Defiance Silver and Valoro Resources Complete Merger
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DEFIANCE SILVER AND VALORO RESOURCES
COMPLETE MERGER
FOR RELEASE: January ●, 20191` FOR RELEASE: January 7, 2019 TSXV: DEF & VRO
OTC: DNCVF & GIXEF
Defiance Silver Corp. (“Defiance”) (TSX-V: DEF) and ValOro Resources Inc. (“ValOro”)
(TSX-V: VRO) are pleased to announce that their friendly merger (“Transaction”) under the
Business Corporations Act (British Columbia) to create a leading diversified explorer with an
advanced portfolio of Mexican silver and gold projects was completed effective 11:59 pm on
Monday, December 31, 2018.
The name of the combined company is Defiance Silver Corp. and its trading symbol is DEF with
no changes to its CUSIP number or ISIN . It has approximately 120.07 million common shares
outstanding, of which shareholders of Defiance own 86.07% and the former shareholders of
ValOro own approximately 13.92%. Letters of Transmittal have been mailed to ValOro’s
shareholders so they can exchange their ValOro shares for Defiance shares.
Peter J. Hawley, President and CEO of Defiance, stated “We are pleased to complete the merger
with ValOro and look forward with a shared common vision to unlock further exploration
potential at the San Acacio silver project and Tepal gold project. Given the rise in precious metal
prices and with these two advanced projects, we believe the time is right to unlock their value to
shareholders”
Dunham Craig, former President and CEO of ValOro, stated “We are pleased with the closing of
the transaction and wish to thank all the participants and shareholders. With two drill ready
projects in Mexico and recent news indicating the new Mexican government will be supportive
of mining, we look forward to a dynamic and exciting 2019”.
The combined management team is being led by
• Mr. Peter J. Hawley as President and Chief Executive Officer,
• Ms. Evelyn Abbott as Chief Financial Officer and Corporate Secretary and
• Ms. Gillian Kearvell as Vice President of Exploration.
Defiance’s new Board is comprised of
• Mr. Peter J. Hawley,
• Mr. Darrell Rader,
• Mr. Paul Smith,
• Mr. Randy Smallwood and
• Mr. Ron Sowerby (who replace d George Brack , appointed to Defiance’s board at the
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closing of the transaction, who resigned as a director of Defiance to avoid any conflicts
from his role as chair of Capstone Mining Corp. and the proximity and similarity of
Defiance’s major project to Capstone’s Cozamin mine.).
Dunham Craig will be an advisor to the Board and join the Board at Defiance’s next annual general
meeting slated for March 27, 2019.
The ValOro Shares are currently halted from trading and are expected to be de -listed from the
TSX Venture Exchange shortly.
In support of this transaction, Defiance’s principal lender has agreed to increase its loan facility
from $700,000 to approximately $1.50 million, on similar terms. As partial consideration for the
increased loan facility, Defiance will issue 2,346,790 bonus warrants to the lender, each warrant
entitling the lender to acquire one common share of Defiance at $0. 18 until December 21, 2019.
The issuance of the bonus warrants is subject to the approval of the TSX Venture Exchange.
Defiance has deferred its previously announced financing, as provided for in the Arrangement
Agreement and in ValOro’s information circular, until market conditions warrant.
About Defiance Silver Corp.
Defiance Silver Corp. (DEF | TSX Venture Exchange; DNCVF | OTC; D4E | Frankfurt) is
a silver explorer and developer advancing the San Acacio Deposit, located in the historic
Zacatecas Silver District of central Mexico. Defiance is managed by a team of proven mine
developers with a track record of exploring and developing 7 operating mines to date. Defiance’s
corporate mandate is to expand San Acacio to become one of Mexico’s premier high-grade wide
vein silver deposits. A Panoramic Video on the San Acacio Deposit is available on our website.
About ValOro Resources Inc.
ValOro Resources Inc. (VRO | TSX Venture Exchange) is a mineral exploration and
development company focused on acquiring, exploring, and developing mineral resource
opportunities with the potential to host profitable mining operations. The Company's primary
focus is the 100% owned Tepal Gold/Copper Project in Michoacán state, Mexico.
On behalf of Defiance Silver Corp.
“Peter J. Hawley”
Interim President & CEO
Chairman of the Board, Director
On behalf of ValOro Resources Inc.
“Dunham L. Craig”
President, CEO & Director
For more information, please contact:
Sunny Pannu – Corporate Development
604-669 7315
or via email at [email protected]
For more information, please contact:
Dunham Craig, President & CEO
604- 694-1742
or via email at [email protected]
www.defiancesilver.com www.valoro.ca
Tel: 604-669-7315
Tel: 604- 694-1742
Email: [email protected]
Email: [email protected]
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 release.