Dolly Varden Silver Corporation (TSXV: DV) (OTC: DOLLF) (the
"
Company" or "
Dolly Varden") is
pleased to announce that the Company has entered into an agreement
with Research Capital Corporation and Eventus Capital Corp., as
co-lead agents and joint bookrunners, on behalf of a syndicate of
agents (collectively, the "
Agents") in connection
with a brokered private placement financing (the
"
Offering") to raise gross proceeds of up to $18
million from the sale of: (i) common shares of the Company that
qualify as "flow-through shares" as defined under the Income Tax
Act (Canada) (the "
FT Offered
Shares") at a price of $0.90 per share ("
FT
Offered Price"); and (ii) common shares of the Company
that qualify as "flow-through shares" as defined under the Income
Tax Act (Canada) that will be issued as part of a charity
arrangement (the "
Charity Offered Shares" and
together with the FT Offered Shares, the “
Offered
Shares”) at a price of $1.05 per share ("
Charity
Offered Price" and together with the FT Offered Price, the
“
Offering Prices”). A portion of the Offering (the
“
LIFE Offering”) of up to 9,523,809 Charity
Offered Shares will be offered via the Listed Issuer Financing
Exemption (as defined below).
"2022 has been a transformational year for Dolly
Varden Silver. The technical breakthrough of the discovery of
high-grade silver mineralization beneath the sedimentary cap has:
(i) led to significant expansion of the Wolf deposit footprint, via
exceptional and ambitious step out discoveries; and (ii) opened up
over 5 kilometers of prospective trend heading North to Homestake
Ridge. In addition, significant broad high-grade silver
mineralization has continued to expand and extend the Torbrit
deposit, specifically at the Kitsol vein. Lastly, recent results of
both high-grade gold and silver from Homestake has validated the
acquisition and set us up for targeting high grade shoots around
the main deposit. These funds will allow Dolly to continue to
aggressively explore and follow up on recent success on one of the
most prospective land packages in BC’s Golden Triangle.” commented
Shawn Khunkhun, Chief Executive Officer of the Company.
The Agents will have an option (the
"Agents’ Option") to offer for sale up to an
additional 15% of the number of Offered Shares sold in the
Offering, excluding those Charity Offered Shares sold pursuant to
the LIFE Offering, at the applicable Offering Prices, 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 entire gross proceeds of the Offering will
be used for further exploration, mineral resource expansion and
drilling in Kitsault Valley located in northwestern British
Columbia, Canada, as well as for working capital as permitted, as
Canadian Exploration Expenses as defined in paragraph (f) of the
definition of “Canadian exploration expense” in subsection 66.1(6)
of the Income Tax Act (Canada) and “flow through mining
expenditures” as defined in subsection 127(9) of the Income Tax Act
(Canada) that will qualify as “flow-through mining expenditures”,
which will be incurred on or before December 31, 2023
and renounced with an effective date no later than December
31, 2022 to the initial purchasers of FT Offered Shares and Charity
Offered Shares.
In connection with the Offering, the Agents will
receive an aggregate cash fee equal to 6.0% of the gross proceeds
of the Offering, including in respect of the Agent’s Option.
The securities to be issued under the Offering
will be offered by way of: (i) applicable prospectus exemptions in
accordance with National Instrument 45-106 – Prospectus Exemptions
(“NI 45-106”) to “accredited investors”, and (ii)
the Listed Issuer Financing Exemption under Part 5A of NI 45-106 to
purchasers in all the provinces of Canada, except Québec (the
“Listed Issuer Financing Exemption”) with respect
to up to 9,523,809 Charity Offered Shares. The Charity Offered
Shares offered under the Listed Issuer Financing Exemption will not
be subject to resale restrictions pursuant to applicable Canadian
securities laws. All other Offered Shares issued pursuant to the
Offering will be subject to the statutory hold period of four
months and one day from the date of issuance in accordance with
applicable Canadian securities laws.
There is an offering document related to the
LIFE Offering that can be accessed under the Company’s profile at
www.sedar.com and on the Company’s website at
www.dollyvardensilver.com. Prospective investors should read this
offering document before making an investment decision.
Closing of the Offering is anticipated to occur
on or about the week of December 21, 2022, or such date as the
Agents and the Company may agree upon. The issuance of the Offered
Shares under the Offering and the payment of the Agents’ commission
are subject to the approval of the TSX Venture Exchange, receipt of
any other required regulatory approvals and other customary closing
conditions.
Pursuant to the ancillary rights agreement
between Hecla Canada Ltd. ("Hecla") and the
Company dated September 4, 2012, Hecla will be entitled to acquire
common shares of the Company at a price of $0.83 per share to
maintain its pro rata equity interest in the Company. If Hecla
exercises its pro rata rights under the ancillary rights agreement,
any common shares issued to Hecla will be in addition to those
issued as part of the Offering.
Pursuant to the investor rights agreement
between Fury Gold Mines Ltd. ("Fury") and the
Company dated February 25, 2022, Fury will be entitled to acquire
common shares of the Company at a price of $0.83 per share to
maintain its pro rata equity interest in the Company. If Fury
exercises its pro rata right under the investor rights agreement,
any common shares issued to Fury will be in addition to those
issued as part of the Offering.
This release does not constitute an offer to
sell or a solicitation of an offer to buy of any securities in the
United States. 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 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 laws or pursuant to available exemptions therefrom.
About Dolly Varden Silver Corporation
Dolly Varden Silver Corporation is a mineral
exploration company focused on advancing its 100% held Kitsault
Valley Projects (which include the Dolly Varden Project and the
Homestake Ridge Project) located in the Golden Triangle of British
Columbia, Canada, 25kms by road to tide water. The 163 sq. km.
projects host the high-grade silver and gold resources of Dolly
Varden and Homestake Ridge along with the past producing Dolly
Varden and Torbrit silver mines. They are considered to be
prospective for hosting further precious metal deposits, being on
the same structural and stratigraphic belts that host numerous
other, on-trend, high-grade deposits, such as Eskay Creek and
Brucejack. The Kitsault Valley Projects also contain the Big Bulk
property which is prospective for porphyry and skarn style copper
and gold mineralization, similar to other such deposits in the
region (Red Mountain, KSM, Red Chris).
Forward Looking Statements
This release may contain forward-looking
statements or forward-looking information under applicable Canadian
securities legislation that may not be based on historical fact,
including, without limitation, statements containing the words
“believe”, “may”, “plan”, “will”, “estimate”, “continue”,
“anticipate”, “intend”, “expect”, “potential”, and similar
expressions. Forward-looking statements involve known and unknown
risks, uncertainties, and other factors which may cause the actual
results, performance, or achievements of Dolly Varden to be
materially different from any future results, performance, or
achievements expressed or implied by the forward-looking
statements. Forward looking statements or information in this
release relates to, among other things, completion of the Offering,
allocation of FT Offered Shares and Charity Offered Shares
comprising the Offering, TSX Venture Exchange approval of the
Offering, the use of proceeds with respect to the Offering, the
results of previous field work and programs and the continued
operations of the current exploration program, interpretation of
the nature of the mineralization at the project and that that the
mineralization on the project is similar to Eskay and Brucejack,
results of the mineral resource estimate on the project, the
potential to grow the projects, the potential to expand the
mineralization and our beliefs about the unexplored portion of the
properties.
These forward-looking statements are based on
management's current expectations and beliefs and assume, among
other things, the ability of the Company to successfully pursue its
current development plans, that future sources of funding will be
available to the company, that relevant commodity prices will
remain at levels that are economically viable for the Company and
that the Company will receive relevant permits in a timely manner
in order to enable its operations, but given the uncertainties,
assumptions and risks, readers are cautioned not to place undue
reliance on such forward-looking statements or information. The
Company disclaims any obligation to update, or to publicly
announce, any such statements, events or developments except as
required by law.
For additional information on risks and
uncertainties, see the Company's most recently filed Annual
Information Form (“AIF”) dated September 23, 2022,
which is available on SEDAR at www.sedar.com. The risk factors
identified in the AIF are not intended to represent a complete list
of factors that could affect the Company.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX-V) accepts responsibility for the adequacy or
accuracy of this news release.
For further information: Shawn
Khunkhun, CEO & Director, 1-604-602-1440,
www.dollyvardensilver.com.
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