Silver Mountain Mines Inc. and Nevgold Corp. Announces Financing

CALGARY, Alberta, June 01, 2021 (GLOBE NEWSWIRE) -- Silver Mountain Mines Inc. (TSXV: “SMM”) (“Silver Mountain” or the “Company”) announces that further to its news release dated May 17, 2021 whereby the Company announced receipt of conditional approval for the proposed business combination with Nevgold Corp. (“Nevgold”). The Company announces the terms of the concurrent financing (the “Concurrent Financing”) to raise minimum gross proceeds of $4,000,000 and maximum gross proceeds of up to $8,000,000, by way of a brokered private placement of subscription receipts at a price of $0.40 per Subscription Receipt (the “Subscription Receipts”).

The Concurrent Financing consists of Subscription Receipts, it is expected that the financing will be completed prior to closing of the Transaction. The proceeds from the financing will be held in escrow and not released to Nevgold until all conditions with respect to the Subscription Receipts are satisfied provided in the terms of the Subscription Receipt agreement that will include the satisfaction of all condition’s precedent to the closing of the Transaction.

Each Subscription Receipt entitles the holder thereof to receive, upon satisfaction of certain escrow release conditions, one unit that, when exchanged for securities of the Resulting Issuer pursuant to the Transaction, will be comprised of one Resulting Issuer Share and one-half of one warrant of the Resulting Issuer (each whole warrant, a “Resulting Issuer Warrant”). Each Resulting Issuer Warrant will entitle the holder to purchase one Resulting Issuer Share at a price of $0.60 per Resulting Issuer Share for a period of 24 months following the closing date of the Concurrent Financing. The proceeds of the Concurrent Financing will be used for exploration and development of the Resulting Issuer’s mineral properties and for working capital and general corporate purposes.

In connection with the Concurrent Financing, Nevgold has engaged Red Cloud Securities Inc. (the “Agent”) to act as lead agent and sole bookrunner, on a best-efforts basis, as part of a syndicate of agents including Haywood Securities Inc. The Agent will have the option, exercisable in full or in part up to two days prior to the closing date of the Concurrent Financing, to sell up to an additional 1,875,000 Subscription Receipts at a price of $0.40 per Subscription Receipt for additional gross proceeds of up to $750,000.

Nevgold expects to enter into an agency agreement with the Agent pursuant to which Nevgold will pay the Agent a cash commission equal to 6% of the gross proceeds of the Concurrent Financing, except for Subscription Receipts sold under the President’s List, for which the cash commission will be equal to 2% of the gross proceeds. Nevgold will issue broker warrants (each, a “Broker Warrant”) to the Agent equal to 6% of the number of Subscription Receipts sold under the Concurrent Financing, except for Subscription Receipts sold under the President’s List, for which the Broker Warrants will be equal to 2% of the number of Subscription Receipts sold. Each Broker Warrant will entitle the holder thereof to purchase one Resulting Issuer Share an exercise price of $0.40 per Resulting Issuer Share for a period 24 months following the closing date of the Concurrent Financing.

About Silver Mountain Mines Inc. (TSX-V: SMM) Silver Mountain Mines Inc. is a Canadian based exploration and development company with 100% ownership of a 9,300 hectare property centered on the historical silver rich Ptarmigan Mine in south eastern, British Columbia. The property hosts two styles of mineralization: silver rich, high-grade polymetallic epithermal veins and manto style massive / semi-massive sulphide mineralization.

ON BEHALF OF THE BOARD

“Signed”

Steve Konopelky

Director

For further information on Silver Mountain Mines Inc. please visit the Company’s website and SEDAR () or contact Mr. Steve Konopelky, at 403-229-9140.

Cautionary Note Regarding Forward Looking Statements

This news release does not constitute an offer to sell and is not a solicitation of an offer to buy any securities in the United States. The securities of the Company and Nevgold have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws unless pursuant to an exemption from such registration.

Completion of the Transaction is subject to several conditions, including but not limited to, Exchange acceptance and shareholder approval of the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. The Transaction cannot close until all necessary shareholder approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Trading in the securities of the Company should be considered highly speculative.

Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the forward-looking statements. These risks and uncertainties include, but are not limited to: liabilities inherent in mine development and production; geological risks, risks associated with the effects of the COVID-19 virus, the financial markets generally, the satisfaction or waiver of the conditions precedent to the Transaction, the ability of Nevgold to complete the Concurrent Financing and the acquisition of the Limousine Butte and Cedar Wash properties pursuant to an asset purchase agreement with McEwen Mining Inc., and the ability of the Company and Nevgold to complete the Transaction and obtain requisite Exchange acceptance and shareholder approvals. There can be no assurance that forward-looking statement will prove to be accurate, and actual results and future events could differ materially from those anticipate in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.