Mr. Chris Wright reports
DEFIANCE SILVER CORP. ANNOUNCES BROKERED LIFE OFFERING FOR GROSS PROCEEDS OF UP TO C$8 MILLION
Defiance Silver Corp. has entered into an agreement with Red Cloud Securities Inc. to act as sole agent and bookrunner in connection with a best efforts private placement for the sale of up to 32 million units of the company at a price of 25 cents per unit for aggregate gross proceeds of up to $8-million.
Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share at a price of 35 cents at any time on or before that date which is 24 months following the closing date (as herein defined).
The company also grants the agent an option, exercisable in full or in part up to 48 hours prior to the closing of the marketed offering, to sell up to an additional eight million units at the offering price for additional gross proceeds of up to $2-million. The marketed offering and the securities issuable upon exercise of the agent's option shall be collectively referred to as the offering.
The company intends to use the net proceeds of the offering for further exploration work on the company's projects, to complete a mineral resource estimate at its San Acacio project, to make periodic cash option payments on its Tepal project and to provide general working capital to support operations, as more fully described in the offering document (as defined herein).
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the units will be offered for sale to purchasers resident in the provinces of British Columbia, Alberta, Manitoba, Saskatchewan, Ontario and Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. The common shares and the warrant shares underlying the units are expected to be immediately freely tradeable in accordance with applicable Canadian securities legislation if sold to purchasers resident in Canada. The units may also be sold in offshore jurisdictions and in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended.
There is an offering document related to the offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.
The agent will also be entitled to offer the units for sale in the United States pursuant to available exemptions from the registration requirements of the U.S. Securities Act and in those other jurisdictions outside of Canada and the United States, provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. All securities not issued pursuant to the listed issuer financing exemption will be subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day following the closing date (as defined herein).
The offering is scheduled to close on June 17, 2025, or such other date as the company and the agent may agree. Completion of the offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.
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 expand the San Acacio and Tepal projects to become premier Mexican silver and gold deposits.
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