Mr. Peter Bures reports
SILVER CROWN ROYALTIES SIGNS DEFINITIVE AGREEMENT
TO ACQUIRE ROYALTY ON SOMA GOLD'S EL BAGRE COMPLEX
Silver Crown Royalties Inc. has entered into a definitive silver royalty agreement dated Oct. 31, 2026, with Soma Gold Corp., to acquire a royalty on 90 per cent of the silver produced from Soma's producing El Bagre gold mining complex in Antioquia, Colombia, including the Cordero underground mine, for $10-million (U.S.) in cash. All amounts are in Canadian dollars unless otherwise indicated.
Transaction highlights
Producing asset with an operating record: El Bagre has been in continuous production for over a decade and currently processes ore from the Cordero underground mine through an on-site gold processing plant, with a multiyear history of gold and silver sales.
Attractive royalty structure with minimum deliveries: During the delivery period, Silver Crown will receive the greater of 90 per cent of payable silver produced and scheduled minimum deliveries totalling 305,500 ounces of silver over approximately 5-1/2 years, paid quarterly in cash at the LBMA silver price less a fixed 3-per-cent deduction. Thereafter, the royalty converts to a 7.5-per-cent net smelter return royalty on silver for the life of the operation.
Immediately accretive: The transaction is expected to be immediately accretive to Silver Crown on a per-share basis, on both attributable silver ounces and cash flow, and is expected to increase the company's attributable silver ounce revenue by approximately 29 per cent in 2027 and 57 per cent in 2028.
Portfolio diversification: The royalty adds a third producing jurisdiction to the portfolio, reducing the company's concentration in Peru, and increases Silver Crown's royalty count to nine silver royalties across seven projects.
Efficient capital deployment: The purchase price represents less than 6 per cent of Silver Crown's current market capitalization.
Peter Bures, chairman and chief executive officer of Silver Crown, commented: "El Bagre is exactly the kind of asset our strategy is built around: a producing mine with a long operating history, an experienced operator and silver that is a byproduct to the operator but meaningful to us. The minimum delivery schedule gives our shareholders visibility on more than 300,000 ounces of silver over the next five years, with a life-of-mine tail behind it, and the acquisition is immediately accretive on every metric we track. This transaction is a win-win for Silver Crown shareholders as well as for our newest royalty partner's shareholders. We look forward to a fruitful relationship as both companies grow together and continue to realize their potential. We continue to seek out additional opportunities in order to continue aggressively growing the silver ounce revenue line of your company."
Geoff Hampson, chairman and chief executive officer of Soma Gold, commented: "We are pleased to have successfully negotiated this transaction with SCRI, a valued capital provider. We appreciate their constructive approach and confidence in Soma Gold's strategy and assets. We look forward to building a strong partnership."
Transaction terms
The purchase price of $10-million (U.S.) is payable in two tranches. The first tranche of $3-million (U.S.) (less a $75,000 (U.S.) work fee previously paid) will be paid at closing, which is expected to occur on or before Nov. 30, 2026, at which time the royalty will be granted at 30 per cent of its full terms, and Soma's obligations will be guaranteed by its Colombian operating subsidiary Operadora Minera SAS. The second tranche of $7-million (U.S.) will be paid following the discharge of the security held by Soma's existing gold financier over Operadora Minera and the El Bagre assets and the registration of first-ranking security in favour of Silver Crown, at which time the royalty will increase to 100 per cent of its full terms. Soma has agreed to use best efforts to complete the discharge by Dec. 31, 2026. If the discharge has not been completed by that date, Silver Crown will have the right to require Soma to repurchase the royalty for $3-million (U.S.) plus interest and the royalty payable for the preceding quarter.
Closing of the first tranche is subject to customary conditions, including the delivery of Colombian law security documents and legal opinions and the acceptance of Cboe Canada. The royalty agreement contains customary representations, warranties, covenants and indemnities, including restrictions on Soma's ability to dispose of or encumber the El Bagre mining titles and plant and audit, inspection and technical advisory rights in favour of Silver Crown.
About El Bagre
El Bagre gold mining complex is located in the Bajo Cauca region of the Department of Antioquia, Colombia, approximately 200 kilometres northeast of Medellin, and is 100 per cent owned and operated by Soma through Operadora Minera. The complex comprises the Cordero underground mine and an on-site gold processing plant. Further information regarding El Bagre, including Soma's current technical report, is available under Soma's profile on SEDAR+.
Qualified person
The scientific and technical information in this news release relating to El Bagre has been derived from Soma's public disclosure, and has been reviewed and approved by Mitchell Lavery, PGeo, technical consultant to the corporation and a qualified person as defined in National Instrument 43-101 (Standards of Disclosure for Mineral Projects). Silver Crown has not independently verified the information and is relying on Soma's disclosure.
About Silver Crown Royalties Inc.
Founded by seasoned industry professionals, Silver Crown Royalties is a publicly traded silver royalty company dedicated to generating free cash flow. Following completion of the transaction, Silver Crown will hold nine silver royalties across seven projects. Its business model offers investors exposure to precious metals, providing a natural hedge against currency devaluation while mitigating the adverse effects of production-related cost inflation. Silver Crown strives to minimize the economic burden on mining projects while simultaneously maximizing shareholder returns.
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