Discovery Silver
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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/
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/
Discovery to Host Investor Presentation on March 3, 2025
February 28, 2025
February 28, 2025, Toronto, Ontario – Discovery Silver Corp. (TSX: DSV, OTCQX: DSVSF) (“Discovery” or the “Company”) is pleased to announce that the Company will host an investor presentation and webinar on March 3, 2025 at 10:00 am ET to discuss the transformational acquisition of the Porcupine Complex in and near Timmins, Ontario. The meeting will be hosted by Discovery’s CEO, Tony Makuch, with all members of the Company’s management team also attending.
Mr. Makuch commented: “Through the Porcupine acquisition, we are creating a new North American-focused precious metals company, combining high-quality gold production in Northern Ontario with our Cordero project in Chihuahua State, Mexico, one of the world’s largest silver development projects based on reserves and expected annual production. We are looking forward to meeting with investors next Monday to discuss our recent developments and our plans going forward."
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https://discoverysilver.com/news/...tor-presentation-on-march-3-2025/
https://discoverysilver.com/news/...-special-meeting-of-shareholders/
EN ES
News Release
Discovery Reports Fourth Quarter & Full-Year 2024 Financial Results
March 26, 2025
March 26, 2025, Toronto, Ontario – Discovery Silver Corp. (TSX: DSV, OTCQX: DSVSF) (“Discovery” or the “Company”) today announced financial results for the three months (“Q4 2024”) and full-year (“FY 2024”) ended December 31, 2024. All figures are stated in Canadian dollars unless otherwise noted.
Tony Makuch, Discovery’s CEO, commented: “2024 was a transformational year for Discovery as we work towards becoming a highly profitable North American precious metals producer. Through the efforts of our team, today we stand poised to become a diversified gold and silver company, with a portfolio that combines growing gold production in the Timmins Camp, with tremendous upside, with our Cordero project (“Cordero”) in Mexico, one of the industry’s leading silver development projects.
“In February 2024, we issued the Cordero feasibility study (the “Feasibility Study” or “Study”) results, which clearly established Cordero as a future industry leader. The project has a reserve of 302 million ounces of silver, will average 37 Moz of silver equivalent production in the first 12 years and will generate attractive economic returns. Very importantly, Cordero will provide substantial socio-economic benefits to Mexico, including creating thousands of high-quality jobs and providing billions of dollars in investment, local purchasing and tax revenue.
“Since releasing the Study, we have continued to de-risk the project. On that front, a significant milestone was achieved earlier this month, with the acquisition of the final parcel of land required for the development of the mine. The next key achievement for Cordero will be receiving approval of our environmental impact assessment (Manifesto de Impacto Ambiental in Spanish or “MIA”). Given an improved political environment in Mexico, we are increasingly optimistic that Cordero will complete the permitting phase and be advancing towards construction by the end the year.
During the second half of 2024, our focus was largely on evaluating the potential acquisition of Newmont Corporation’s Porcupine Complex, with an agreement being announced on January 27, 2025 (the “Acquisition”). Through the Acquisition, we are transforming Discovery into a new Canadian gold producer with multiple operations, a large base of Mineral Resources and substantial potential for growth. We know the Porcupine Complex well, with many members of our team being from Timmins and having direct experience managing these assets. We will bring to Timmins an overriding focus on value creation and a goal of re-establishing Porcupine as a Tier 1 asset in the global gold space.
“We are holding a special meeting of shareholders on March 27, 2025 to approve the issuance of shares to Newmont as part of the consideration for the Transaction and continue to work towards closing the Acquisition. Upon closing, we will move forward as a growing precious metals company with tremendous upside potential, significant leverage to both gold and silver prices, and a solid track record for achieving excellence in responsible mining. We will also have significantly improved financial strength resulting from a US$575 million financing package, arranged concurrently with the acquisition, including US$450 million of royalty, debt and equity financing from Franco-Nevada Corporation.
“The new Discovery is a company well positioned for success. It is success that will be achieved through an attractive combination of assets, a commitment to making these assets the best they can be, and a focus on investment that generates value for our shareholders and all stakeholder groups.”
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https://discoverysilver.com/news/...full-year-2024-financial-results/
March 27, 2025
March 27, 2025, Toronto, Ontario – Discovery Silver Corp. (TSX: DSV, OTCQX: DSVSF) (“Discovery” or the “Company”) is pleased to announce that shareholders of Discovery (“Shareholders”) overwhelmingly approved the issuance of shares (the “Share Issuance Resolution”) relating to the previously announced acquisition of Newmont Corporation’s Porcupine Complex (the "Acquisition") at the special meeting (the “Meeting”) of Shareholders held earlier today.
A total of 221,843,126 common shares of Discovery were represented at the Meeting, in person or by proxy, representing approximately 55.40% of the total number of shares issued and outstanding as of the record date for the Meeting.
The Share Issuance Resolution was overwhelmingly approved at the Meeting by 99.85% of the votes cast by Shareholders voting in person or represented by proxy at the Meeting.
To be effective, the Share Issuance Resolution required the affirmative vote of a majority of the votes cast by the Shareholders, present or represented by proxy at the Meeting. Accordingly, the Shareholder approval has been obtained to proceed with the issuance of all consideration shares for the Acquisition as further described in the management information circular of Discovery dated February 24, 2025 (the "Circular").
The Acquisition is expected to close in the first half of 2025, subject to, among other things, the completion of a pre-closing reorganization by affiliates of Newmont Corporation (with the reorganization being subject to certain approvals, including the consent of Ontario's Ministry of Mines), receipt of all required regulatory approvals and the satisfaction or waiver of certain other customary closing conditions.
Additional details of the voting results will be included in a report of voting results to be filed on SEDAR+ (www.sedarplus.ca) under Discovery's issuer profile. Additional details about the Acquisition and the Share Issuance Resolution can be found in the Circular, a copy of which is available on SEDAR+ (www.sedarplus.ca) under Discovery's issuer profile and on the Company’s website at www.discoverysilver.com.
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https://discoverysilver.com/news/...pprove-share-issuance-resolution/
