Twin Glacier and Dolly Varden Silver Ltd. Announce Amalgamation
VANCOUVER, Canada - June 13, 2011 - Twin Glacier Resources Ltd. (CNSX:TEL) (“Twin” or the “Company”), announced today that it has entered into a binding letter agreement dated June 10th, 2011 (the “Letter Agreement”) with Dolly Varden Silver Ltd. (“Dolly”) respecting the fundamental terms of the proposed amalgamation of Twin and Dolly (the “Amalgamation”), to form a new company to be called Dolly Varden Silver Corporation (“Amalco”). Pursuant to the Amalgamation all of the issued and outstanding common shares of Dolly (“Dolly Shares”) and Twin (“Twin Shares”) will be exchanged for common shares of Amalco (“Amalco Shares”) on the basis of one Amalco Share for each Dolly Share and one Amalco Share for each Twin Share. Subject to applicable regulatory approval, stock options, warrants, and other securities convertible into common shares of Dolly (collectively, “Dolly Options”) and Twin (collectively, “Twin Options”) will be exchanged for stock options, warrants or other securities convertible into common shares of Amalco (collectively, “Amalco Options”) at the same exercise price and on the same ratio as the exchange of Dolly Shares or Twin Shares for Amalco Shares, as the case may be.
Terms of Amalgamation and Concurrent Financing
Pursuant to the Letter Agreement, subject to the entering into of a definitive amalgamation agreement and receipt of applicable shareholder and regulatory approvals, Amalco will be the surviving entity upon the closing of the Amalgamation and Dolly shareholders will hold the controlling interest in Amalco. The Amalgamation is intended to result in a reverse takeover of Twin by Dolly and its shareholders and be a “fundamental change” within the meaning of the policies of the Canadian National Stock Exchange (“CNSX”). Upon completion of the Amalgamation, Amalco will continue to carry on the business of both Twin and Dolly.
As a condition to the completion of the Amalgamation, Dolly will complete an equity financing. In this regard Dolly has executed an engagement letter with Mackie Research Capital Corporation (“MRCC”) dated June 3, 2011 wherein MRCC has agreed to act as lead agent, on a best-efforts basis, for a private placement offering (the “Offering”) of up to $15 million in unit subscription receipts (each a “Unit Subscription Receipt”) of Dolly at a price of $0.60 per Unit Subscription Receipt (the “Unit Issue Price”), and up to $5 million in flow-through subscription receipts (each a “Flow-Through Subscription Receipt” and together with the Unit Subscription Receipts the “Subscription Receipts”) of the Company at a price of $0.70 per Flow-Through Subscription Receipt (the “Flow-Through Issue Price”). Dolly has also granted to the Agent an option (the “Agent’s Option”), exercisable at any time up to 48 hours prior to the closing date of the Offering, to offer up to an additional $5 million in Subscription Receipts (in such proportions of Unit Subscription Receipts and Flow-Through Subscription Receipts as are mutually agreed upon between MRCC and Dolly).
On closing of the Offering, which is expected to occur in one or more closings, the first of which is expected to be completed by the end of June 2011 (each such date, a “Closing Date”), MRCC will place 50% of the gross proceeds from the Offering (the “Escrowed Funds”) with an escrow agent and release the remaining 50% of the gross proceeds of the Offering to Dolly, less any amounts in respect of 50% of the commission payable to the MRCC and 100% of MRCC’s expenses incurred up to the applicable Closing Date. The Escrowed Funds will be released to the Company at the closing of the Amalgamation and upon such additional conditions required by MRCC (the “Release Conditions”) having been satisfied or waived.
The Release Conditions shall include, but will not be limited to: (i) receipt of all necessary regulatory and shareholder approvals for the Amalgamation, (ii) written confirmation from each of Twin and Dolly that all conditions of the Amalgamation have been satisfied, other than release of the Escrowed Funds, and that the Amalgamation shall be completed forthwith upon release of the Escrowed Funds (iii) the distribution of the Amalco Shares and Amalco Options being exempt from applicable prospectus and registration requirements of applicable securities laws, and (iv) the listing of the common shares of Amalco on the TSX Venture Exchange (the “TSXV Listing”) or the receipt of TSX Venture Exchange approval for such listing.
On the Closing Date, 50% of each holder’s Unit Subscription Receipts and Flow-Through Subscription Receipts held will be automatically exercised, without any further action or payment on the part of the holder thereof, as follows:
- each Unit Subscription Receipt so exercised will entitle the holder thereof to receive one (1) unit of Dolly (a “Dolly Unit”), which Dolly Unit will consist of one Dolly Share and one-half of one Dolly Share purchase warrant (each whole warrant, a “Dolly Warrant”). Each Dolly Warrant shall entitle the holder thereof to purchase one Dolly Share at an exercise price of $0.75 at any time up to 24 months following the Closing Date; and
- each Flow-Through Subscription Receipt so exercised will entitle the holder thereof to receive one (1) flow-through Dolly Share (“Dolly Flow-Through Share”).
Upon satisfaction of the Release Conditions, the remaining Subscription Receipts will be automatically exercised, without any further action on the part of the holder thereof, as follows:
- each Unit Subscription Receipt so exercised will entitle the holder thereof to receive one Dolly Unit; and
- each Flow-Through Subscription Receipt so exercised will entitle the holder thereof to receive one Dolly Flow-Through Share.
If the TSXV Listing does not occur within seventy-five (75) days of the initial Closing Date, each one (1) Subscription Receipt referred to in (3) and (4) above will be exercisable into 1.1 Dolly Units and 1.1 Dolly Flow-Through Shares, respectively, and thereafter at the end of each additional thirty (30) day period up to 180 days following the initial Closing Date (the “Escrow Deadline”) (and any extension thereof), each Subscription Receipt will be exercisable for an additional 0.02 Subscription Receipts.
If the Release Conditions are not satisfied prior to the Escrow Deadline, any unexercised Subscription Receipts will immediately be cancelled and become null, void and of no further force or effect and as soon as reasonably possible, and in any event within five (5) business days following the Escrow Deadline, the Escrowed Funds and accrued interest will be distributed to the holders of such Subscription Receipts on a pro rata basis.
The Escrow Deadline may be extended by up to 60 days at the election of Dolly upon receipt of written consent of holders of Subscription Receipts that represent more than 50% of the total number of Dolly Units and Dolly Flow-Through Shares issuable upon exercise of the Subscription Receipts.
In consideration for its services in connection with the Offering, Dolly will pay MRCC a cash commission equal to 7.0% of the gross proceeds arising from the Offering. Dolly will also issue compensation options (“Compensation Options”) equal in number to 7.0% of the number of Subscriptions Receipts sold under the Offering. Each Compensation Option shall be exercisable to acquire one Dolly Unit for a period of 24 months after the Closing Date for a price of $0.60.
As a condition of completion of the Amalgamation holders of Dolly Shares issued prior to the Offering shall be bound by a lock-up agreement or other mechanism wherein they will not be permitted to sell, transfer, assign, pledge or otherwise dispose of, directly or indirectly, any of such Dolly Shares or the Amalco Shares received therefor for the period of time required by the TSX Venture Exchange.
The Amalgamation is an arm’s length transaction. Mr. Judson Culter, who is a director, senior officer and shareholder of Twin, is also a shareholder of Dolly and will receive Amalco Shares and potentially Amalco Options. In addition, Mr. Theo Sanidas, a shareholder of Twin, is also a shareholder of Dolly and will become a director of Amalco on completion of the Amalgamation, and receive Amalco Shares and potentially Amalco Options. Twin and Dolly will be seeking shareholder approval of the Amalgamation at a special meeting of shareholders to be held prior to the completion of the Amalgamation.
Following the completion of the Amalgamation and without giving effect to the Offering, there will be approximately 57,900,000 Amalco Shares and approximately 10,175,000 securities convertible into Amalco Shares issued and outstanding. A finder’s fee of approximately 1,000,000 Amalco Shares is payable to Rockwood Financial in connection with the transaction.
Dolly Varden Silver Ltd. and the Dolly Varden Property
Dolly is a corporation existing under the laws of the Province of British Columbia. Dolly currently has 51,250,000 shares outstanding.
Dolly is the 100% owner of a total of approximately 9,400 hectares of mineral tenures located in the Upper Kitsault Valley, 40 kilometres southeast of Stewart, in northwestern British Columbia, in the Skeena Mining Division. The mineral tenures hold the historic Dolly Varden, North Star, Torbrit and Wolf mines, collectively named the Dolly Varden Property (the “Property”). A technical report prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral (“NI 43-101”) will be filed by each of the companies in connection with the shareholder meetings.
The geology and mineralization of the Property is well documented to belong to a High Sulphidation (precious metal rich) sub-class of Volcanogenic Massive Sulphide deposits (“VMS”) and documented to be the silver-rich analog to the world class Eskay Creek deposit (3.6 million oz of gold, 180 million oz of silver) which is located 125 kilometres to the north in the same stratigraphic package of rocks. Results from the Eskay Creek deposit are not necessarily indicative of potential on the Property, but the comparison of the respective geological setting lends strong guidance to the targeting for the coming exploration programs on the Property. Both silver and gold exploration targets have been identified from historic drill programs. Dolly plans to test the VMS potential this season by conducting a multifaceted exploration program that will further test the extensive volcanogenic exhalite horizon and associated alteration (feeder) zones that are already identified on the Property and which have been shown to be stronger and more aerially extensive than the Eskay Creek system. This first phase of the exploration program will consist mostly of surface mapping and sampling, interpretation of a recently completed VTEM airborne geophysical survey, the commissioning of a more powerful ZTEM airborne survey, and then surface diamond drilling of the most promising VMS targets. Mr. Paul McGuigan, P. Geo, a director and the lead geologist of Dolly, has been studying the VMS systems in this camp since 1979. Dolly has now created an updated model of the VMS targets with the benefit of all the historical data collected by Mr. McGuigan and the previous owners.
The second part to this year’s exploration program involves the concurrent examining of the underground workings that have partially defined the historical deposits (past production of 20 million ounces of silver from the Dolly Varden and Torbrit deposits) on the Property. The historical results from this work have already outlined historic mineral resources at the Dolly Varden, North Star, Torbrit and Wolf mines in the historic categories of “Geologic Reserves” as follows (Summary Report: Wm. Pearson, Derry Michener, Booth and Wahl, 1986; converted to SI units):
|Historical Category||Tonnes||Silver Grade (g/tonne)||Silver Grade (oz./ton)||Contained Silver oz|
|Proven & Probable||467,518||378.5||11.0||5,689,464|
The above historic resource estimates were prepared from closely spaced diamond and percussion drill intersections and a polygonal method of calculation. The terminology employed is not compliant with the mineral resource and reserve categories described in Section 1.2 or 1.3 of NI 43-101. Although not compliant, these mineral resources generally correspond to mineral resources in the drill indicated and inferred categories under the current standard. Dolly is not relying upon these historical estimates and plans to upgrade these estimates with diamond drilling and underground sampling within the scope of the first phase of the 2011 exploration program.
The main focus of this year’s program will be to rehabilitate the underground workings in order to initiate an underground diamond drill program which is designed to expand the known deposit. The 3D geologic modeling work completed to date has documented the four historical silver-bearing deposits known as the Dolly Varden, North Star, Torbrit, and Wolf deposits.
All four known deposits have been developed underground on several levels, but only two, the Dolly Varden and the Torbrit, have had any previous production. All are open to depth and along strike.
Expansion of the known resources can first be accomplished by drilling some known targets from surface at the Torbrit and Wolf deposits. This will be followed by an underground program which will evaluate the existing workings to determine the amount of rehabilitation necessary to reopen the workings to safely allow for exploration and then mining. Re-surveying of the existing underground mine workings will be undertaken to confirm and refine the historical survey information. All of the accessible underground workings will be re-mapped and sampled as required. Underground work will include the development of crosscuts where necessary and establishing drill stations in order to continue to follow the deposits by diamond drilling to depth and along strike from underground with the objective, success contingent, of converting the historical resources into compliant categories under the guidelines of NI 43-101. Results from this program will also be included in a new NI 43-101 compliant technical report that will be commissioned once this year’s exploration program is completed.
The proposed exploration program can be carried out very effectively due to the favourable infrastructure that is established on the property. An all weather road provides access to all of the known deposits which are located 30 kilometres from tidewater. The road originates in Alice Arm which is supplied by grid electric power, and also has facilities to handle supply vessels from nearby deepwater ports. A total of 7 kilometres of existing underground development provides access to all four known deposits on several levels. This provides a major time and cost advantage, allowing for a more rapid completion of the evaluation necessary to support the re- opening of the historic high grade silver mining operations at the Property.
A budget of $15 million has been proposed for this year’s exploration program.
Paul McGuigan, P. Geo., the Vice President of Exploration of Dolly, is the Qualified Person who reviewed the technical information regarding the Property contained in this news release.
Board of Directors and Management of Amalco
Upon completion of the Amalgamation, the board of directors of Amalco will be comprised of 5 nominees of Dolly namely, John King Burns, Ron Nichols, P. Eng., Allen Ambrose. Theo Sanidas and Paul McGuigan, P.Geo, and one nominee of MRCC. The new management team will be comprised of John King Burns, Chairman; Ron Nichols, President and Chief Executive Officer; Paul McGuigan, P.Geo., Vice President Exploration and Judson Culter, Chief Financial Officer and Corporate Secretary.
Pursuant to the terms of the engagement letter with MRCC and as a condition to the completion of the Amalgamation, a nominee of MRCC will, at MRCC’s request, be appointed to (i) to board of directors of Amalco, or (ii) as an observer to attend all meetings of the board of directors of Amalco, as may be agreed upon by Dolly and MRCC, subject to such nominee being acceptable to the Board of Directors of Dolly, acting reasonably, and to the TSX Venture Exchange.
The following is a brief summary of the relevant experience of each director and member of management of Amalco.
John King Burns, Chairman and Director
Mr. Burns has extensive experience in the global resource sector. He is a former Vice President and Chief Financial Officer of the Drexel Burnham Lambert Commodity Group in New York, London and Chicago, a former Managing Director and Global Head of the Derivative Trading and Finance Group of Barclays Metals Group. He has also acted as an independent Director, Audit Committee member and lead Director on a number of publicly listed resource companies.
Ron Nichols, P.Eng., President and Chief Executive Officer and Director
Mr. Nichols has more than 30 years of experience in the exploration sector. He has expertise in both project management and property generation from his work with junior and senior companies. Mr. Nichols spent 20 years with Cominco Ltd. He was involved with the discovery of the Valley Copper and Snip mines in British Columbia and on extensions to the Black Angel mine in Greenland. More recently Ron has been involved at a senior level in the re-start up and operation of the silver-copper-lead- zinc La Negra mine in Mexico, and the planning and project financing for putting the historic Shafter Silver Mine back into operation.
Paul McGuigan, P.Geo., Vice President Exploration and Director
Mr. McGuigan is Managing Director of Cambria Geosciences of Vancouver, B.C. He has 36 years of international experience in management of mineral exploration and mining operations Mr. McGuigan’s deposit expertise includes the exploration and/or discovery of significant volcanogenic massive sulphide, epithermal gold, IOCG and porphyry Cu-Au prospects and deposits. He has been active in exploration of the Eskay Creek region since 1979.
Allen Ambrose, P.Geo., Director
Mr. Ambrose has 30 years of exploration and mining industry experience, throughout North and South America for gold, silver, and other commodities. Mr. Ambrose raised over $180 million in equity capital in companies that discovered over $50 billion in metals. Mr. Ambrose previously worked for N. A. Degerstrom Inc. as Manager of Exploration where he was co-discoverer of the
Brisas del Cuyuni gold deposit (plus 10 million ounces gold equivalent) in the Kilometer 88 mining area of Venezuela, while acting as a consultant to Gold Reserve Corp.
Theo Sanidas, Director
Mr. Sanidas has over 10 years of active involvement in the resource sector, and has extensive experience in management, marketing and capital raisings in both North American and European markets. He has been involved with mergers, acquisitions, joint ventures, financings, divestitures, reorganizations for both public and private companies.
Judson Culter, Chief Financial Officer and Corporate Secretary
Mr. Culter is a current Director and Chief Financial Officer of Twin. Mr. Culter has over eight years of experience providing cross border business assurance, accounting, and financial consulting services. Mr. Culter has served as Director to IEMR Resources, a natural resource company located in Vancouver, BC, as a controller and financial consultant for Atlas Accelerator, a private equity firm based in Bellevue, WA. Prior to that, Mr. Culter worked as a Senior Associate at Moss Adams in Seattle, WA and as a Senior Associate at Grant Thornton in Seattle, WA. Mr. Culter is a CPA in Washington State. Mr. Culter obtained a Diploma in Accounting (master’s equivalent) from the University of British Columbia in 2003.
Description of Significant Conditions to Closing
Completion of the Amalgamation is subject to a number of conditions including but not limited to, CNSX acceptance, approval for TSXV Listing, and shareholder approval. The Amalgamation cannot close until the required shareholder approval is obtained. There can be no assurance that the Amalgamation will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Amalgamation, any information released or received with respect to the Amalgamation may not be accurate or complete and should not be relied upon. Twin will make a subsequent news release with information on the Offering and summary financial information in accordance with applicable CNSX policies. Trading in the securities of Twin should be considered highly speculative.
The CNSX has in no way passed upon the merits of the Amalgamation and has neither approved or disapproved the contents of this press release.
ON BEHALF OF THE BOARD OF DIRECTORS
TWIN GLACIER RESOURCES LTD.
“Judson Culter, CFO”
Forward Looking Statements
Certain information set forth in this press release, including management’s assessment of future plans and operations, contains forward looking statements. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “believe” and similar expressions are intended to identify forward looking statements. Forward looking statements made in this press release include statements regarding proposed
exploration programs and the results thereof, information concerning Amalco, including the timing of the completion of the Amalgamation, and the timing of the completion of the Offering. By their nature, forward looking statements are subject to numerous assumptions, risks and uncertainties, some of which are beyond management’s control. The assumptions made in preparing the forward looking statements contained in this news release, which may prove to be incorrect, include, but are not limited to: the specific assumptions set forth above; that the results of work performed by past operators on the Property is accurate, that the Offering will be completed as expected, that shareholder approval for the Amalgamation from the shareholders of each of Twin and Dolly will be received, and that all necessary regulatory approvals will be received. Many factors, known and unknown, could cause the actual results to be materially different from those expressed or implied by such forward-looking statements. Such risks include, but are not limited to: the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, environmental risks, competition from other industry participants, the lack of availability of equipment, qualified personnel or management, stock market volatility, ability to access sufficient capital, inability to complete the Offering in an amount sufficient to complete proposed exploration programs or at all, geologic models upon which proposed exploration programs are based may be incorrect, historic resource estimates prepared by third party operators may not be accurate, the parties may not be able to negotiate a satisfactory Amalgamation Agreement, shareholders may reject the proposed Amalgamation, Twin and Dolly may not obtain all necessary regulatory approvals, and proposed members of management may determine not to remain with Amalco. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, undue reliance should not be placed on forward looking statements. Actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward looking statements. No assurance can be given that any of the events anticipated will transpire or occur, or if any of them do so, what benefits will derive from them. Except as required by applicable securities laws, Twin and Dolly disclaim any intention or obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise.
Neither the CNSX nor its Regulation Services Provider (as that term is defined in the policies of the CNSX) accepts responsibility for the adequacy or accuracy of this release.