TORONTO, ON – TheNewswire - September 18, 2024 – Silver Crown Royalties Inc. (Cboe Canada: SCRI) (“Silver Crown” or the “Company”) is pleased to announce that it intends, effective September 18, 2024, to extend the expiry date of an aggregate of 383,124 outstanding common share purchase warrants (the “Warrants”) such that the Warrants will now have an expiry date of June 16, 2025 (the “Warrant Amendment”). All other terms of the Warrants will remain unchanged.

Having given effect to a 20:1 consolidation of all the Company’s securities, the Warrants were issued as follows:

• 376,874 of the Warrants were issued in tranches during the period from May 5, 2023 to June 15, 2023, pursuant to a private placement of units (the 2023 Financing”), with each such unit consisting of one common share and one half of one Warrant exercisable at $0.40per common share for a period of two years following closing; and 

• 6,250 of the Warrants were issued on May 11, 2023,pursuant to a royalty agreement between Elk Gold Mining Corp. (a wholly-owned subsidiary of Gold Mountain Mining Corp.) and the Company dated May 11, 2023, with each such Warrant exercisable at $0.40per common share for a period of two years following closing. 

After giving effect to a consolidation, which became effective on June 28, 2024, of the Company’s common shares on the basis of twenty pre-consolidation shares for one post-consolidation share, the Warrants are currently exercisable at $8.00 per common share. The Company is proposing to undertake the Warrant Amendment in order to provide holders of the Warrants with an extended opportunity to exercise the Warrants and participate in the ownership of the Company and to provide the Company with an extended opportunity to receive the proceeds of any Warrant exercises.

Peter Bures, Chief Executive Officer of Silver Crown, Hassnain Raaza, Chief Financial Officer of Silver Crown, and Peter Simeon, a Director of Silver Crown, beneficially own 6,750, 1,124, and 2,812 Warrants, respectively. As a result, the Warrant Amendment is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemptions from the formal valuation and minority approval requirements found in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the Warrant Amendment, insofar as it involves Mr. Bures, Mr. Raaza, and Mr. Simeon, is not more than 25% of the Company’s market capitalization. The Warrant Amendment was unanimously approved by the directors of the Company (with Mr. Bures and Mr. Simeon abstaining), after the nature and extent of Mr. Bures, Mr. Raaza, and Mr. Simeon’s interest in the Warrant Amendment was disclosed. The Company did not file a material change report at least 21 days before the expected effective date of the Warrant Amendment as the Company was required to complete the Warrant Amendment in an expeditious manner.

ABOUT SILVER CROWN ROYALTIES INC.

Founded by industry veterans, SCRI is a revenue-generating silver-only royalty company focusing on silver as byproduct credits. SCRI aims to minimize the economic impact on mining projects while maximizing returns for shareholders. SCRI presently has two sources of revenue and continues to build on this foundation, targeting additional operational silver-producing projects.

For further information, please contact:

Silver Crown Royalties Inc.

Peter Bures

Chairman and CEO

Telephone: (416) 481-1744

Email: 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 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.

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 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, 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; 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. Such forward-looking information represents management's best judgment based on information currently available. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities of the Company in Canada, the United States, or any other jurisdiction. Any such offer to sell or solicitation of an offer to buy the securities described herein will be made only pursuant to subscription documentation between the Company and prospective purchasers. Any such offering will be made in reliance upon exemptions from the prospectus and registration requirements under applicable securities laws, pursuant to a subscription agreement to be entered into by the Company and prospective investors.

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

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