Mr. Chris Wright reports
CORRECTION FROM SOURCE: DEFIANCE SILVER TO ACQUIRE MEXICO-FOCUSED GREEN EARTH METALS
Defiance Silver Corp. has entered into a non-binding letter of intent (LOI) with Green Earth Metals Inc. (GEMS), a privately held company holding a portfolio of assets in Mexico. Under the terms of the LOI, Defiance proposes to acquire all issued and outstanding shares of GEMS in a strategic transaction. The terms of the transaction are discussed further below.
Transaction highlights:
- Strategic acquisition: Defiance proposes to acquire 100 per cent of GEMS, a private British Columbia-based company founded by renowned discovery geoscientist Richard Osmond.
- High-quality asset portfolio: GEMS holds rights to three drill-permitted copper-gold-silver-molybdenum projects in Mexico's Sonoran Desert porphyry copper belt, covering a total of 6,795.22 hectares.
- Prime mining jurisdiction: The acquired projects are strategically located near Alamos Gold's operating Mulatos mine, where the recently permitted Puerto del Aire mine extension is under development. The area hosts top tier copper deposits, including the Cananea and La Caridad Cu-Mo (copper-molybdenum) plus or minus Au (gold) porphyry systems -- two of the largest copper mines in North America.
- Significant exploration upside: With drill permits already in place, Defiance plans to launch a comprehensive exploration campaign, including a diamond drill program at the Victoria project.
Chris Wright, chairman and chief executive officer of Defiance, commented:
"This acquisition aligns with Defiance Silver's core strategy of acquiring and advancing top tier mining projects. Our goal is to develop assets that will play a leading role in the future of gold, silver and copper mining in Mexico. The Green Earth Metals team consists of seasoned mine financiers and global mineral explorers, and we are pleased to welcome them as shareholders. Securing this portfolio of drill-ready copper-gold-silver projects in Sonora -- one of the world's premier copper-gold mining jurisdictions -- represents a major step forward for Defiance. This transaction strengthens Defiance's asset base, enhances its exploration potential and reinforces our commitment to unlocking value for shareholders."
The GEMS assets -- comprising the Victoria, Espiritu and Los Ocotes project areas -- offer high-grade, district-scale potential in a proven mining jurisdiction. Situated in a region known for its rich mineral endowment, these assets are surrounded by large copper, gold and silver mines operated by leading Tier 1 global mining companies.
Strategic location near major producing mines
The GEMS assets are situated in proximity to several large, active mining operations, including:
- La India mine (Agnico Eagle);
- Mulatos mine (Alamos Gold);
- Dolores mine (Pan American Silver);
- Cananea Cu-Au-Mo mine and La Caridad Cu mine and SXEW plant (Grupo Mexico).
These nearby operations demonstrate the region's rich mineral potential. However, the company and its qualified personnel have not independently verified the technical information regarding these mines and this information should not be considered indicative of mineralization on the company's properties.
Exploration potential
Historical exploration and sampling across the GEMS projects have identified extensive geological features indicative of a large-scale hydrothermal Cu-Au system. These findings suggest strong potential for resource expansion using modern exploration techniques.
Victoria project -- drill-ready copper-gold-molybdenum asset
The Victoria project consists of two non-contiguous mineral claims totalling 1,795.22 hectares in the Sonora, Mexico, mining district. This region is home to several major mining operations, including Mulatos (Alamos Gold), Dolores (Pan American Silver) and the privately owned Piedras Verdes mine (Frontera Copper).
Victoria is located within the highly productive Sonoran Desert porphyry copper belt, an area known for hosting significant copper-gold deposits. Exploration Highlights:
- Geological indicators suggest porphyry-style stockwork and breccia-hosted Cu-Mo-Au mineralization;
- Strong phyllic alteration overprinting potassic alteration, leading to leached capping at the surface and low-surface copper grades.
The company is committed to advancing exploration efforts on the Victoria, Espiritu and Los Ocotes projects, and unlocking the full potential of this highly prospective, district-scale opportunity.
Espiritu project
The Espiritu project, located near Sahuaripa, Sonora, spans 2,711 hectares and exhibits characteristics indicative of a large, metal-bearing hydrothermal system. Despite its promising geological setting, Espiritu remains underexplored.
Espiritu is strategically positioned within the highly productive Sahuaripa region of Sonora, Mexico, approximately 100 km from several major mining operations, including:
- La India mine (Agnico Eagle);
- Mulatos mine (Alamos Gold);
- Dolores mine (Pan American Silver).
Los Ocotes project
The Los Ocotes project is a 2,283-hectare polymetallic vein asset located within the same regional trend as the Victoria and Espiritu projects.
The project is strategically positioned less than 40 km northeast of the La India and Mulatos gold mines and approximately 18 km northeast of minera Alamos Inc.'s Santana mine, a heap-leach gold operation.
Note regarding nearby mines for the Espiritu and Los Ocotes projects: The company and its qualified personnel have not independently verified the information on these nearby mining operations and such information is not necessarily indicative of mineralization on the company's properties.
LOI terms
Under the terms of the LOI, Defiance proposes to issue common shares to GEMS shareholders in exchange for all of the issued and outstanding common shares of GEMS, based on an exchange ratio of one Defiance share for every 4.52 GEMS shares. In total, Defiance proposes to issue 4,954,613 Defiance shares of Defiance at a price of 25.5 cents per share, for a total purchase price of $1.25-million (excluding the convertible debenture financing -- see details below).
Upon the closing of the transaction, GEMS will become a wholly owned subsidiary of Defiance.
In connection with the transaction, Defiance has also agreed to invest in GEMS through an unsecured convertible debenture for a total amount of $150,000. The convertible debenture will bear simple interest at 8.0 per cent per annum and will mature two years from the closing of the convertible debenture financing.
At the closing of the transaction, the principal amount of the convertible debenture and accrued interest thereon will be convertible, for no additional consideration, into GEMS shares at the option of Defiance, at a price of five cents per GEMS share, subject to customary adjustments in accordance with the terms of the convertible debenture certificate. Notwithstanding the foregoing, in the event the LOI is terminated or the transaction not completed, other than as a result of the failure of GEMS shareholders to tender at least 90 per cent of their GEM shares in exchange for Defiance shares, the principal amount of the convertible debenture and accrued interest thereon will be converted into GEMS shares at a conversion price of five cents per share in full payment of the convertible debenture. In the event Defiance does not complete the transaction solely as a result of the failure of GEMS shareholders to tender at least 90 per cent of their GEMS shares in exchange for Defiance shares, the convertible debenture will continue in accordance with its terms.
The completion of the transaction is subject to numerous conditions customary to this type of transaction including, notably, the completion of a satisfactory due diligence on GEMS by Defiance, execution of a mutually acceptable definitive agreement between Defiance, GEMS and the shareholders of GEMS, and any other ancillary agreements required to complete the transaction, GEMS shareholders holding at least 90 per cent of the GEMS shares issued and outstanding having executed the definitive agreement, thereby accepting to tender their GEMS shares in exchange for Defiance shares, no material adverse change with respect to GEMS or Defiance having occurred, and the receipt of all required corporate and regulatory approvals, including the approval of the TSX Venture Exchange, and any other required approvals, consents, permits, waivers, exemptions and orders which may be required to complete the transaction.
The transaction is expected to be completed within a delay of approximately 75 days following the execution of the definitive agreement.
Qualified person
George Cavey, PGeo, vice-president of exploration and director of the company, is a qualified person within the meaning of National Instrument 43-101 and has reviewed and approved the technical information contained in this press release.
About Defiance Silver Corp.
Defiance Silver is an exploration company advancing the district-scale Zacatecas project, located in the historic Zacatecas silver district and the Tepal gold/copper project in Michoacan state, Mexico. Defiance is managed by a team of proven mine developers with a record of exploring, advancing and developing several operating mines and advanced resource projects. Defiance's corporate mandate is to advance its projects through capital-efficient exploration focused on resource growth and new mineral discoveries.
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