VANCOUVER, BC, March 17, 2021 /CNW/ - Denarius Silver
Corp. ("Denarius Silver" or the "Company") (TSXV:
DSLV), is pleased to announce the closing of the non-brokered
private placement (the "Financing") of 75,000,000
subscription receipts (the "Subscription Receipts") at
$0.45 per receipt for aggregate gross
proceeds of $33,750,000. As
previously announced on February 25,
2021, the Financing is a condition to the Company acquiring
a 100% indirect interest in the Investigation Permit Nº 14,977
(also identified as the Rubia permit) covering the areas occupied
by the former Lomero-Poyatos Concessions and the mine within them
(the "Lomero Project") in southern Spain (the "Transaction").
The proceeds of the Financing will be held in escrow pending the
Company receiving all applicable regulatory approvals and
completing the Transaction. Upon satisfaction of the escrow release
conditions, immediately prior to completion of the Transaction,
each subscription receipt will automatically convert into one unit
(each, a "Unit") of the Company for no additional
consideration. Each Unit shall be comprised of one common share
(each, a "Share") and one Share purchase warrant (each, a
"Warrant"). Each Warrant shall be exercisable into one Share
at a price of $0.80 per Share until
March 17, 2026. The Company intends
to apply to the TSX Venture Exchange (the "Exchange") to
list the Warrants issued in connection with the Financing; however,
there is no guarantee that the Exchange will approve said listing.
The Subscription Receipts, and the Shares and Warrants issuable
upon conversion, are subject to a hold period until July 18, 2021 in accordance with applicable
securities law. If the Transaction is not completed on or before
April 30, 2021, the proceeds of the
Financing will be returned to the subscribers.
The Company expects to pay finder's fees (the "Finder's
Fees") of 6% to certain arms-length parties who have introduced
subscribers to the Financing, totalling approximately $409,035, of which $361,665 will be paid in Units of the Company, in
accordance with the policies of the Exchange. It is expected
that proceeds from the Financing will be utilized to make the
Transaction payments, undertake an exploration and development
program on the Lomero Project and for the general and
administrative expenses of the Company.
Gran Colombia Gold Corp. ("Gran Colombia") has invested $10 million in the Financing. Prior to completion
of the Financing, Gran Colombia held, directly or indirectly, or
exercised control or direction over, 33,666,666 Shares of the
Company, representing approximately 36.15% of the issued and
outstanding shares of the Company. Upon conversion of the
Subscription Receipts into Units of the Company, Gran Colombia will
own 55,888,889 Shares of the Company and 22,222,223 common share
purchase warrants, representing approximately 27.31% of outstanding
securities of the Company on an undiluted basis, assuming
conversion of all of the Subscription Receipts issued in connection
with the Financing and completion of all share issuances necessary
in connection with completion of the Transaction.
KSAC Europe Investements S.à.r.L., a wholly-owned subsidiary of
King Street Capital, L.P., King Street Capital, Ltd. and
King Street Europe, Ltd., all of
which funds are managed by King Street Capital Management, L.P. and
ultimately under the control and direction of Mr. Brian Higgins ("King
Street"), invested $15
million in the Financing. King
Street's address in New
York is 299 Park Avenue, 40th Floor, New York, NY, 10171. King Street did not
own any common shares in the Company prior to completion of the
Financing. The Subscription Receipts were acquired by
King Street for investment purposes,
but King Street may acquire or
dispose of securities of the Company in the future for investment
purposes of for other reasons, depending on market conditions and
other factors. Upon conversion of the Subscription Receipts
into Units of the Company, King
Street will own 33,333,334 Shares and 33,333,334 Warrants,
exercisable to acquire an additional 33,333,334 Shares. As a
result, King Street is deemed to
beneficially own 66,666,668 of the 159,784,583 Shares of the
Company that would be outstanding after giving effect to all rights
of King Street to acquire securities of the Company exercisable
within 60 days, whether or not on conditions, representing
approximately 41.72% of the outstanding securities on a
partially-diluted basis, assuming the conversion of only the
Subscription Receipts held by King
Street and without giving effect to the Transaction.
Assuming conversion of all of the Subscription Receipts
issued in connection with the Financing and completion of all share
issuances necessary in connection with completion of the
Transaction, but without giving effect to the exercise of any
Warrants, King Street will own
33,333,334 Shares representing approximately 16.29% of the
outstanding common shares of the Company.
The Company has obtained disinterested shareholder approval,
referred to in the February 25, 2021
news release.
In satisfaction of the requirements of National Instrument
62-104 - Take-Over Bids and Issuer Bids and National Instrument
62-103 - The Early Warning System and Related Take-Over Bid and
Insider Reporting Issues, each of Gran Colombia and King Street will be filing an early warning
report respecting the acquisition of their respective securities,
containing additional information omitted from this news release,
under Denarius Silver's SEDAR Profile at www.sedar.com.
A copy of the report filed by Gran Colombia may be obtained from
Amanda Fullerton, Corporate
Secretary, telephone number (416) 360-4653, and a copy of the
report filed by King Street may be
obtained from Randy Stuzin, General
Counsel, telephone number (212) 812-3132.
Gran Colombia and King Street
each acquired the securities for investment purposes only, and
depending on market and other conditions, may from time to time in
the future increase or decrease their ownership, control or
direction over securities of the Company, through market
transactions, private agreements, or otherwise.
Following the closing of the Transaction and the Financing, the
Company expects to have approximately 204,621,615 common shares
issued and outstanding on an undiluted basis.
On Behalf of the Board of Directors,
DENARIUS SILVER CORP.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Statements included in this announcement, including
statements concerning our plans, intentions and expectations, which
are not historical in nature are intended to be, and are hereby
identified as, "forward–looking statements".
Forward–looking statements may be identified by words
including "anticipates", "believes", "intends", "estimates",
"expects" and similar expressions. The Company cautions readers
that forward–looking statements, including without
limitation those relating to the Company's future operations and
business prospects, completion of the Transaction and use of
proceeds from the Financing are subject to certain risks and
uncertainties that could cause actual results to differ materially
from those indicated in the forward–looking
statements.
SOURCE Denarius Silver Corp.