Summa Silver Corp. (“
Summa” or the
“
Company”) (TSXV:SSVR) (OTCQB: SSVRF)
(Frankfurt:48X) is pleased to announce that it has entered into an
agreement with Research Capital Corporation and Eventus Capital
Corp., as co-lead agents and joint bookrunners, on behalf of a
syndicate of agents (collectively, the "
Agents")
in connection with a brokered private placement financing (the
"
Offering") of up to 12,500,000 units (each, a
“
Unit”) at a price of $0.80 per Unit, for
aggregate gross proceeds of up to $10 million.
Each Unit will be comprised of one common share
of the Company (a “Common Share”) and one-half of
one Common Share purchase warrant (each whole warrant, a
“Warrant”). Each whole Warrant shall be
exercisable to acquire one Common Share at a price of $1.20 per
Common Share for a period of 36 months from the closing of the
Offering.
Galen McNamara, CEO of the Company, stated: “I
would like to thank our shareholders and welcome new shareholders
for their support and endorsement of the Company. In less than
three years since inception, we have come a long way on both of our
landmark American high-grade silver projects. We very much look
forward to advancing these projects efficiently while continuing to
build relationships with all stakeholders, especially those near
our projects in New Mexico and Nevada.”
Approximately 7,106,250 of the Units sold
pursuant to the Offering (the “LIFE Portion”) are
expected to be offered to purchasers pursuant to the listed issuer
financing exemption under Part 5A of National Instrument 45-106 –
Prospectus Exemptions (“NI 45-106”) and will not
be subject a statutory hold period. Approximately 5,393,750 of the
Units sold pursuant to the Offering (the “AI
Portion”) are expected to be offered to purchasers
pursuant to the accredited investor exemption under Section 2.3 of
NI 45-106 and will be subject to a statutory hold period of four
months and one day.
The Agents will have an option (the
"Agents’ Option") to offer for sale up to an
additional 15% of the number of Units sold in the AI Portion, which
Agents’ Option is exercisable, in whole or in part, at any time up
to 48 hours prior to the closing of the Offering.
The net proceeds of the Offering will be used
for further exploration work on the Company’s projects and for
general working capital purposes, as is more fully described in the
Offering Document.
The Offering is anticipated to close on or about
December 29, 2022, or such later date as the Company may determine.
The closing 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 Company has agreed to pay to the Agents a
cash commission equal to 6% of the gross proceeds of the Offering.
In addition, the Company has agreed to issue to the Agents broker
warrants of the Company exercisable for a period of 36 months, to
acquire in aggregate that number of common shares of the Company
which is equal to 6% of the number of Units sold under the Offering
at an exercise price of $0.80.
There is an offering document (the
“Offering Document”) related to the LIFE Portion
that can be accessed under the Company’s profile at www.sedar.com
and on the Company’s website at www.summasilver.com. Prospective
investors should read this offering document before making an
investment decision.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy nor shall there be any
sale of any of the securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful, including any of the
securities in the United States of America. The securities have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the “1933 Act”) or any
state securities laws and may not be offered or sold within the
United States or to, or for account or benefit of, U.S. Persons (as
defined in Regulation S under the 1933 Act) unless registered under
the 1933 Act and applicable state securities laws, or an exemption
from such registration requirements is available.
About Summa Silver Corp
Summa is a Canadian junior mineral exploration
company. The Company owns a 100% interest in the Hughes property
located in central Nevada and has an option to earn 100% interest
in the Mogollon property located in southwestern New Mexico. The
Hughes property is host to the high-grade past-producing Belmont
Mine, one of the most prolific silver producers in the United
States between 1903 and 1929. The Mogollon property is the largest
historic silver producer in New Mexico. Both properties have
remained inactive since commercial production ceased and neither
have seen modern exploration prior to the Company’s
involvement.
Follow Summa Silver on Twitter:
@summasilver LinkedIn:
https://www.linkedin.com/company/summa-silver-corp/
ON BEHALF OF THE BOARD OF
DIRECTORS“Galen McNamara”Galen McNamara,
Chief Executive Officer info@summasilver.comwww.summasilver.com
Investor Relations
Contact:Giordy
Belfiore604-288-8004giordy@summasilver.com
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.
Cautionary note regarding forward-looking statements
This news release contains certain “forward
looking statements” and certain “forward-looking information” as
defined under applicable Canadian and U.S. securities laws.
Forward-looking statements and information can generally be
identified by the use of forward-looking terminology such as “may”,
“will”, “should”, “expect”, “intend”, “estimate”, “anticipate”,
“believe”, “continue”, “plans” or similar terminology. The
forward-looking information contained herein is provided for the
purpose of assisting readers in understanding management’s current
expectations and plans relating to the future. These
forward‐looking statements or information relate to, among other
things: the expected closing date of the Offering and the use of
proceeds of the Offering.
Forward-looking information is subject to known
and unknown risks, uncertainties and other factors that may cause
the actual actions, events or results to be materially different
from those expressed or implied by such forward-looking
information, including but not limited to: the requirement for
regulatory approvals; enhanced uncertainty in global financial
markets as a result of the current COVID-19 pandemic;
unquantifiable risks related to government actions and
interventions; stock market volatility; regulatory restrictions;
and other related risks and uncertainties.
Forward-looking information are based on
management of the parties’ reasonable assumptions, estimates,
expectations, analyses and opinions, which are based on such
management’s experience and perception of trends, current
conditions and expected developments, and other factors that
management believes are relevant and reasonable in the
circumstances, but which may prove to be incorrect.
The Company undertakes no obligation to update
forward-looking information except as required by applicable law.
Such forward-looking information represents management’s best
judgment based on information currently available. No
forward-looking statement can be guaranteed and actual future
results may vary materially. Accordingly, readers are advised not
to place undue reliance on forward-looking statements or
information.
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