Discovery Silver

News Release
Discovery Announces Transformational Acquisition of Newmont’s Porcupine Complex
January 27, 2025

THE BASE SHELF PROSPECTUS IS ACCESSIBLE, AND THE SHELF PROSPECTUS SUPPLEMENT FOR THE PUBLIC OFFERING AND ANY AMENDMENT TO THE DOCUMENTS WILL BE ACCESSIBLE WITHIN TWO BUSINESS DAYS, THROUGH SEDAR+

   Establishes Discovery as a growing Canadian gold producer with large Mineral Resource base in a Tier 1 jurisdiction with significant upside potential

   Attractive acquisition with base case NPV of $1.2 billion using analyst consensus gold prices (including a long-term (“LT”) gold price of $2,150 per ounce) and $2.3 billion at a +23% sensitivity case using LT gold price of $2,650 per ounce

   Consideration at closing of $275 million, including $200 million of cash and $75 million of equity, with additional $150 million of deferred cash consideration starting in late 2027

   Attractive $555 million financing package provides substantial financial strength

   Brings to the Porcupine Complex a management team, led by Tony Makuch, with a solid track record for value creation within the industry and significant experience working in the Timmins Camp

   Discovery launches C$225 million(approximately $155 million) subscription receipt bought deal public offering as part of the financing package

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https://discoverysilver.com/news/...on-of-newmonts-porcupine-complex/  

Discovery Announces Completion of C$247.5 Million Bought Deal Public Offering of Subscription Receipts
February 3, 2025

February 3, 2025, Toronto, Ontario - Discovery Silver Corp. (TSX: DSV, OTCQX: DSVSF) (“Discovery” or the “Company”) today reported that the Company has closed the bought deal public offering (the “Offering”) of subscription receipts (the “Subscription Receipts”) previously announced on January 27, 2025. Pursuant to the Offering, the Company has issued an aggregate of 275,000,000 Subscription Receipts at an issue price of C$0.90 per Subscription Receipt, for gross proceeds of C$247,500,000, which includes 25,000,000 Subscription Receipts issued pursuant to the exercise, in full, of the over-allotment option granted to the Underwriters (as defined below) in connection with the Offering.

Tony Makuch, Discovery’s CEO commented: “We are extremely pleased with the favourable reaction of the investment community to the Offering, which included the full exercise of the Underwriters' over-allotment option. We regard the strong investor interest as a clear endorsement of our recently announced acquisition (the “Acquisition”) of Newmont Corporation’s Porcupine Complex, located in and near Timmins, Ontario. Through the Acquisition, we will establish Discovery as a new Canadian gold producer with a large Mineral Resource base in a Tier 1 jurisdiction and with significant operational and exploration upside potential. The Acquisition will bring to the Porcupine Complex a management team that has a solid track record for value creation and is highly experienced working in the Timmins Camp. Following the closing of the Acquisition, we will have a diversified portfolio combining high-quality gold production with tremendous upside in Canada and our Cordero project in Mexico, one of the industry’s leading silver development projects based on reserves and expected production. We will also emerge with a strong balance sheet providing the necessary financial capacity to invest in our assets for future growth and success.”

BMO Capital Markets acted as sole bookrunner for the Offering, which was co-led by SCP Resource Finance LP and included a syndicate of underwriters consisting of CIBC World Markets Inc., Cormark Securities Inc., National Bank Financial Inc., Raymond James Ltd. and Ventum Financial Corp. (collectively the “Underwriters”).

Each Subscription Receipt entitles the holder to receive, without payment of additional consideration and without further action, one common share of Discovery upon the satisfaction or waiver of certain release conditions (the “Release Conditions”). For additional details related to the Acquisition and the Offering, please see Discovery’s press release entitled, “Discovery Announces Transformational Acquisition of Newmont’s Porcupine Complex,” issued on January 27, 2025. Closing of the Acquisition is expected during the first half of 2025.

The Subscription Receipts were offered by way of a prospectus supplement dated January 29, 2025 (the “Prospectus Supplement”) to the short form base shelf prospectus dated March 23, 2023 (the “Base Shelf”). The Prospectus Supplement, which provides the full terms related to the Subscription Receipts, was filed with the securities commissions or other similar regulatory authorities in each of the provinces and territories of Canada other than Québec and Nunavut, on January 29, 2025.

The gross proceeds from the sale of the Subscription Receipts, less 50% of the Underwriters’ fee that was payable on closing of the Offering, have been deposited and will be held in escrow by TSX Trust Company, as subscription receipt agent, pending the satisfaction or waiver of the Release Conditions. If the Release Conditions do not occur on or before 5:00 p.m. (Eastern time) on June 30, 2025, the share purchase agreement with respect to the Acquisition is terminated, or Discovery has announced to the public that it does not intend to proceed with the Acquisition, then an amount per Subscription Receipt equal to the full issue price therefor plus a pro rata share of any earned interest on such amount, net of any applicable withholding, will be returned to the holders of the Subscription Receipts.

The Subscription Receipts will commence trading on the Toronto Stock Exchange today under the trading symbol "DSV.R".

https://discoverysilver.com/news/...ffering-of-subscription-receipts/