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Silver Crown Royalties Signs Definitive Agreement to Acquire Royalty on Soma Gold's El Bagre Complex

2026-11-02 03:00 ET - News Release

(via TheNewswire)

Silver Crown Royalties

TORONTO, ON – TheNewswire - November 2, 2026 – Silver Crown Royalties Inc. ( Cboe : SCRI, OTCQX : SLCRF, BF : QS0) (“Silver Crown”, “SCRi”, the “Corporation”, or the “Company” ) announces that it has entered into a definitive silver royalty agreement (the “Royalty Agreement”) dated October 31, 2026 with Soma Gold Corp. (TSXV: SOMA) (“Soma” or “Soma Gold”) to acquire a royalty on 90%of the silver produced from Soma’s producing El Bagre Gold Mining Complex in Antioquia, Colombia, including the Cordero underground mine (the “Royalty”), for US$10,000,000 in cash (the “Transaction”). All amounts are in Canadian dollars unless otherwise indicated.

TRANSACTION HIGHLIGHTS:

Producing asset with an operating track 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 multi-year history of gold and silver sales.

Attractive royalty structure with minimum deliveries: During the delivery period (the “ Delivery Period ”), SCRI will receive the greater of 90% of payable silver produced and scheduled minimum deliveries totalling 305,500 ounces of silver over approximately five and a half years, paid quarterly in cash at the LBMA silver price less a fixed 3% deduction. Thereafter, the Royalty converts to a 7.5% 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% in 2027 and 57% 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% of Silver Crown’s current market capitalization.

Peter Bures, Chairman and CEO 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 by-product 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 CEO 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 US$10,000,000 is payable in two tranches. The first tranche of US$3,000,000 (less a US$75,000 work fee previously paid) will be paid at closing, which is expected to occur on or before November 30, 2026, at which time the Royalty will be granted at 30% of its full terms and Soma’s obligations will be guaranteed by its Colombian operating subsidiary, Operadora Minera S.A.S. The second tranche of US$7,000,000 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% of its full terms. Soma has agreed to use best efforts to complete the discharge by December 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 US$3,000,000 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

The El Bagre Gold Mining Complex is located in the Bajo Cauca region of the Department of Antioquia, Colombia, approximately 200 kilometres northeast of Medellín, and is 100% owned and operated by Soma through Operadora Minera S.A.S. 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, P.Geo., 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 (Cboe: SCRI | OTCQX: SLCRF | BF: QS0) 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. For further information, please contact:

Silver Crown Royalties Inc.

Peter Bures, Chairman and CEO

T: (416) 481-1744 | pbures@silvercrownroyalties.com     

FORWARD-LOOKING STATEMENTS

This 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. Readers are cautioned that such information may not be appropriate for other purposes. Forward-looking statements and information include, but are not limited to, statements regarding the completion and timing of closing of the Transaction and the payment of the second tranche of the purchase price, the satisfaction of the conditions to closing, the discharge of the security held by Soma’s existing financier and the registration of first-ranking security in favour of Silver Crown, the expected accretion from the Transaction and the expected increase in the Company’s attributable silver ounce revenue, the timing and amount of royalty payments and minimum deliveries under the Royalty Agreement, future production at El Bagre, and the Company’s pipeline of royalty opportunities. Forward-looking statements and information are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that, while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies, including assumptions regarding the silver price, the continuation of production at El Bagre at or above current rates, Soma’s performance of its obligations under the Royalty Agreement and the completion of the discharge of Soma’s existing financing security.

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 risk that the conditions to closing of the Transaction are not satisfied or that the discharge of Soma’s existing financing security is not completed; the impact of general business and economic conditions; the absence of control over mining operations from which SCRI will purchase silver and other metals or from which it will receive royalty payments and risks related to those mining operations, including risks related to international operations and operations in Colombia, government and environmental regulation, delays in mine construction and operations, actual results of mining and current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined; accidents, equipment breakdowns, title matters, labor disputes or other unanticipated difficulties or interruptions in operations; the financial condition of Soma and its ability to fund its operations and perform its obligations; SCRI’s ability to enter into definitive agreements and close proposed royalty transactions; the inherent uncertainties related to the valuations ascribed by SCRI to its royalty interests; problems inherent to the marketability of silver and other metals; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; industry conditions, including fluctuations in the price of the primary commodities mined at such operations, fluctuations in foreign exchange rates and fluctuations in interest rates; government entities interpreting existing tax legislation or enacting new tax legislation in a way which adversely affects SCRI; stock market volatility; regulatory restrictions; liability, competition, the potential impact of epidemics, pandemics or other public health crises on SCRI’s business, operations and financial condition, loss of key employees. SCRI has attempted to identify important factors that could cause actual results to differ materially from those contained in forward looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. SCRI undertakes no obligation to update forward-looking information except as required by applicable law.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered or exempt therefrom.

CBOE CANADA DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.

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