– CLEARS THE WAY FOR PRIVATE PLACEMENT –
– iMPOSES FORMAL VALUATION ON HECLA’S TAKE-OVER BID –
July 25, 2016 – Vancouver, BC: Dolly Varden Silver Corporation (TSX.V: DV | U.S.: DOLLF) (the “Company” or “DollyVarden”) was granted favorable decisions on both matters considered in joint hearings before the British Columbia Securities Commission (the “BCSC”) and the Ontario Securities Commission (the “OSC” and together with the BCSC, the “Commissions”). The Commissions denied a request by Hecla Mining Company (together with its affiliates, “Hecla”) to stop Dolly Varden from completing a previously announced private placement financing (the “Offering”) and agreed with Dolly Varden that Hecla’s unsolicited bid for Dolly Varden was an insider bid (the “Insider Bid”) and therefore Hecla must obtain and disseminate to the Company’s shareholders (at its own expense) an independent formal valuation (a “Formal Valuation”).
“We were grateful the hearings were expedited and are very pleased with the Commissions’ decisions. We commend our entire legal team at Borden Ladner Gervais LLP, whose litigators deftly represented us at the hearings, resulting in favorable decisions on both matters. We now look forward to completing our year-long transformation of Dolly Varden into a well-funded junior exploration company with an exciting project. By eliminating our debt and properly funding our company, we will be able to re-focus on further exploration and expansion of our prospective Dolly Varden silver property. The value of our company should compare favorably with our debt-free peers with funded field programs. Once Dolly Varden is in receipt of the formal valuation, it will be able to fully evaluate Hecla’s offer. We will then be in a position to ensure that our shareholders will receive meaningful advice and information upon which to make their decision to tender to a bid, should one go forward,” commented, Rosie Moore, Director and Interim President and CEO.
The Company now plans to close its Offering announced July 5th, upon receipt of the approval of the TSX Venture Exchange. On July 5, 2016, Dolly Varden announced its intention to raise gross proceeds of up to $6 million from the sale of up to: (a) 7,258,064 common shares in the capital of the Company (“Common Share”) at a price of $0.62 per share; and (b) up to 2,142,857 Common Shares that qualify as “flow-through shares” as defined in Canada’s Income Tax Act. The funds raised will be used to repay the $2,500,000 loan from Sprott Private Resource Lending (M), L.P., Resource Income Partners Limited Partnership and The K2 Principal Fund L.P. (see Company news releases dated June 13, 2016 and July 4, 2016), accomplishing its goal of eliminating all Company debt. The majority of the remaining proceeds will be used for exploration of the Dolly Varden silver property in northwestern British Columbia, where a number of prospective mineral exploration and resource expansion targets were identified during the 2015 field season. Thereafter, proceeds will be used for working capital purposes. Hecla has indicated its intention to exercise ancillary rights it holds and to participate in the Offering. To maintain its pro rata interest in the Company, Hecla has subscribed for an additional 1,857,796 Common Shares at a price of $0.62 per Common Share, and 101,762 common share purchase warrants (“Warrants”) at a price of $0.43 per Warrant. Each Warrant will entitle Hecla to acquire one Common Share at a price of $0.70 per Common Share and will be exercisable for a period of 24 months from the date of issuance. Proceeds from Hecla’s participation are in addition to the total $6 million in gross proceeds to be raised in the Offering.
In instances where a take-over offer is submitted by an entity which has either management representation or material undisclosed information, Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions mandates an Independent Formal Valuation be provided to shareholders of the target company. A Formal Valuation was not included in Hecla’s Bid circular, dated July 8, 2016, in which Hecla also announced that, if the Offering was completed, Hecla would not proceed with its Insider Bid. At the request of the Company, the Commissions determined Hecla was an insider and MI 61-101 applied. If Hecla chooses to continue with its Bid, Hecla must deliver a Formal Valuation as an addendum to the Insider Bid circular (the “Amended Insider Offer”), and the Amended Insider Offer shall, unless earlier terminated, remain open until the later of 35 days after the delivery of the Amended Insider Offer or the “Expiry Time” defined in the Insider Bid. As the Insider Bid was cease traded, Dolly Varden will not be sending or mailing a directors’ circular to its shareholders until 15 days after the Amended Insider Offer is made available.
About Dolly Varden – Dolly Varden Silver Corporation is a mineral exploration company focused on the exploration of the Dolly Varden silver property located in northwestern British Columbia, Canada. The entire Dolly Varden property is considered to be highly prospective for hosting high-grade precious metal deposits, since it comprises the same structural and stratigraphic setting that host numerous other, on-trend, high-grade deposits, such as Eskay Creek and Brucejack. The Company’s common shares are listed and traded on the TSX Venture Exchange under the symbol DV and on the OTCBB system under the symbol DOLLF.
This release may contain forward-looking statements or information. Forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of Dolly Varden to differ perhaps materially from any future results, performance, or achievements expressed or implied by the forward-looking statements. Forward looking statements or information relate to, among other things, the closing of the Company’s private placement financing, the use of proceeds of the Company’s private placement financing, the transformation of Dolly Varden into a well-funded junior exploration company, Dolly Varden competing with its peers, shareholders receiving fair value for their common shares if Hecla’s take-over bid goes forward, the realization of Dolly Varden’s stated goal to become debt free, the receipt of a Formal Valuation for the Company and the continued exploration and valuation of the Dolly Varden silver property and the impact of these events on the Company’s share price. These forward-looking statements are based on management’s current expectations and beliefs, but given the uncertainties, assumptions and risks, readers are cautioned not to place undue reliance on such forward-looking statements or information. The Company disclaims any obligation to update, or to publicly announce, any such statements, events or developments except as required by law.
For additional information on risks and uncertainties, see the Company’s most recently filed annual management discussion & analysis (“MD&A”), which is available on SEDAR at www.sedar.com and on the Company’s website at www.dollyvardensilver.com. The risk factors identified in the MD&A are not intended to represent a complete list of factors that could affect the Company.
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 news release.
Dolly Varden Silver Corporation
Rosie Moore, Interim CEO and President