Defiance Silver Closes Initial Tranche of Private Placement
Defiance Silver announced the closure of the first tranche of a non-brokered private placement, raising C$2,613,900 through the sale of units at C$0.20 each. Each unit comprises one common share and one-half of a warrant, each warrant exercisable at C$0.35 within 24 months. The proceeds will be used for exploration and working capital.
Additionally, the company paid finder's fees, including C$146,809 in cash and 633,870 non-transferable warrants. Director Ron Sowerby purchased 100,000 units, constituting a related party transaction exempt from formal valuation and minority approval requirements as per Regulation 61-101.
Defiance also entered into a corporate communication service agreement with AXINO Media GmbH for annual payments of €50,000 and additional fees for translation services. The company will issue 52,375 shares at an average price of C$0.179 per share for administrative services provided from January to June 2024.
- Raised C$2,613,900 through the first tranche of a private placement.
- Proceeds to be utilized for exploration and working capital.
- Payment of C$146,809 in cash and issuance of 633,870 non-transferable warrants as finder's fees.
Vancouver, British Columbia--(Newsfile Corp. - July 12, 2024) - Defiance Silver Corp. (TSXV: DEF) (FSE: D4E) (WKN: A1JQW5) ("Defiance" or the "Company") announces that it has closed on July 12th, 2024 (the "Closing Date") the first tranche of a non-brokered private placement (the "Offering") of units of the Company (the "Units") at a price of C
Marketed Offering
Each Unit is comprised of one common share of the Company (each a "Common Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant will be exercisable by the holder thereof to acquire one common share of the Company (each a "Warrant Share") at a price of C
The net proceeds of the Offering will be used by the Company for exploration and general working capital purposes. Under applicable securities legislation and the policies of the TSX Venture Exchange, the securities issued in this Offering are subject to a four-month hold period, expiring on November 13, 2024.
In connection with the closing of the Offering, the Company paid finder's fees comprised of an aggregate cash commission
Related Party Transaction
Ron Sowerby, Director of the Company, purchased 100,000 Units for a total consideration of
The Insider is considered "related parties" and "insiders" of the Company for the purposes of applicable securities laws and stock exchange rules. The subscription and issuance of Units by the Insider constitutes related party transactions but is exempt from the formal valuation and minority approval requirements of Regulation 61-101 - Protection of Minority Security Holders in Special Transactions as neither the fair market value of the common shares and common share purchase warrants issued to each of the Insiders, nor the consideration paid by such Insiders, exceeds
Other Corporate Matters
The Company announces that it has previously engaged an arm's length party, AXINO Media GmbH, ("Axino") to perform services for the Company, including investor relations activities, as defined in accordance with the policies of the TSXV and applicable securities laws.
Pursuant to a corporate communication service agreement (the "Service Agreement") entered into with Axino on July 1st, 2024, Axino will receive an annual payment of €50,000, paid quarterly. In addition, fees for any translation services provided by Axino will result in an additional fee of €500 per item. Pursuant to the Service Agreement, Axino will provide services for a period of one year. At the discretion of the board of directors of the Company, Axino may also receive stock options, pursuant to TSXV policies. The Agreement is subject to acceptance by the TSXV and Axino has agreed to comply with all applicable securities laws and the policies of the Exchange in providing the services to the Company.
The Company previously entered into an arm's length administrative services agreement dated May 1, 2023 (the "Agreement"), for services provided by an officer of the Company. As part of the consideration payable by the Company under the Agreement, the Company has agreed to issue that number of Common Shares equal to
The deemed value of the Service Shares to be issued for a particular month, is to be the closing price of the Company's shares on the last trading day of the month. For services rendered under the Agreement between the period of January 1, 2024 and June 30, 2024, the Company intends to issue 52,375 Shares at a weighted average price of
The Service Shares issued are subject to a four month hold period, which will expire on a date that is four months and one day from the date of issuance. The Issuance of the Shares pursuant to the Service Shares remains subject to the approval of the TSXV. No new insiders will be created, nor will any change of control occur, as a result of the issuance of the Service Shares.
As certain insiders are party to the Agreement, it may be considered a "related party transaction" under Multilateral Instrument 61-101 Protection of Minority Security Holders In Special Transactions ("MI 61-101") and the TSXV. The Company is relying on the exemptions from the formal valuation and the minority shareholder approval requirements of MI-61-101 contained in section 5.5 (a) and Section 5.7 (1)(a) as the fair market value of the common shares being issued to insiders in connection with the Service Shares does not exceed
About Defiance Silver Corp.
Defiance Silver Corp. (DEF | TSX Venture Exchange; DNCVF | OTCQX; D4E | Frankfurt) is an exploration company advancing the district-scale Zacatecas project, located in the historic Zacatecas Silver District and the Tepal Gold/Copper Project in Michoacán state, Mexico. Defiance is managed by a team of proven mine developers with a track record of exploring, advancing, and developing several operating mines and advanced resource projects. Defiance's corporate mandate is to advance our projects through capital-efficient exploration focused on resource growth and new mineral discoveries.
On behalf of Defiance Silver Corp.
"Chris Wright"
Chairman of the Board
For more information, please contact: Investor Relations at +1 (604) 343-4677 or via email at info@defiancesilver.com.
Suite 2900-550 Burrard Street
Vancouver, BC V6C 0A3
Canada
Tel: +1 (604) 343-4677
Email: info@defiancesilver.com
Disclaimer
Neither 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.
Caution Regarding Forward-Looking Information
Information contained in this news release which are not statements of historical facts may be "forward-looking information" for the purposes of Canadian securities laws. Such forward-looking information and statements involve known and unknown risks and uncertainties that may cause Defiance's actual results, performance and achievements to differ materially from those expressed or implied by the forward-looking information and statements and accordingly, undue reliance should not be placed thereon... The words "believe", "expect", "anticipate", "contemplate", "plan", "intends", "continue", "budget", "estimate", "may", "will", "schedule", "understand" and similar expressions identify forward-looking information.
Risks and uncertainties that may cause actual results to vary include but are not limited to the speculative nature of mineral exploration and development, including the uncertainty of reserve and resource estimates; operational and technical difficulties; the availability of suitable financing alternatives; fluctuations in gold and other commodity prices; changes to and compliance with applicable laws and regulations, including environmental laws and obtaining requisite permits; political, economic and other risks arising from Defiance's Mexican activities; fluctuations in foreign exchange rates; as well as other risks and uncertainties which are more fully described in our annual and quarterly Management's Discussion and Analysis and in other filings made by us with Canadian securities regulatory authorities and available at www.sedarplus.ca. Accordingly, all such factors should be considered carefully when making decisions with respect to Defiance, and prospective investors should not place undue reliance on forward looking information. Forward-looking information in this news release is made as at the date hereof. The Company assumes no obligation to update or revise forward-looking information to reflect changes in assumptions, changes in circumstances or any other events affecting such forward-looking information, except as required by applicable law.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/216407
FAQ
What is the date of Defiance Silver's private placement announcement?
How much did Defiance Silver raise in its first tranche of private placement?
What is the price per unit in Defiance Silver's private placement?
What are the components of each unit in Defiance Silver's private placement?
Who is the director involved in Defiance Silver's private placement?
What are the finder's fees associated with Defiance Silver's private placement?
What is the use of proceeds from Defiance Silver's private placement?
What is the exercise price of the warrants in Defiance Silver's private placement?
