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Silicon Metals Corp. Enters Share Purchase Agreement for the Acquisition of the Crystal Hills Project

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Rhea-AI Sentiment
(Neutral)

Silicon Metals Corp. (OTC: SLCNF) entered a definitive share purchase agreement to acquire 100% of 1504947 B.C. Ltd., owner of the Crystal Hills Project in Clarkson Township, Ontario.

Consideration: 2,000,000 common shares at a deemed price of $0.065 per share plus $85,000 cash. Pro forma outstanding shares on closing: 49,716,690.

Project highlights: ~400 hectares, ~3 km strike of high‑purity crystalline quartzite (> 98% SiO2), accessible by road with nearby rail. Closing is subject to CSE approval.

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Positive

  • Acquisition of 100% Crystal Hills project
  • Project area of ~400 hectares (18 cells)
  • Reported quartzite purity of >98% SiO2
  • Accessible site: established roads, adjacent highway and nearby rail

Negative

  • Transaction is a related party deal relying on MI 61-101 exemptions
  • Completion is subject to CSE approval
  • Issued Silicon Shares carry 24‑month resale restrictions

Key Figures

Share consideration: 2,000,000 shares Deemed share price: $0.065 per share Cash component: $85,000 +5 more
8 metrics
Share consideration 2,000,000 shares Common shares issued for Crystal Hills acquisition at deemed price
Deemed share price $0.065 per share Valuation used for acquisition consideration
Cash component $85,000 Cash payment to Target shareholders for Crystal Hills Project
Post-deal shares 49,716,690 shares Shares outstanding upon closing of the Transaction
Mineral claims 5 claims / 18 cells Crystal Hills Project land package
Project size 400 hectares Approximate area of Crystal Hills mineral claims
Quartzite purity Over 98% SiO2 Historical sampling of Crystal Hills quartzite material
Distance to North Bay 40 km Approximate distance north of North Bay, Ontario

Market Reality Check

Price: $0.0500 Vol: Volume 4,946 vs 20-day av...
normal vol
$0.0500 Last Close
Volume Volume 4,946 vs 20-day average 6,649 (relative volume 0.74), indicating muted trading ahead of this news. normal
Technical Price at $0.0447, trading below the $0.05 200-day moving average before the acquisition announcement.

Peers on Argus

No peer stocks or sector momentum data were flagged, suggesting the setup before...

No peer stocks or sector momentum data were flagged, suggesting the setup before this acquisition was driven by company-specific factors rather than a broader sector move.

Historical Context

4 past events · Latest: Aug 08 (Positive)
Pattern 4 events
Date Event Sentiment Move Catalyst
Aug 08 Equity financing Positive -3.6% Closed increased private placement raising <b>$820,000</b> for project advancement.
Aug 01 Permit approval Positive -3.6% Received five-year exploration permits for Ptarmigan Silica Project.
Jul 31 Asset acquisition Positive -3.6% Completed 100% acquisition of five mining claims at Maple Birch Project.
Jul 21 Option payment Positive -3.6% Issued shares and cash to advance option on Aggregate Permit AP6453.
Pattern Detected

Recent financings, permits, and asset acquisitions were followed by negative next-day moves, indicating a pattern of weak price reactions to ostensibly positive developments.

Recent Company History

Over recent months, Silicon Metals reported several growth-focused steps, including a $820,000 unit offering on Aug 8, 2025 to fund the Ptarmigan and Maple Birch projects, 5-year exploration permits for Ptarmigan on Aug 1, 2025, and a 100% acquisition of five Maple Birch mining claims on Jul 31, 2025. It also advanced an option on Aggregate Permit AP6453 with share and cash payments. Each of these news items coincided with a -3.57% next-day price move, showing consistent divergence between news and price.

Market Pulse Summary

This announcement details Silicon Metals’ definitive share purchase agreement to acquire 100% of the...
Analysis

This announcement details Silicon Metals’ definitive share purchase agreement to acquire 100% of the Crystal Hills Project through 2,000,000 shares at $0.065 and an $85,000 cash payment, resulting in 49,716,690 shares outstanding at closing. The project hosts high-purity quartzite reported at over 98% SiO2 across roughly 400 hectares. In context of earlier acquisitions and permit wins, investors may watch how exploration progress, capital needs, and additional equity issuance shape future outcomes.

Key Terms

share purchase agreement, mineral claims, siO2, multilateral instrument 61-101, +2 more
6 terms
share purchase agreement financial
"has entered into a definitive share purchase agreement (the "Agreement") to acquire"
A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.
mineral claims technical
"The project consists of five mineral claims comprised of eighteen (18) cells"
Mineral claims are legal rights that let a person or company search for and extract specific minerals from a defined piece of land, similar to holding a deed for a plot but limited to what’s under the ground. They matter to investors because those rights determine whether a resource can be developed, how valuable a property is, and what legal, environmental or royalty obligations might affect future revenue and costs.
siO2 technical
"Historical sampling work indicates that the Crystal Hills Project contains quartzite material that is over 98% SiO2."
Silicon dioxide (SiO2) is a common mineral found in sand and glass used across industries as an insulating material, anti-caking additive, and component in electronics and manufacturing. Investors care because its availability, purity, and price affect costs and production for chipmakers, construction, and pharmaceutical products, so changes in supply or regulation can influence company margins and product reliability—think of it as a basic building block whose quality matters to many supply chains.
multilateral instrument 61-101 regulatory
"subject to Multilateral Instrument 61-101 Protection of Minority Security Holders"
Multilateral Instrument 61-101 is a securities regulation that sets rules for certain corporate deals—like mergers, asset sales, or related-party transactions—to protect minority shareholders by requiring extra disclosure, independent valuation and, in many cases, formal shareholder approval. Think of it as an impartial referee and checklist that forces companies to show the full playbook and get a vote or an independent price opinion, so investors can judge whether a proposed deal is fair and avoid being overridden by insiders.
qualified person regulatory
"a qualified person as per National Instrument 43-101 - Standards of Disclosure"
A qualified person is someone with specialized knowledge, experience, and training in a particular field, allowing them to accurately assess and verify information or work. Their expertise helps ensure that reports, evaluations, or decisions are trustworthy and meet required standards. For investors, a qualified person provides confidence that the information they rely on is credible and properly validated.
national instrument 43-101 regulatory
"as per National Instrument 43-101 - Standards of Disclosure for Mineral Projects"
National Instrument 43-101 is a set of rules and guidelines that govern how mineral exploration and mining companies must report information about their projects. It ensures that the details shared with investors are accurate, consistent, and reliable—similar to how a detailed, verified blueprint ensures a building’s safety. This helps investors make informed decisions based on trustworthy information about a company's mineral resources.

AI-generated analysis. Not financial advice.

Vancouver, British Columbia--(Newsfile Corp. - November 26, 2025) - SILICON METALS CORP. (CSE: SI) (FSE: X6U) ("Silicon Metals" or the "Company") is pleased to announce that it has entered into a definitive share purchase agreement (the "Agreement") to acquire all of the issued and outstanding shares of 1504947 B.C. Ltd. (the "Target") which owns a 100% interest to the Crystal Hills Project in Clarkson Township, Ontario. In consideration for the acquisition, Silicon will issue an aggregate of 2,000,000 common shares (the "Silicon Shares") in the capital of the Company at a deemed price of $0.065 per Silicon Share, and make an aggregate cash payment of $85,000 to the shareholders of the Target (the "Transaction"). Upon closing of the Transaction, the Company will have 49,716,690 shares outstanding.

Transaction Highlights:

  • Acquisition of 100% interest of the Crystal Hills Project, located in Clarkson Township, Ontario, Canada, approximately 40 km as the crow flies north of the city of North Bay. The project consists of five mineral claims comprised of eighteen (18) cells totalling approximately 400 hectares. (see Figure 1 below);
  • Geologically, the Crystal Hills Project consists of a high purity crystalline quartzite formation which is expressed at surface as a series of topographic high hills, these hills are tens of metres high by hundreds of metres wide with approximately three kilometres of strike length of this formation is present within the mineral claim boundary.
  • The topography of the quartzite formation (hills of quartzite) is very favourable for simplifying possible future extraction.
  • Historical sampling work indicates that the Crystal Hills Project contains quartzite material that is over 98% SiO2. Photo 1 below is an example of the high purity quartzite material.
  • The Crystal Hills Project is easily accessible. Access roads are already established, it is adjacent to the highway, and rail services are nearby.

Cannot view this image? Visit: https://images.newsfilecorp.com/files/8241/276007_ee862d3684a919f4_001full.jpg

Figure 1: Project Location Map

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/8241/276007_ee862d3684a919f4_001full.jpg

Cannot view this image? Visit: https://images.newsfilecorp.com/files/8241/276007_ee862d3684a919f4_002.jpg

Photo 1: Crystal Hills high purity quartzite material

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/8241/276007_ee862d3684a919f4_002full.jpg

Morgan Good, Silicon Metals Chief Executive Officer, commented: "Our team is extremely excited with this addition to the Company's portfolio expanding our footprint of high-quality silica and potentially high-grade, in Ontario, which we believe positions the Company very well as the mining sector, including critical metals, begins to see more attention and positive investor sentiment. Our team has plans for an initial work program in place and will further update the market with details in short order."

Transaction Summary

The Agreement contains customary representations, warranties and agreements, conditions to closing and other obligations of the parties. The Silicon Shares issued pursuant to the Agreement will bear legends to reflect contractual resale restrictions over a 24-month period, in accordance with the following schedule:

Release DatePercentage of Payment Shares to be released on each Release Date
Closing Date0%
6-month anniversary of the Closing Date25%
12-month anniversary of the Closing Date50%
18-month anniversary of the Closing Date75%
24-month anniversary of the Closing Date100%

 

Completion of the Transaction is subject to the approval of the Canadian Securities Exchange (the "CSE").

Related Party Considerations

Mr. Raymond Wladichuk is both a director of the Company and a shareholder of the Target. As such, Mr. Wladichuk is a Related Person under the policies of the CSE, and the Transaction is subject to 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 shareholder approval requirements of MI 61-101 contained in Sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively, in respect of the acquisition of Target shares held by Mr. Wladichuk as neither the fair market value of the Target shares acquired from Mr. Wladichuk, nor the consideration therefor, exceeds 25% of the market capitalization of the Company, as determined in accordance with MI 61- 101. Mr. Wladichuk also abstained from the board approval for the Transaction and has disclosed his interest therein to the board.

The directors of the Company have determined that the Transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(b) and 5.7(1)(a) of MI 61-101.

Qualified Person

Raymond Wladichuk, P.Geo., Director and Chief Operating Officer of Silicon Metals Corp., a qualified person as per National Instrument 43-101 - Standards of Disclosure for Mineral Projects, has reviewed and approved the scientific and technical information contained in this new release. Mr. Wladichuk is a professional geoscientist registered in British Columbia and Ontario.

About Silicon Metals Corp.

Silicon Metals Corp. is currently focused on exploration and development in Canada, namely British Columbia and Ontario. The Company's Maple Birch Project, located approximately 30km south-east of Sudbury, Ontario, is a high purity quartz pegmatite project with a 3,000 tonne per year production permit. The Company too holds an undivided 100% right, title, and interest in the exploration stage and now fully 5-year drill permitted Ptarmigan Silica Project, located approximately 130km from Prince George, British Columbia. The Company has also acquired an undivided 100% right, title, and interest in both the exploration stage Silica Ridge Silica Project located approximately 70kms southeast from the town of MacKenzie, British Columbia, as well as the exploration stage Longworth Silica Project located approximately 85km East from Prince George, British Columbia.

ON BEHALF OF THE BOARD OF DIRECTORS OF

SILICON METALS CORP.

"Morgan Good"

Chief Executive Officer and Director

For more information regarding this news release and further details about Silicon's plans, please contact:

Morgan Good, CEO and Director

T: 604-715-4751
E: morgan@siliconmetalscorp.com
W: www.siliconmetalscorp.com

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

Cautionary Note Regarding Forward-Looking Statements

This news release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward‐looking statements" are made as of the date of this news release only, and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. The forward-looking statements include without limitation, statements regarding the Transaction and the Company's plans for the Crystal Hills Project.

Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.

In making the forward-looking statements in this news release, the Company has applied certain material assumptions, including without limitation, that the Company will be able to complete the Transaction; that the Company will receive all necessary regulatory approvals for the Transaction; that the Company will be able to advance its plans for the Crystal Hills Project; and that the Company will have all the necessary resources, including personnel and capital to carry out its business plans.

These forward‐looking statements involve numerous risks and uncertainties, and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things; the Company may be unable to close the Transaction, that the Company may not receive any necessary regulatory approvals in respect of the Transaction; the Company may be unable to develop the Company's mineral properties as anticipated; the Company may be unable to carry out its business plans as disclosed; changes in applicable legislation impacting the Company's exploration plans; unanticipated cost; loss of key personnel; and failure to raise the capital required to carry out the Company's business plans.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, 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 should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276007

FAQ

What did Silicon Metals (SLCNF) agree to pay for the Crystal Hills acquisition on November 26, 2025?

Silicon Metals will issue 2,000,000 common shares at a deemed price of $0.065 per share and pay $85,000 cash.

How large is the Crystal Hills Project acquired by Silicon Metals (SLCNF)?

The project comprises five mineral claims totalling approximately 400 hectares (eighteen cells) with about 3 km strike length.

What silica quality did Silicon Metals (SLCNF) report for Crystal Hills?

Historical sampling indicates crystalline quartzite material exceeding 98% SiO2.

Will the November 26, 2025 transaction for SLCNF immediately close?

No; completion is subject to Canadian Securities Exchange (CSE) approval and customary closing conditions.

Does the Crystal Hills transaction create any governance or conflict concerns for SLCNF?

Yes; a director is a Target shareholder and the company is relying on MI 61-101 exemptions for the related party portion.

How many shares will Silicon Metals have outstanding after closing the Crystal Hills deal?

On closing the Transaction the company will have 49,716,690 shares outstanding.
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