Exchanged for Securities of Silver47 Exploration Corp. Pursuant to the Plan of Arrangement

Eric Sprott announces that, on August 1, 2025, 2176423 Ontario Ltd. (a corporation beneficially owned by him) acquired 10,383,434 common shares of Silver47 Exploration Corp., (Silver47 Shares) and 1,525,000 Silver47 Share purchase warrants (Silver47 Warrants) upon the closing a statutory plan of arrangement (Arrangement), pursuant to which Silver47 Exploration acquired all the outstanding common shares of Summa Silver Corp (Summa Silver Shares). Pursuant to the Arrangement, among other things, holders of Summa Silver Shares received 0.452 of a Silver47 Share for every Summa Silver Share they held. Mr. Sprott now beneficially owns over 10% of the outstanding Silver47 Shares.

Summa Silver holdings: Prior to the Arrangement, Mr. Sprott beneficially owned 22,972,200 Summa Silver Shares and 3,375,000 Summa Silver Share purchase warrants, representing approximately 15.3% of the outstanding Summa Silver Shares on a non-diluted basis, and approximately 17.2% on a partially diluted basis assuming exercise of such warrants. As a result of the Arrangement, Mr. Sprott no longer holds any securities of Summa Silver, and Mr. Sprott (as well as 2176423 Ontario Ltd.) ceased to be insiders of Summa Silver.

Silver47 Exploration holdings: Prior to the Arrangement, Mr. Sprott beneficially owned 5,500,000 Silver47 Shares and 750,000 Silver47 Warrants, representing approximately 7.8% of the outstanding Silver47 Shares on a non-diluted basis, and approximately 8.8% on a partially diluted basis assuming exercise of such warrants. As a result of the Arrangement, Mr. Sprott now beneficially owns 15,883,424 Silver47 Shares and 2,275,000 Silver 47 Warrants representing approximately 11.5% of the outstanding Silver47 Shares on a non-diluted basis, and approximately 12.9% on a partially diluted basis assuming exercise of such warrants

Mr. Sprott has a long-term view of the investment in Silver47 Exploration securities and may acquire additional securities of Silver47 Exploration including on the open market or through private acquisitions or sell securities including on the open market or through private dispositions, in the future, depending on market conditions, reformulation of plans and/or other relevant factors.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/260984

(TheNewswire)

     

Vancouver, BC TheNewswire – August 1, 2025 Element79 Gold Corp. (CSE: ELEM,OTC:ELMGF) (OTC: ELMGF) (FSE: 7YS0) (‘Element79 Gold’, the ‘Company’) is pleased to announce that it has executed a definitive Asset Purchase Agreement (the ‘Agreement’) dated July 31, 2025, with Donald James McDowell (the ‘Vendor’) for the acquisition of a 100% interest in the Gold Mountain Project located in Lander County, Nevada.

  The Gold Mountain Project consists of 34 unpatented mining claims covering highly prospective ground in the heart of Nevada’s Battle Mountain trend. Under the terms of the Agreement, Element79 Gold, through its wholly owned subsidiary ELEM Battle Mountain LLC, has agreed to acquire all rights, title, and interest in the Gold Mountain assets in exchange for the issuance of 100,000,000 common shares of the Company at a deemed price of C$0.02 per share, as well as a cash payment of US$137,485.85 payable following the closing of the Company’s next equity financing.  

  As part of the transaction, the Vendor will retain a 3% Net Smelter Return (NSR) royalty on all future mineral production from the project.   This arm’s length transaction is not considered a fundamental change for the Company.  No finder’s fees will be paid in conjunction with the transaction. The Company Will ensere that all required regulatory Filings are made in regards to this transaction.  

  Full details of the acquisition are available in the Asset Purchase Agreement filed on SEDAR+.  

  James Tworek, CEO of Element79 Gold, commented   :  

  ‘This acquisition marks a significant step in advancing our strategic focus in Nevada. The Gold Mountain Project provides a drill-ready opportunity with strong geological fundamentals in one of the most prolific gold regions in the world. Our technical team is preparing an exploration program for later this year to begin unlocking the value of this asset.’  

  About Element79 Gold Corp  

  Element79 Gold Corp is a mining company focused on gold and silver exploration, with a portfolio of assets in Nevada and Peru. The Company is actively advancing its Elephant project in the Battle Mountain trend of Nevada, as well as the drill-ready Gold Mountain project in Battle Mountain, Nevada. The Company also holds an option to purchase the high-grade Lucero mine in southern Peru.   Element79 Gold has completed the transfer of its Dale Property in Ontario to its wholly owned subsidiary, Synergy Metals Corp., and is progressing through the Plan of Arrangement spin-out process.   Element79 Gold is listed on the Canadian Securities Exchange (CSE: ELEM,OTC:ELMGF), the Frankfurt Stock Exchange (FSE: 7YS0), and the OTC Markets (OTC: ELMGF).  

  Investor Relations Contact:  

  Investor Relations Department  

  Email:     investors@element79.gold     
Phone: +1.604.319.6953  

  Corporate Contact:  

  James C. Tworek, Chief Executive Officer and Director  

  Email:     jt@element79.gold    

  Cautionary Note Regarding Forward Looking Statements  

  This press release contains forward-looking statements within the meaning of applicable securities laws. The use of any of the words ‘anticipate,’ ‘plan,’ ‘continue,’ ‘expect,’ ‘estimate,’ ‘objective,’ ‘may,’ ‘will,’ ‘project,’ ‘should,’ ‘predict,’ ‘potential’ and similar expressions are intended to identify forward-looking statements. In particular, this press release contains forward-looking statements concerning the Company’s exploration plans, development plans and the Force Majeure Event. Although the Company believes that the expectations and   assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on these statements because the Company cannot provide assurance that they will prove correct. Forward-looking statements involve inherent risks and uncertainties, and actual results may differ materially from those anticipated. Factors that could cause actual results to differ include conditions in the duration of the Force Majeure Event, and receipt of regulatory and shareholder approvals. These forward-looking statements are made as of the date of this press release, and, except as required by law, the Company disclaims any intent or obligation to update publicly any forward-looking statements.  

  Neither the Canadian Securities Exchange nor the Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.  

Copyright (c) 2025 TheNewswire – All rights reserved.

Silver47 Exploration Corp. (TSXV: AGA,OTC:AAGAF) (OTCQB: AAGAF) (‘Silver47’) and Summa Silver Corp. (TSXV: SSVR) (OTCQX: SSVRF) (‘Summa’) (together, the ‘Companies’) are pleased to announce the completion of their previously announced at-market merger (the ‘Transaction’) by way of a court-approved plan of arrangement (the ‘Arrangement’). The combined company (the ‘Combined Company’) will continue under the name ‘Silver47 Exploration Corp.’.

Gary R. Thompson, Executive Chairman of Silver47, stated: ‘We are excited to have reached this transformative milestone which begins our rapid growth phase to become a large high-grade USA-focused silver company. I’m looking forward to unlocking the value of these assets.’

Galen McNamara, Chief Executive Officer of Silver47, stated: ‘Silver47 now emerges as a premier United States-focused high-grade silver explorer and developer. Uniting projects in Alaska, Nevada, and New Mexico cumulatively hosting well over 200 million silver equivalent ounces with clear upside potential, we’re poised to benefit from a renewed interest in United States mineral development at a time when the importance of domestic production has returned to the national spotlight. With a talented team, strong cash position, and support from our shareholders, we plan to aggressively drive exploration, growth, and development. This combination enhances our scale and visibility in an emerging silver and critical metals market, positioning us to advance our vision and deliver ongoing value to shareholders.’

Following the Transaction, the Combined Company is 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.

Under the terms of the Transaction, Summa shareholders received 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‘).

As a result of the Transaction, Summa has become a wholly-owned subsidiary of Silver47 and the Summa Shares are anticipated to be delisted from the TSX Venture Exchange at market close on or about August 5, 2025. Following the delisting, Summa intends to apply to cease to be a reporting issuer under applicable Canadian securities laws.

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$0.33/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 including Eric Sprott.

•  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 includes 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

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 1.923]
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.

Management Team and Board of Directors

Silver47 will be led by Gary R. Thompson as Executive Chairman, Galen McNamara as Chief Executive Officer and Martin Bajic as Chief Financial Officer. Galen McNamara and Thomas O’Neill have been appointed to Silver47’s board of directors, joining Gary R. Thompson and Ryan Goodman.

Subscription Receipt Financing

Prior to the completion of the Transaction, the 27,600,000 Subscription Receipts issued by Summa pursuant to its previously announced subscription receipt financing (the ‘Subscription Receipt Financing‘) automatically converted into units of Summa, which units have been exchanged, adjusted, or converted into securities of Silver47 at the Exchange Ratio, resulting in the issuance of an aggregate of 12,475,400 Silver47 Shares, and warrants entitling the holders to acquire an additional 6,237,600 Silver47 Shares at an exercise price of $0.796 per Silver47 Share.

The Subscription Receipt Financing was led by Research Capital Corporation, 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.

Additional Issuances

Upon the closing of the Transaction, Haywood Securities Inc. and Eventus Capital Corp. were each issued 723,325 units of Silver47 (the ‘Advisory Units‘) in consideration of financial advisory services provided to Silver47 and Summa, respectively, in connection with the Transaction. The Advisory Units were issued at a deemed price of $0.553 per unit.

Each Advisory Unit is comprised of one Silver47 Share and one-half of one Silver47 share purchase warrant with each whole warrant exercisable to acquire one Silver47 Share at an exercise price of $0.796 for a period of 24 months from issuance.

Information for Registered Summa Shareholders

In order to receive Silver47 Shares in exchange for Summa Shares, registered shareholders of Summa must complete, sign, date and return the letter of transmittal that was mailed to each Summa shareholder prior to closing. The letter of transmittal is also available under Summa’s profile on SEDAR+ at www.sedarplus.ca. For those shareholders of Summa whose Summa Shares are registered in the name of a broker, investment dealer, bank, trust company, trust or other intermediary or nominee, they should contact such nominee for assistance in depositing their Summa Shares and should follow the instructions of such intermediary or nominee.

Convertible Securities

Summa Options

Pursuant to the Arrangement, each Summa option (a ‘Summa Option‘), whether vested or unvested, has been transferred to Silver47, with the holder thereof receiving as consideration an option to purchase from Silver47 such number of Silver47 Shares equal to the Exchange Ratio multiplied by the number of Summa Shares subject to the Summa Option, at an exercise price per Silver47 Share equal to the current Summa Option exercise price divided by the Exchange Ratio, exercisable until the original expiry date of such Summa Option and otherwise governed by the terms of the Summa stock option plan.

Summa Warrants

Pursuant to the Arrangement, each Summa warrant to purchase common shares (a ‘Summa Warrant‘) will, upon the exercise of such rights, entitle the holder thereof to be issued and receive for the same aggregate consideration, upon such exercise, in lieu of the number of Summa Shares to which such holder was theretofore entitled upon exercise of such Summa Warrants, the kind and aggregate number of Silver47 Shares that such holder would have been entitled to be issued and receive if, immediately prior to the effective time of the Arrangement, such holder had been the registered holder of the number of Summa Shares to which such holder was theretofore entitled upon exercise of such Summa Warrants. All other terms governing the warrants, including, but not limited to, the expiry date, exercise price and the conditions to and the manner of exercise, will be the same as the terms that were in effect immediately prior to the effective time of the Arrangement, and shall be governed by the terms of the applicable warrant instruments.

Further information about the Transaction is set forth in the materials prepared by Summa in respect of the special meeting of the shareholders of Summa which were mailed to Summa shareholders and filed under Summa’s profile on SEDAR+ at www.sedarplus.ca.

Early Warning Disclosure

Prior to the Transaction, Silver47 held nil Summa Shares. Following the completion of the Transaction, Silver47 holds all of the issued and outstanding Summa Shares. An early warning report will be filed by Silver47 under Summa’s SEDAR+ profile at www.sedarplus.ca in accordance with applicable securities laws. To obtain a copy of the early warning report, please contact Martin Bajic at mbajic@silver47.ca.

Advisors and Counsel

Haywood Securities Inc. acted as exclusive financial advisor to Silver47. Fasken Martineau DuMoulin LLP acted as Canadian legal advisor to Silver47.

Eventus Capital Corp. acted as exclusive financial advisor to Summa. Forooghian + Company Law Corporation acted as Canadian legal advisor to Summa.

Technical Disclosure and Qualified Persons

The scientific and technical information contained in this news release has been reviewed and approved by Galen McNamara, P. Geo., Chief Executive Officer of Silver47, a QP as defined by NI 43-101.

About Silver47

Silver47 Exploration Corp. is a Canadian-based exploration company that wholly-owns six silver and critical metals (polymetallic) exploration projects in Canada and the US. These projects include the Red Mountain Project in southcentral Alaska, a silver-gold-zinc-copper-lead-antimony-gallium VMS-SEDEX project. The Red Mountain Project hosts an inferred mineral resource estimate of 15.6 million tonnes at 7% ZnEq or 335.7 g/t AgEq, totaling 168.6 million ounces of silver equivalent, as reported in the NI 43-101 Technical Report dated January 12, 2024. Silver47 also owns a 100% 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 have seen modern exploration prior to Summa’s involvement.

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.

Forward looking and other cautionary statements

Certain information set forth in this news release contains ‘forward‐looking statements’ and ‘forward‐looking information’ within the meaning of applicable Canadian securities legislation and applicable United States securities laws (referred to herein as forward‐looking statements). Except for statements of historical fact, certain information contained herein constitutes forward‐looking statements which includes, but is not limited to, statements with respect to: the potential benefits to be derived from the Transaction; the future financial or operating performance of Silver47 and Silver47’s mineral properties and project portfolios; Silver47’s intended use of the net proceeds from the sale of Subscription Receipts; the results from work performed to date; the estimation of mineral resources and reserves; the realization of mineral resource and reserve estimates; the development, operational and economic results of technical reports on mineral properties referenced herein; magnitude or quality of mineral deposits; the anticipated advancement of Silver47’s mineral properties and project portfolios; exploration expenditures, costs and timing of the development of new deposits; underground exploration potential; costs and timing of future exploration; the completion and timing of future development studies; estimates of metallurgical recovery rates; exploration prospects of mineral properties; requirements for additional capital; the future price of metals; government regulation of mining operations; environmental risks; the timing and possible outcome of pending regulatory matters; the realization of the expected economics of mineral properties; future growth potential of mineral properties; and future development plans.

Forward-looking statements are often identified by the use of words such as ‘may’, ‘will’, ‘could’, ‘would’, ‘anticipate’, ‘believe’, ‘expect’, ‘intend’, ‘potential’, ‘estimate’, ‘budget’, ‘scheduled’, ‘plans’, ‘planned’, ‘forecasts’, ‘goals’ and similar expressions. Forward-looking statements are based on a number of factors and assumptions made by management and considered reasonable at the time such information is provided. Assumptions and factors include: the integration of the Companies, and realization of benefits therefrom; Silver47’s ability to complete its planned exploration programs; the absence of adverse conditions at mineral properties; no unforeseen operational delays; no material delays in obtaining necessary permits; the price of gold remaining at levels that render mineral properties economic; Silver47’s ability to continue raising necessary capital to finance operations; and the ability to realize on the mineral resource and reserve estimates. Forward‐looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward‐looking statements. These risks and uncertainties include, but are not limited to: risks related to the Transaction, including, but not limited to, integration risks; general business, economic and competitive uncertainties; the actual results of current and future exploration activities; conclusions of economic evaluations; meeting various expected cost estimates; benefits of certain technology usage; changes in project parameters and/or economic assessments as plans continue to be refined; future prices of metals; possible variations of mineral grade or recovery rates; the risk that actual costs may exceed estimated costs; geological, mining and exploration technical problems; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); title to properties and management’s ability to anticipate and manage the foregoing factors and risks. Although Silver47 has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in the forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Readers are advised to study and consider risk factors disclosed in Silver47’s management’s discussion and analysis for the three and six months ended April 30, 2025 and 2024, and Summa’s annual information form dated December 20, 2024 for the fiscal year ended August 31, 2024.

There can be no assurance that forward‐looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Silver47 undertakes no obligation to update forward‐looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The forward-looking statements contained herein are presented for the purposes of assisting investors in understanding Silver47’s plans, objectives and goals and may not be appropriate for other purposes. Forward-looking statements are not guarantees of future performance and the reader is cautioned not to place undue reliance on forward‐looking statements. This news release also contains or references certain market, industry and peer group data, which is based upon information from independent industry publications, market research, analyst reports, surveys, continuous disclosure filings and other publicly available sources. Although Silver47 believes these sources to be generally reliable, such information is subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other inherent limitations and uncertainties. Silver47 has not independently verified any of the data from third party sources referred to in this news release and accordingly, the accuracy and completeness of such data is not guaranteed.

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/260955

(TheNewswire)

  

Vancouver, British Columbia TheNewswire – August 1, 2025 ‑ Harvest Gold Corporation (TSXV: HVG,OTC:HVGDF) (‘ Harvest Gold ‘ or the ‘ Company ‘) announces that, subject to the approval of the TSX Venture Exchange (the ‘ Exchange ‘) and further to its news release of July 3, 2025, it has closed its non-brokered private placement raising gross proceeds of $2,295,549.86 (the ‘ Offering ‘).

The Offering consisted of 11,660,199 units (the ‘ Units ‘) at a price of $0.075 per Unit for proceeds of $874,514.93 and 13,533,666 charity flow-through units (the ‘ CFT Units ‘) at a price of $0.105 per CFT Unit for proceeds of $1,421,034.93.

Crescat Capital LLC (‘ Crescat ‘), as the lead investor in the Offering, purchased 5,866,666 Units, bringing its non-diluted ownership of Harvest Gold common shares to approximately 19.73%.  Crescat’s participation constitutes a ‘related party transaction’ as defined under Multilateral Instrument 61-101   Protection of Minority Security Holders in Special Transactions   (‘   MI 61-10   1′). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 based on the exemptions provided in Section 5.5(c)   Distribution of Securities for Cash   and Section 5.7(b)   Fair Market Value Not More than $2,500,   000, respectively.  

  Quinton Hennigh, Geologic and Technical Advisor at Crescat Capital LLC states: ‘Harvest Gold has, in my view, a very attractive land position over a highly prospective greenstone belt that hosts the nearby Windfall deposit. Although in the early stage, Harvest Gold’s team collected solid geophysical and geochemical data that define some compelling green field targets. They are now set to conduct their first drill program to test these targets. I find it refreshing to see a company tackle something bold and new like this and look forward to seeing what they encounter.’  

  Rick Mark, President and CEO of Harvest Gold states: ‘We are grateful to Crescat and the outstanding group of investors who have supported us in this round and over the past two year as we established ourselves in Quebec. I am very pleased to say that the drilling at Mosseau will begin shortly and that, concurrently, we will be exploring Urban Barry and Labelle for the first time.’  

Each CFT Unit is comprised of one common share of the Company (each, a ‘ Common   Share ‘) and one common share purchase warrant of the Company (each, a ‘ Warrant ‘), each of which qualifies as a ‘flow-through share’ (within the meaning of subsection 66(15) of the Income Tax Act (Canada)). Each Unit consists of one Common Share and one Warrant. Each Warrant entitles the holder thereof to acquire one Common Share (each, a ‘ Warrant Share ‘) at a price of $0.12 per Warrant Share for a period of two years following the closing date of the Offering (the ‘ Expiry Date ‘).

  The Company anticipates using the proceeds from the issue and sale of the Units for the 2025 drilling campaign, various other exploration expenses and general working capital.  

  The gross proceeds raised from the CFT Units will be used by the Company to incur eligible ‘Canadian exploration expenses’ that qualify as ‘flow-through mining expenditures’ (as both terms are defined in the Income Tax Act (Canada)) (the ‘ Qualifying Expenditures ‘) related to the Company’s projects in Québec. The Company will renounce Qualifying Expenditures with an effective date of no later than December 31, 2025, in an amount of not less than the total amount of the gross proceeds raised from the issuance of the CFT Units, and incur such expenses by December 31, 2026.

All securities issued will be subject to a four-month hold period pursuant to securities laws in Canada, expiring on December 1, 2025.  

  In connection with the Offering, the Company paid finder’s fees consisting of $19,790 cash and 263,867 non-transferable finder’s warrants (the ‘   Finder’s   Warrants   ‘) to arm’s length finders.  Each Finder’s Warrant is exercisable at $0.12 until the Expiry Date.  

  About Harvest Gold Corporation  

  Harvest Gold has three active gold projects focused in the Urban Barry area, totalling 329 claims covering 17,539.25 ha , located approximately 45-70 km east of the Gold Fields Windfall Deposit.  

The Company’s board of directors, management team and technical advisors have collective geological and financing experience exceeding 400 years.

  Harvest Gold acknowledges that the Mosseau Gold Project straddles the Eeyou Istchee-James Bay and Abitibi territories.  Harvest Gold is committed to developing positive and mutually beneficial relationships based on respect and transparency with local Indigenous communities.  

  ON BEHALF OF THE BOARD OF DIRECTORS  

Rick Mark
President and CEO
Harvest Gold Corporation

  For more information please contact:  

  Rick Mark or Jan Urata
@ 604.737.2303 or     info@harvestgoldcorp.com    

  Neither 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.  

  Forward Looking Information  

  This news release includes certain statements that may be deemed ‘forward looking statements’. All statements in this news release, other than statements of historical facts, that address events or developments that Harvest Gold expects to occur, are forward looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words ‘expects’, ‘plans’, ‘anticipates’, ‘believes’, ‘intends’, ‘estimates’, ‘projects’, ‘potential’ and similar expressions, or that events or conditions ‘will’, ‘would’, ‘may’, ‘could’ or ‘should’ occur.  

  Forward-looking statements in this news release include, but are not limited to, statements regarding: the final approval of the Offering by the Exchange; the anticipated commencement of drilling at Mosseau and initial exploration at Urban Barry and Labelle; the Company’s exploration plans and strategy; the expected use of proceeds from the Offering; and the Company’s intention to incur and renounce Qualifying Expenditures under the   Income Tax Act   (Canada) within the prescribed timelines.  

  Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward looking statements include market prices, exploitation and exploration successes, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any   such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.  

  The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the ‘U.S. Securities Act’), or any applicable securities laws of any state of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act) or persons in the United States unless registered under the U.S. Securities Act and any other applicable securities laws of the United States or an exemption from such registration requirements is available.  

  This press release does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within any jurisdiction, including the United States.  Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.  

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