Dolly Varden Silver Corporation (TSXV: DV) (OTCQX: DOLLF) (the
“
Company” or “
Dolly Varden”) is
pleased to announce that it has entered into an agreement with
Research Capital Corporation, as the sole bookrunner and co-lead
underwriter, and together with Haywood Securities Inc. as co-lead
underwriters, on behalf of a syndicate of underwriters, including
Raymond James Ltd. (collectively, the
“
Underwriters”), pursuant to which the
Underwriters have agreed to purchase, on a bought-deal basis,
14,285,700 flow-through shares of the Company to be sold to
charitable purchasers (each, a “
Charity FT
Share”) that will qualify as “flow-through shares” within
the meaning of subsection 66(15) of the Income Tax Act (Canada) at
a price of $1.05 per Charity FT Share, for aggregate gross proceeds
to the Company of $14,999,985 (the “
Offering”).
Mr. Eric Sprott, through 2176423 Ontario Ltd., has indicated
his intention to participate in the transaction.
The gross proceeds from the sale of Charity FT
Shares will be used for further exploration, mineral resource
expansion and drilling in the combined Kitsault Valley project,
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” and “BC
flow-through mining expenditures” as defined in subsection 4.721(1)
of the Income Tax Act (British Columbia), which will be renounced
with an effective date no later than December 31, 2024 to the
initial purchasers of Charity FT Shares.
The closing of the Offering is expected to occur
on or about March 21, 2024 (the “Closing”), or on
such date as may be determined by the Underwriters, and is subject
to the Company receiving all necessary regulatory approvals,
including the approval of the TSX Venture Exchange (the
“Exchange”) to list, on the date of Closing, the
Charity FT Shares.
In connection with the Offering, the Company
intends to file a prospectus supplement (the
“Supplement") to the Company’s short form base
shelf prospectus dated April 25, 2023 (the “Shelf
Prospectus"), with the securities regulatory authorities
in all provinces of Canada, except Quebec. Copies of the Shelf
Prospectus and, the Supplement to be filed in due course in
connection with the Offering, will be available on SEDAR+ at
www.sedarplus.ca. The Shelf Prospectus contains, and the Supplement
will contain, important detailed information about the Company and
the Offering. Prospective investors should read the Supplement and
the accompanying Shelf Prospectus and the other documents the
Company has filed on SEDAR+ at www.sedarplus.com before making an
investment decision.
In connection with the Offering, the
Underwriters will receive an aggregate cash fee equal to 5.0% of
the gross proceeds of the Offering. Eventus Capital Corp. has been
appointed as a special advisor to the Company.
Pursuant to existing agreements with the
Company, Hecla Canada Ltd. ("Hecla") and Fury Gold
Mines Ltd. (“Fury”) will be entitled to acquire
common shares of the Company (“Common Shares”) in
connection with the Offering at a price of $0.80 per Common Share
to maintain their pro rata equity interest in the Company. If Hecla
or Fury exercise their pro rata rights, any Common Shares issued
will be in addition to those issued as part of the Offering.
This press release is not an offer to sell or
the solicitation of an offer to buy the securities in the United
States or in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to qualification or registration under
the securities laws of such jurisdiction. The securities being
offered have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended, and such
securities may not be offered or sold within the United States or
to, or for the account or benefit of, U.S. persons absent
registration or an applicable exemption from U.S. registration
requirements and applicable U.S. state securities laws.
About Dolly Varden Silver
Corporation
Dolly Varden Silver Corporation is a mineral
exploration company focused on advancing its 100% held Kitsault
Valley Project (which combines 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.
project hosts the high-grade silver and gold resources of Dolly
Varden and Homestake Ridge along with the past producing Dolly
Varden and Torbrit silver mines. It is considered to be prospective
for hosting further precious metal deposits, being on the same
structural and stratigraphic belts that host numerous other,
high-grade deposits, such as Eskay Creek and Brucejack. The
Kitsault Valley Project also contains 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 news release contains statements that
constitute “forward-looking statements.” Such forward looking
statements involve known and unknown risks, uncertainties and other
factors that may cause the Company’s actual results, performance or
achievements, or developments to differ materially from the
anticipated results, performance or achievements expressed or
implied by such forward-looking statements. Forward looking
statements are statements that are not historical facts and are
generally, but not always, identified by the words “expects,”
“plans,” “anticipates,” “believes,” “intends,” “estimates,”
“projects,” “potential” and similar expressions, or that events or
conditions “will,” “would,” “may,” “could” or “should” occur. These
forward‐looking statements or information relate to, among other
things: receipt of all approvals related to the Offering; the
intended use of proceeds from the Offering; the potential
subscription of Hecla and Fury in connection with the Offering and
the expected Closing of the Offering.
Forward-looking statements in this news release
include, among others, statements relating to expectations
regarding the expected closing date of the Offering, and other
statements that are not historical facts. By their nature,
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results,
performance or achievements, or other future events, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors and risks include, among others: the
Company may require additional financing from time to time in order
to continue its operations which may not be available when needed
or on acceptable terms and conditions acceptable; compliance with
extensive government regulation; domestic and foreign laws and
regulations could adversely affect the Company’s business and
results of operations; and the stock markets have experienced
volatility that often has been unrelated to the performance of
companies and these fluctuations may adversely affect the price of
the Company’s securities, regardless of its operating
performance.
The forward-looking information contained in
this news release represents the expectations of the Company as of
the date of this news release and, accordingly, is subject to
change after such date. Readers should not place undue importance
on forward-looking information and should not rely upon this
information as of any other date. The Company undertakes no
obligation to update these forward-looking statements in the event
that management’s beliefs, estimates or opinions, or other factors,
should change.
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 news release.
For further information: Shawn Khunkhun, CEO
& Director, 1-604-609-5137, www.dollyvardensilver.com.
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