Dolly Varden Announces Convertible Loan, Share Consolidation and Update on Exploration Plans
VANCOUVER, BRITISH COLUMBIA–(Marketwired - June 15, 2015) -Dolly Varden Silver Corporation (TSX VENTURE:DV)(OTCBB:DOLLF)(the “Company” or “Dolly Varden”) has entered into an indicative non-binding term sheet (the “Term Sheet”) with Hecla Canada Ltd. (“Hecla”), a significant shareholder, and another shareholder (together “the Lenders”). The Term Sheet contemplates a secured convertible loan facility in the aggregate principal amount of up to C$2,000,000 to the Company in multiple instalments (the “Loan”), subject to condition precedents. If advanced, the Loan will be secured by all assets of the Company. Hecla has been a shareholder of Dolly Varden since 2012 and currently holds approximately 14.3% of the Company’s issued and outstanding common shares in the capital of the Company (“Common Shares”).
If advanced, the Loan will be dedicated primarily to funding the completion of Dolly Varden’s 2015 field exploration program. The Dolly Varden project is located in northwestern BC and hosts historic mines. The Company has performed exploration campaigns on the project every year since acquisition in 2011. In the first several years, work was concentrated in areas immediately adjacent to historic deposits. More regional property-wide exploration began in 2013 and is the planned focus for work in 2015.
The Loan is conditional upon and subject to: (i) completion of definitive documentation; (ii) approval of the TSX Venture Exchange (the “TSXV”); and (iii) approval by shareholders. The Loan will also be subject to usual due diligence, events of default, covenants and representations and warranties. There can be no assurance that the Loan will receive all required approvals, or be advanced on the terms indicated in the Term Sheet or at all. Subject to regulatory and shareholder approval of the Loan, closing is expected to occur immediately after the Company’s annual general and special meeting of shareholders (the “Meeting”), currently scheduled July 13, 2015, but likely to be postponed.
In advance of the Meeting, the Company will consolidate its Common Shares on the basis of 10 old Common Shares for 1 new Common Share (the “Consolidation”). There are currently 182,689,630 Common Shares outstanding and immediately following the Consolidation there will be 18,268,963 Common Shares outstanding. The terms of the Loan and the Consolidation have been reviewed and approved by the Company’s board of directors.
Under the Loan, interest will accrue at LIBOR plus 500 basis points per annum, compounded monthly, until November 15, 2015 and thereafter at LIBOR plus 650 basis points. In addition, the Loan and accrued interest will be payable one year following the first advance under the Loan, extendable for up to 5 years at each Lender’s discretion.
The Lenders will have the right (but not the obligation) to convert the principal amount outstanding under the Loan from time to time into Common Shares at a price equal to $0.26 per Common Share (based on the five day volume weighted average price of the Common Shares on the TSXV calculated on the five days immediately prior to the announcement of the Term Sheet and adjusted for the Consolidation), subject to adjustment. The Lenders will also have the right (but not the obligation) to convert the accrued interest outstanding under the Loan from time to time into Common Shares at a price equal to the last closing price of the Common Shares on the TSXV before conversion. If the full amount of the Loan is advanced and such amount is then converted, the Lenders would receive, in aggregate, 7,818,944 Common Shares post Consolidation (or approximately 30% of the outstanding Common Shares). The number of Common Shares to be issued in respect of accrued interest is unknown at this time because (a) the conversion price is based on the closing price of the Common Shares immediately prior to the exercise of the conversion; and (b) the amount of accrued interest is unknown.
Interim CEO and President Rosie Moore, commented, “We are very grateful for Hecla’s continued support during this difficult market for junior explorers by initiating this Loan. Both Lenders recognize the potential of the Dolly Varden project. The project has been only sparsely explored in a regional context until recent years. The Loan will allow Dolly Varden to complete a full exploration program this season, including drilling, which will follow up targets highlighted in last year’s program.”
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 Common Shares are listed and traded on the TSXV under the symbol DV and on the OTCBB system under the symbol DOLLF.
This release may contain forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “expects,” “plans,” “estimates,” “intends,” “believes,” “could,” “might,” “will” or variations of such words and phrases. 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 be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Forward looking statements or information relates to, among other things, the Company’s exploration plans for the Dolly Varden silver property, statements with respect to the successful closing of the Loan, the successful completion of the Consolidation and the anticipated use of the funds advanced under the Loan. 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 TSXVnor 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
Interim CEO and President
1-778-383-3083 or Toll Free: 1-855-381-3530