Hawthorn Announces Closing of C$4 Million Subscription Receipt Financing

By Finance News On Jun 25, 2025

The Offering is being conducted in connection with Silver47 and Summa entering 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.”

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”).

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 (a “Unit”). Each Unit will consist of one common share of Summa (a “Summa Share”) and one-half of one common share purchase warrant (each whole warrant, a “Summa Warrant”). Following the completion of the Transaction, each Summa Warrant will entitle the holder to purchase one common share of Silver47 Share (a “Warrant Share”) at a post-Exchange Ratio adjustment exercise price of $0.7964 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% of the cash commission and 50% of an advisory fee payable by Summa to RCC will be deposited and held by Odyssey Trust Company (the “Escrow Agent”) in an interest bearing account (the “Escrowed Funds”) 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% of the remaining cash commission, 50% 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 (collectively, the “Escrow Release Conditions”) by September 15, 2025 or such other date as may be mutually agreed to in writing between Summa, Silver47, and RCC (the “Escrow Release Deadline”), 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;