Defiance Silver Corp. Announces Brokered LIFE Offering for Gross Proceeds of up to C$8 Million
Defiance Silver Corp. Announces Brokered
LIFE Offering for Gross Proceeds of up to C$8
Million
Vancouver, British Columbia--(Newsfile Corp. - June 4, 2025) - Defiance Silver Corp. (TSXV: DEF)
(OTCQX: DNCVF) (FSE: D4E), (the "
Company
", or "
Defiance
") is pleased to announced that it has
entered into an agreement with Red Cloud Securities Inc. ("
Red Cloud
" or the "
Agent
") to act as sole
agent and bookrunner in connection with a "best efforts" private placement (the "
Marketed Offering
")
for the sale of up to 32,000,000 units of the Company (each, a "
Unit
") at a price of C$0.25 per Unit (the
"
Offering Price
") for aggregate gross proceeds of up to C$8,000,000.
Each Unit will consist of one common share of the Company (each, a "
Common Share
") and one-half
of one common share purchase warrant (each whole warrant, a "
Warrant
"). Each Warrant will entitle the
holder thereof to purchase one Common Share (a "
Warrant Share
") at a price of C$0.35 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 8,000,000 Units at the Offering Price for
additional gross proceeds of up to C$2,000,000 (the "
Agent's Option
"). 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 is 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
("
NI 45-106
"), the Units will be offered for sale to
purchasers resident in the provinces of British Columbia, Alberta, Manitoba, Saskatchewan, Ontario and
Québec pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "
Listed Issuer
Financing Exemption
"). 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 (the "
U.S.
Securities Act
").
There is an offering document (the "
Offering Document
") related to the Offering that can be accessed
under the Company's profile at www.sedarplus.ca and on the Company's website at:
www.defiancesilver.com
. 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 (the "
Closing Date
"). 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 (the "
TSXV
").
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the
United States, nor shall there be any sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
The securities being offered have not been, nor will they be,
registered under the U.S. Securities Act or under any securities laws of any State of the United States,
and may not be offered or sold in the United States or to, or for the account or benefit of, a "U.S. person"
(as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable
exemption from the registration requirements of the U.S. Securities Act and all applicable state
securities laws.
About Defiance Silver Corp.
Defiance Silver Corp. is an exploration company advancing the district-scale Zacatecas project, located
in the historic Zacatecas Silver District and the Tepal Gold/Copper Project in Michoacán state, Mexico.
Defiance is managed by a team of proven mine developers with a track 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.
On behalf of Defiance Silver Corp.
"Chris Wright"
CEO & Chairman of the Board
For more information, please contact: Investor Relations at +1 (604) 343-4677 or via email at
.
www.defiancesilver.com
Suite 2900-550 Burrard Street
Vancouver, BC V6C 0A3
Canada
Tel: +1 (604) 343-4677
Email:
Disclaimer
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the
TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This news release contains statements that constitute "forward-looking information" and "forward-looking
statements" within the meaning of applicable Canadian and United States securities laws (collectively,
"forward-looking information"). In particular, this press release contains forward-looking information
relating to, among other things, the Offering, the anticipated closing date of the Offering, the intended use
of proceeds of the Offering, approval of the TSXV and the filing of the Offering Document. Such forward-
looking information involves known and unknown risks, uncertainties and other factors that may cause
Defiance's actual results, performance or achievements, or developments in the industry to differ
materially from the anticipated results, performance or achievements expressed or implied by such
forward-looking information. Forward-looking information consists of 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.
Although Defiance believes the forward-looking information contained in this news release is reasonable
based on information available on the date hereof, by its nature, forward-looking information involves
assumptions, 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 information.
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. While the Company may elect to, it does not undertake to update this
information at any particular time except as required in accordance with applicable laws.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
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