 95%. AgEq = (Ag grade x Ag recovery)+((Au grade x Au recovery) x (Au price / Ag price))._

Mogollon Project Overview

The Mogollon project, covering southwestern New Mexico's prolific Mogollon mining district, is Summa's second flagship silver-gold asset. As the largest historic silver producer in New Mexico, with 13.1 million ounces of silver and 271,000 ounces of gold produced prior to World War II4, Mogollon hosts an inferred mineral resource estimate of 2.72 million indicated tonnes at 367 g/t AgEq totalling 32.1 million silver equivalent ounces as reported in a NI 43-101 Technical Report dated March 2, 20255. Recent drilling has confirmed exceptional high-grade mineralization, with intercepts such as 448 g/t silver equivalent (129 g/t Ag, 3.88 g/t Au) over 31.0 meters in hole MOG22-05 at the Consolidated target, underscoring significant resource expansion potential. Spanning 7,730 acres and centered on the 7.5 km-long Queen Vein, Mogollon covers a vein field totalling approximately 77 km in cumulative strike length that remains largely unexplored representing a rare and unique American silver discovery opportunity.

_*Silver Equivalent at Mogollon is calculated using US$20/oz Ag, US$1,800/oz Au, with metallurgical recoveries of Ag - 90% and Au - 95%. AgEq = (Ag grade x Ag recovery)+((Au grade x Au recovery) x (Au price / Ag price))._

Management Team and Board of Directors

The Combined Company's board of directors will initially be comprised of two nominees of Silver47 and two nominees of Summa, including Gary Thompson as Executive Chairman, Ryan Goodman, Galen McNamara, and Thomas O'Neill as directors.

The Combined Company will be managed by Gary Thompson as Executive Chairman; Galen McNamara as Chief Executive Officer; Martin Bajic as Chief Financial Officer; Giordano Belfiore as VP Investor Relations; Alex Wallis as VP Exploration; and Chris York as VP Operations.

Summa Special Committee and Fairness Opinion

Summa established a special committee of its board of directors (the "Summa Special Committee") to review the Transaction. The Summa Special Committee engaged Evans & Evans, Inc. ("Evans & Evans") to provide a fairness opinion with respect to the Transaction.

The fairness opinion provided by Evans & Evans confirms 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 Summa shareholders pursuant to the Transaction is fair, from a financial point of view, to Summa shareholders.

The Summa Special Committee has unanimously recommended that the board of directors of Summa approve the Arrangement Agreement and that the Summa shareholders vote in favour of the Transaction.

Board of Directors' Recommendation and Voting Support

The Arrangement Agreement and the Transaction have been unanimously approved by the boards of directors of each of Silver47 and Summa, and the board of directors of Summa has recommended that Summa shareholders vote in favour of the Transaction.

Each of the directors and senior officers of Summa have entered into voting support agreements with Silver47 and have agreed to vote in favour of the Transaction at the special meeting of shareholders of Summa to be held to consider the Transaction. Further information regarding the Transaction will be contained in an information circular that Summa will prepare, file and mail in due course to its shareholders in connection with the Summa special meeting.