Vancouver, British Columbia–(Newsfile Corp. – August 18, 2020) – Defiance Silver Corp. (TSXV: DEF) (OTC Pink: DNCVF) (FSE: D4E) (the “Company“) is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc., as lead agent and sole bookrunner (the “Lead Agent“), on its own behalf and, if applicable, on behalf of a syndicate of agents (together with the Lead Agent, the “Agents“) in connection with a best efforts, private placement of up to 20,590,000 units of the Company (the “Units“) at a price of C$0.34 per Unit (the “Offering Price“) for gross proceeds of up to C$7,000,600 (the “Offering“).
Each Unit will be comprised of one common share of the Company (a “Common Share“) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant“). Each Warrant shall be exercisable to acquire one Common Share (a “Warrant Share“) at a price of C$0.48 per Warrant Share for a period of 24 months from the closing of the Offering.
The Agents will have an option (the “Agents’ Option“) to offer for sale up to an additional 8,825,000 Units at the Offering Price for additional gross proceeds of up to C$3,000,500, which Agents’ Option is exercisable, in whole or in part, at any time up to 48 hours prior to the closing of the Offering.
The Company intends to use the net proceeds from the Offering for exploration and general working capital purposes.
The securities to be issued under the Offering will be offered by way of private placement in each of the provinces of Canada and such other jurisdictions as may be determined by the Company, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws.
The Offering is scheduled to close on or about the week of September 15, 2020, or such date as agreed upon between the Company and the Lead Agent (the “Closing“) and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Exchange. The Units to be issued under the Offering will have a hold period of four months and one day from Closing.
The securities described herein 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 accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
About Defiance Silver
Defiance Silver Corp.(TSXV: DEF) (OTC Pink: DNCVF) (FSE: D4E) is an exploration company advancing the district-scale San Acacio Deposit, located in the historic Zacatecas Silver District and the 100% owned 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 expand the San Acacio and Tepal projects to become premier Mexican silver and gold deposits.
On behalf of Defiance Silver Corp.
“Chris Wright”
Chairman of the Board
For more information, please contact: Investor Relations at +1 917-563-3821 or via email at [email protected].
www.defiancesilver.com
704 – 595 Howe Street
Vancouver, BC V6E 2K3
Cautionary Statement:
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 news release.
Certain statements in this news release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of the phrase ‘forward-looking information’ in the Canadian Securities Administrators’ National Instrument 51-102 – Continuous Disclosure Obligations. Forward-looking statements are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the anticipated size of the Offering, the Offering price, the anticipated closing date and the completion of the Offering, the anticipated use of the net proceeds from the Offering, the receipt of all necessary approvals, and the Company’s intentions regarding its objectives, goals or future plans and statements. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to: an inability to complete the Offering on the terms or on the timeline as announced or at all; and those risks set out in the Company’s public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
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