Dolly Varden Announces Private Placement of Common Shares
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
July 5, 2016 – Vancouver, BC: Dolly Varden Silver Corporation (TSX.V: DV | U.S.: DOLLF) (the “Company” or “Dolly Varden“) is pleased to announce that it intends to undertake a private placement financing (the “Offering“) 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 (“Flow-Through Share“), at a price of $0.70 per Flow-Through Share.
The net proceeds of the Offering will be used to repay the $2,500,000 loan from Sprott and K2 (see Company news releases dated June 13, 2016 and July 4, 2016), accomplishing the goal of eliminating all Company debt. The majority of the remaining proceeds are planned to be used for exploration of the Dolly Varden silver property in northwestern BC, 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.
“Upon completing the Offering Dolly Varden’s year-long corporate transformation will be complete, yielding a debt free company with a lean share structure, cash in the bank, and low overhead costs. Cleaning up the corporate entity allows focus to shift to the highly prospective Dolly Varden silver project, where both Eskay- and Brucejack-like styles of mineralization are known to occur. Our 2015 maiden NI 43-101 mineral resource estimate defined robust high-grade mineralization adjacent to historic deposits. This mineral resource estimate has expansion potential but, more importantly, serves as a template for discovery of other similar deposits on the under-explored remainder of the large project where the same lithologies, structure, alteration and indicator elements have been defined in previous field programs and have yielded encouraging early results. With our debt repaid and capital on hand, Dolly Varden will be well positioned in this new silver commodity market to grow the potential of the project through methodical and well targeted field programs,” said Rosie Moore, Director and Interim President and CEO of Dolly Varden. “Hecla, a shareholder, announced its intention to make a takeover bid for Dolly Varden in a news release on June 27, 2016. The Company is unaware of any formal Hecla offer to Dolly Varden’s shareholders but is prepared to evaluate an offer, if one is put forward. Completion of this financing gives us the ability to move forward as a going concern without the burden of debt and will allow us to focus on the evaluation of our project, regardless,” she added.
In connection with the Offering, the Company has agreed to pay a finder’s fee in respect of those purchasers introduced to the Company by Eventus Capital Corp. (the “Finder“). For the share purchased by these investors, the Finder will receive: (a) Common Shares with a value equal to 6% of the gross proceeds raised from Common Shares and Flow-Through Shares, based on a price per Common Share of $0.62; and (b) Common Share purchase warrants equal to 6% of number of Common Shares and Flow-Through Shares. Each warrant will entitle the Finder to purchase one Common Share at a price of $0.70 per Common Share for a period of 24 months from the date of the closing of the Offering.
The issuance of the Common Shares, Flow-Through Shares, and the payment of the Finder’s fee are subject to the approval of the TSX Venture Exchange, receipt of any other required regulatory approvals and other customary conditions. Closing of the Offering is anticipated to occur on or about July 15, 2016. Securities issued under the Offering will be subject to a four-month hold period.
Pursuant to the ancillary rights agreement between Hecla Canada Ltd (“Hecla”) and the Company dated September 4, 2012 (the “ARA”), the Company will provide notice to Hecla of the Offering. Hecla will be entitled to acquire Common Shares, Flow-Through Shares and warrants to maintain its pro rata equity interest in the Company. If Hecla exercises its rights under the ARA, any securities acquired by Hecla will be in addition to those detailed above.
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 (Eskay Creek, 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. The Dolly Varden deposit contains an estimated 3.1 million tonnes of Indicated Mineral Resources at an average grade of 321.6 grams of silver per tonne and 0.9 million tonnes of Inferred Mineral Resources at an average grade of 373.3 grams of silver per tonne.
Ron F. Nichols, P. Eng. and Vice President of Exploration for Dolly Varden, who serves as a Qualified Person under National Instrument 43-101, supervised the preparation of the scientific and technical information concerning this news release. Further information regarding the Dolly Varden silver property, including that relating to historical production and resource estimates, can be found in the Company’s Technical Report dated September 30, 2015 which includes the Mineral Resource Section, which is filed on SEDAR and available on the Company’s website.
This release may contain forward-looking statements. 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 completion of the private placement, size of the Offering and the Company’s receipt of proceeds of the Offering, the payment of the Finder’s fee, the receipt of regulatory approvals, the use of the proceeds of the Offering, results of previous field work and programs, belief in the nature of the mineralization at the project, belief that the mineralization on the project is similar to Eskay and Brucejack, results of mineral resource estimate on the project, the potential to grow the project, the prospects of the Dolly Varden silver project ability to move forward as a going concern and matters relating to the proposed takeover bid by Hecla. 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.
This release does not constitute an offer to sell or a solicitation of an offer to buy of any securities in the United States. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to available exemptions therefrom.
Dolly Varden Silver Corporation
Rosie Moore, Interim CEO and President