Marketed Offering
Each Unit is comprised of one common share of the Company (each a 'Common Share') and one-half of one common share purchase warrant (each whole common share purchase warrant, a 'Warrant'). Each Warrant will be exercisable by the holder thereof to acquire one common share of the Company (each a 'Warrant Share') at a price of
The net proceeds of the Offering will be used by the Company for exploration and general working capital purposes. Under applicable securities legislation and the policies of the
In connection with the closing of the Offering, the Company paid finder's fees comprised of an aggregate cash commission
Related Party Transaction
The Insider is considered 'related parties' and 'insiders' of the Company for the purposes of applicable securities laws and stock exchange rules. The subscription and issuance of Units by the Insider constitutes related party transactions but is exempt from the formal valuation and minority approval requirements of Regulation 61-101 - Protection of Minority Security Holders in Special Transactions as neither the fair market value of the common shares and common share purchase warrants issued to each of the Insiders, nor the consideration paid by such Insiders, exceeds 25% of the Company's market capitalization. The Insider abstained from voting on all matters relating to the Offering.
Other Corporate Matters
The Company announces that it has previously engaged an arm's length party,
Pursuant to a corporate communication service agreement (the 'Service Agreement') entered into with Axino on
The Company previously entered into an arm's length administrative services agreement dated
The deemed value of the Service Shares to be issued for a particular month, is to be the closing price of the Company's shares on the last trading day of the month. For services rendered under the Agreement between the period of
The Service Shares issued are subject to a four month hold period, which will expire on a date that is four months and one day from the date of issuance. The Issuance of the Shares pursuant to the Service Shares remains subject to the approval of the TSXV. No new insiders will be created, nor will any change of control occur, as a result of the issuance of the Service Shares.
As certain insiders are party to the Agreement, it may be considered a 'related party transaction' under Multilateral Instrument 61-101 Protection of Minority Security Holders In Special Transactions ('MI 61-101') and the TSXV. The Company is relying on the exemptions from the formal valuation and the minority shareholder approval requirements of MI-61-101 contained in section 5.5 (a) and Section 5.7 (1)(a) as the fair market value of the common shares being issued to insiders in connection with the Service Shares does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.
About
Contact:
Chairman of the Board
Tel: +1 (604) 343-4677
Email: info@defiancesilver.com.
Caution Regarding Forward-Looking Information
Information contained in this news release which are not statements of historical facts may be 'forward-looking information' for the purposes of Canadian securities laws. Such forward-looking information and statements involve known and unknown risks and uncertainties that may cause Defiance's actual results, performance and achievements to differ materially from those expressed or implied by the forward-looking information and statements and accordingly, undue reliance should not be placed thereon... The words 'believe', 'expect', 'anticipate', 'contemplate', 'plan', 'intends', 'continue', 'budget', 'estimate', 'may', 'will', 'schedule', 'understand' and similar expressions identify forward-looking information.
Risks and uncertainties that may cause actual results to vary include but are not limited to the speculative nature of mineral exploration and development, including the uncertainty of reserve and resource estimates; operational and technical difficulties; the availability of suitable financing alternatives; fluctuations in gold and other commodity prices; changes to and compliance with applicable laws and regulations, including environmental laws and obtaining requisite permits; political, economic and other risks arising from Defiance's Mexican activities; fluctuations in foreign exchange rates; as well as other risks and uncertainties which are more fully described in our annual and quarterly Management's Discussion and Analysis and in other filings made by us with Canadian securities regulatory authorities and available at www.sedarplus.ca. Accordingly, all such factors should be considered carefully when making decisions with respect to Defiance, and prospective investors should not place undue reliance on forward looking information. Forward-looking information in this news release is made as at the date hereof. The Company assumes no obligation to update or revise forward-looking information to reflect changes in assumptions, changes in circumstances or any other events affecting such forward-looking information, except as required by applicable law.
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