Announcement • Aug 21
Bunker Hill Mining Corp. (TSX:BNKR) entered into a definitive arrangement agreement to acquire Silver47 Exploration Corp. (TSXV:AGA) for approximately CAD 190 million.
Bunker Hill Mining Corp. (TSX:BNKR) entered into a definitive arrangement agreement to acquire Silver47 Exploration Corp. (TSXV:AGA) for approximately CAD 190 million on August 20, 2026. Under the terms of the Arrangement Agreement, Silver47 shareholders will receive 0.1724 shares of common stock in Bunker Hill (each whole share, a “Bunker Hill Share”) in exchange for each Silver47 common share (each, a “Silver47 Share”) held immediately prior to the closing of the Transaction (the “Exchange Ratio”). The Exchange Ratio implies consideration of approximately CAD 0.93 ($0.67) (per Silver47 Share based on the last closing price of Bunker Hill on the TSX on August 20, 2026. The consideration represents a premium of approximately 38% to Silver47’s last closing price on the TSX Venture Exchange (the “TSXV”) on August 20, 2026 and an approximately 30% premium to the 20-day volume-weighted average price (“VWAP”). Based on the last closing price of the Bunker Hill Shares on the TSX on August 20, 2026, the Exchange Ratio implies an aggregate equity value for Silver47 of approximately CAD 230 million ($160 million), on a fully diluted, in-the-money basis. Bunker Hill is also pleased to announce that it has entered into a concentrate prepayment agreement with Ocean Partners, a current shareholder of Bunker Hill, for a concentrate prepayment facility of up to CAD 13.8 million ($10 million). The concentrate prepayment facility further strengthens our partnership with Ocean Partners, a global provider of trading services for miners, smelters and refiners. Silver47 has agreed to use commercially reasonable efforts (the “Debt Facility Covenant”) to make available to Bunker Hill an unsecured debt facility of up to CAD 6.9 million ($5million (the “Debt Facility”). Bunker Hill announces that it has drawn CAD 1.4 million ($1 milion under its existing standby facility (the "Standby Facility"), provided to the Company by Teck, together with its affiliates, providing additional financial flexibility as the Company continues the ramp-up of operations at the Bunker Hill Mine in Kellogg, Idaho.
Upon closing of the Transaction, the Combined Company’s board of directors and management team will be comprised of: Board of Directors: Richard Williams (Executive Chairman), Mark Cruise (Lead Independent Director), Sam Ash (Director), Gary Thompson (Director), Galen McNamara (Director), Pamela Saxton (Director), and Kelli Kast (Director). Management: Richard Williams (Executive Chairman), Sam Ash (Chief Executive Officer), Galen McNamara (President & Chief Investment Officer), and Bradley Barnett (Chief Financial Officer). Concurrent with the Transaction, the combined company (the “Combined Company”) will seek a name change to “Bunker Hill Silver Corp.” and remain listed on the Toronto Stock Exchange (“TSX”). The operational headquarters will be located in the Silver Valley of Idaho, at the Bunker Hill Mine site. In connection with completion of the Transaction, the Silver47 Shares will be de-listed from the TSXV and the Frankfurt Stock Exchange and in connection with closing, Silver47 will make an application to cease to be a reporting issuer under Canadian securities laws.
Completion of the Transaction is subject to a number of terms and conditions, including, without limitation, the following: (a) approval of the Silver47 shareholders; (b) approval of the Bunker Hill shareholders; (c) approval of the TSX and TSXV; (d) issuance of a final order by the Court; and (e) other standard conditions of closing for a transaction of this nature. In connection with signing of the Arrangement Agreement, certain directors, officers and shareholders of Silver47 entered into voting support agreements with Bunker Hill, agreeing to vote their Silver47 Shares in favour of the Transaction at the Silver47 Meeting. An aggregate of 13,244,675 Silver47 Shares, representing approximately 6.3% of the issued and outstanding Silver47 Shares, are subject to these voting support agreements. In connection with signing of the Arrangement Agreement, certain directors, officers and shareholders of Bunker Hill, including Sprott Private Resource Streaming & Royalty Corp. and Teck, entered into voting support agreements with Silver47, agreeing to vote their Bunker Hill Shares in favour of the Transaction at the Bunker Hill Meeting. An aggregate of 24,301,785 Bunker Hill Shares, representing approximately 51.5% of the issued and outstanding Bunker Hill Shares, are subject to these voting support agreements. The board of directors of Silver47 and Bunker Hill has unanimously approved the transaction and recommended shareholders to vote in favour of the transaction. The proceeds from the drawdown will be used to support working capital requirements and ongoing operational activities as the Company advances toward full commercial production.
Haywood Securities Inc. is acting as exclusive financial advisor to Bunker Hill. Blake, Cassels & Graydon LLP is acting as Canadian legal advisor to Bunker Hill and King & Spalding LLP is acting as U.S. legal advisor to Bunker Hill. Evans & Evans, Inc. provided a fairness opinion to the board of directors of Bunker Hill. Eventus Capital Corp. is acting as exclusive financial advisor to Silver47. Forooghian + Company Law Corporation is acting as Canadian legal advisor to Silver47 and Dorsey & Whitney LLP is acting as U.S. legal advisor to Silver47. Research Capital Corporation provided a fairness opinion to the board of directors of Silver47.
