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Kamis, 07 Juli 2022

GSilver Increases Debt and Equity Financing Package to US$15.3M



GSilver Increases Debt and Equity Financing Package to US$15.3M

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC / ACCESSWIRE / July 7, 2022 / Guanajuato Silver Company Ltd. (the "Company" or "GSilver") (TSXV:GSVR) announces that due to increased demand, the Company has expanded the size of its previously announced brokered private placement equity financing (the "Financing") through a syndicate of agents including Research Capital Corporation and Canaccord Genuity Corp. as co-lead agents and joint bookrunners (collectively the "Agents") (see GSilver June 29, 2022, news release - GSilver to Acquire 100% of Great Panther's Mexican Mining Assets). The Financing will now consist of a total of up to 40,300,000 subscription receipts (the "Subscription Receipts") at a price of C$0.33 (equivalent to approximately US$0.256) per Subscription Receipt for gross proceeds of up to C$13,299,000 (equivalent to approximately US$10.3 million), subject to the Agents' option to increase the size of the Financing by up to an additional 15% or 6,045,000 Subscription Receipts at any time up to 48 hours prior to closing of the Financing.

The gross proceeds of the Financing, less 50% of the Agents' cash commission, will be deposited in escrow (the "Escrowed Funds") pending satisfaction of certain subscription receipt release conditions (the "SR Conditions") including the concurrent closing of the Company's acquisition of the Mexican mining assets of Great Panther Mining Limited (the "MMR Acquisition") as announced on June 29, 2022 (see "Purchase of Great Panther MMR Mining Assets" below) and the acceptance of the TSX Venture Exchange (the "TSXV").

Upon closing of the MMR Acquisition, each Subscription Receipt will automatically convert, without payment of additional consideration or further action on the part of the holder thereof, into one unit of GSilver consisting of one common share (a "GSilver Share") and one common share purchase warrant (a "GSilver Warrant") of GSilver and the Escrowed Funds (less the balance of the Agent's cash commission and expenses) will be released to the Company. Each GSilver Warrant will be exercisable for one GSilver Share at a price of C$0.50 for a period of 36 months following closing of the MMR Acquisition. If the SR Conditions are not satisfied within 90 days following closing of the Financing (or such other date as the Company and the Agents may agree), the Escrowed Funds and any interest accrued thereon will be returned to the purchasers of Subscription Receipts and the Subscription Receipts will be cancelled.

The net proceeds of the Financing will be used to, among other things, finance the purchase price of the MMR Acquisition, fund ongoing mining operations and for general corporate and working capital purposes.

The Financing is scheduled to close on or about the week of July 21, 2022, or such other date as agreed to by the Company and the Agents.

Purchase of Great Panther MMR Assets:

GSilver has signed a binding definitive agreement with Great Panther Mining Ltd. ("Great Panther") (TSX:GPR) to acquire all of Great Panther's Mexican mining assets through the purchase of Great Panther's Mexican subsidiary, Minera Mexicana Rosario S.A. de C.V. ("MMR"). MMR's combined Mexican assets include three mines, including the currently producing Topia mine in Durango, two floatation processing facilities, and 25,000 hectares of mineral claims. The purchase price for MMR is US$14.7M, of which US$6.7M is payable in GSilver shares and, subject to certain closing adjustments, US$8,000,000 is payable in cash. The Company has also agreed to pay certain contingent bonus payments to Great Panther based on future production of silver from MMR's mining assets and the future price of silver. See GSilver's news release dated June 29, 2022 for further details of the MMR Acquisition. The Company has also agreed to pay, subject to acceptance of the TSXV, an advisory fee to MinVisory Corp. based on the allowable limits of the TSXV in consideration for its services in connection with the MMR Acquisition. MinVisory Corp. is a private consulting company based in Ontario. Closing of the MMR Acquisition is subject to a number of conditions including acceptance of the TSXV.

As announced on June 29, 2022, GSilver has also signed a concentrate pre-payment facility term sheet (the "OP Facility") with Ocean Partners (UK), a metals off-take and trading firm, to provide US$5.0M of financing towards the purchase price for MMR and general corporate and working capital purposes. The OP Facility will be for a term of 24-months, secured by a share pledge over MMR, which holds Great Panther's Mexican mining assets, and repayable over a period of 21-months following a three-month grace period. Interest on the OP Facility will be calculated at 12-month LIBOR + 7.5%. For further details of the OP Facility, please refer to GSilver's news release of June 29, 2022.

All securities issuable in connection with the MMR Acquisition, the Financing and the OP Facility will be subject to a statutory hold period of 4 months and one day from the date of issue. There are no assurances that the MMR Acquisition, the Financing and the OP Facility will be completed on the terms contemplated by the Company or at all.

About Guanajuato Silver Company Ltd.:

GSilver mines and processes silver and gold concentrate from its El Cubo mine and mill. The Company continues to delineate additional silver and gold resources through underground drilling at El Cubo and its nearby El Pinguico project. Both projects are located within 11km of the city of Guanajuato, Mexico, which has an established 480-year mining history.

ON BEHALF OF THE BOARD OF DIRECTORS
"James Anderson"
Chairman and CEO

For further information regarding Guanajuato Silver Company Ltd., please contact:

JJ Jennex, Communications Manager, +1 (604) 723-1433
Email: jjj@gsilver.com
Continue to watch our progress at: www.GSilver.com

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.

This new release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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 or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Forward-Looking Information and Statements

This news release contains certain forward-looking statements and information, which relate to future events or future performance including, but not limited to, the acquisition of MMR on the proposed terms and conditions and the estimated timing for closing thereof and the ability of GSilver to raise the necessary funding to complete the MMR acquisition including the Financing and the OP Facility on the terms and conditions and in the amounts currently contemplated. Such forward-looking statements reflect management's current beliefs and are based on assumptions made by and information currently available to the Company. Readers are cautioned that these forward-looking statements are neither promises nor guarantees, and are subject to risks and uncertainties that may cause future results to differ materially from those expected including, but not limited to, market conditions, availability of financing, currency rate fluctuations, actual results of exploration, development and production activities, unanticipated geological formations and characteristics, environmental risks, future prices of gold, silver and other metals, operating risks, accidents, labor issues, delays in obtaining governmental or regulatory approvals and permits, and other risks in the mining industry. There are no assurances that GSilver will successfully finance and complete the acquisition of MMR on the terms contemplated or at all. In addition, there is uncertainty about the continued spread of COVID-19, the ongoing war in Ukraine, rising inflation and interest rates (domestically and abroad) and the impact they will have on the Company's operations, supply chains, ability to access the MMR properties, El Cubo and/or El Pinguico or procure equipment, contractors and other personnel or raise capital on a timely basis or at all and economic activity in general. All the forward-looking statements and information made in this news release are qualified by these cautionary statements and those in our continuous disclosure filings available on SEDAR at www.sedar.com. The forward-looking statements and information are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances save as required by law.

SOURCE: Guanajuato Silver Company Ltd.



View source version on accesswire.com:
https://www.accesswire.com/707793/GSilver-Increases-Debt-and-Equity-Financing-Package-to-US153M

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Selasa, 05 Juli 2022

White Gold Corp. Commences Drill Program at the Betty Property, Yukon

White Gold Corp. Commences Drill Program at the Betty Property, Yukon
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July 5, 2022 - White Gold Corp. (TSX.V: WGO, OTCQX: WHGOF, FRA: 29W) (the "Company") is pleased to announce the commencement of the 2022 drill program at the Betty Ford and Mascot targets on its Betty property. The Betty property is strategically located in the southern part of the Company’s land package, approximately 15 km northeast of Western Copper and Gold Corporation’s (TSX: WRN, NYSE: WRN) Casino porphyry deposit (Measured & Indicated Resources of 14.5 Moz gold & 7.6 Blbs copper and Inferred Resources of 6.6 Moz gold and 3.3 Blbs copper(4)) and 40 km east of Newmont Corporation’s (NYSE: NEM, TSX: NGT) Coffee gold deposit (Measured & Indicated Resources of 2.14 Moz gold and Inferred Resources of 0.23 Moz gold(3)). This drill program forms part of the Company’s 2022 fully funded $6 million exploration program on its extensive and underexplored 350,000 hectare land package in the emerging White Gold District, Yukon, supported by strategic partners Agnico Eagle Mines Limited (TSX: AEM, NYSE: AEM) and Kinross Gold Corporation (TSX: K, NYSE: KGC).

Our 2021 maiden diamond drill program on the Betty Ford target returned one of the best holes drilled in the district, intersecting 3.46 g/t gold over 50m from near surface. We are eager to follow up on this exciting discovery to further test the extents of the broad gold zone encountered. We are also excited to commence a maiden diamond drill program at the Mascot Target that hosts three large gold mineralized zones, which we believe may be indicative of the presence of a broader gold system. Our Betty property is located in close proximity to existing large gold and copper deposits along the same fault structure. We look forward to further advancing this prospective and underexplored property,” stated David D’Onofrio, Chief Executive Officer.

Maps accompanying this news release can be found at https://whitegoldcorp.ca/investors/exploration-highlights/.

Highlights of 2022 Betty Drilling Program Include:
  • Approximately 2,200 m of diamond drilling and 1,650 m of reverse circulation (RC) drilling is planned, focusing primarily on the Betty Ford and Mascot targets (Figure 1).
  • Drilling at the Betty Ford target will test the depth and strike extents of the gold mineralized zone identified in last season’s maiden diamond drilling program which included 3.46 g/t Au over 50 m in hole BETFD21D003 and 1.17 g/t Au over 48.0 m in BETFD21D001.
  • Planned drilling at the Mascot target, located approximately 5 km southeast of Betty Ford, represents maiden diamond drilling on this target. Drilling is focusing on 3 known gold mineralized zones (Page, Boop and Davis), where historical RC drilling encountered significant gold and silver mineralization including 2.62 g/t Au & 107 g/t Ag over 41.1 m in hole BETR12-022 at Page, 29.75 g/t Au over 3.1 m in BETR12-012 and 2.19 g/t Au over 10.7 m including 6.05 g/t Au over 3.1m in BETR12-014 at Boop, and 1.48 g/t Au over 21.3 m in BETR12-007 at Davis. See Prospector Metals Corp. (formerly Ethos Gold Corp.) News Release dated June 26, 2012.
  • Planned RC drilling will also test several additional targets elsewhere on the property including the Betty Black target located directly on the Coffee Creek Fault approximately 5 km west-northwest of Betty Ford and the Betty Grable target which may represent a strike extension of the Betty Ford 1.5 km to the west.
  • A video replay providing a detailed overview of the 2022 exploration program can be found on the Company’s website at: https://whitegoldcorp.ca/media/videos/.

An overview of the planned 2022 Betty drill program, was provided in a Company News Release dated May 18, 2022. To date, the Company has completed the initial phase of diamond drilling at the Ryan’s Surprise and Ulli’s Ridge targets on the White Gold property, with further details provided in a Company News Release dated June 13, 2022. Once the Betty drill program is complete, the diamond drill rig will return to the White Gold property to carry out an additional phase of drilling on Ryan’s Surprise. RAB drilling is planned later in the season to test targets along the Ryan’s Trend, a 6.5 km long NNW gold and arsenic soil geochemical trend located approximately 2km west of the Golden Saddle and Arc deposits which also hosts the Ryan’s Surprise and Ulli’s discoveries. Assay results for all drill programs will be released as they become available and are interpreted by the Company.
Figure 1 - Betty Property 2022 Drilling Program Overview
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About White Gold Corp.

The Company owns a portfolio of 17,584 quartz claims across 30 properties covering approximately 350,000 hectares representing over 40% of the Yukon’s emerging White Gold District. The Company’s flagship White Gold property hosts the Company’s Golden Saddle and Arc deposits which have a mineral resource of 1,139,900 ounces Indicated at 2.28 g/t Au and 402,100 ounces Inferred at 1.39 g/t Au(1). Mineralization on the Golden Saddle and Arc is also known to extend beyond the limits of the current resource estimate. The Company’s recently acquired VG Deposit also hosts an Inferred gold resource of 267,600 ounces at 1.62 g/t Au(2). Regional exploration work has also produced several other new discoveries and prospective targets on the Company’s claim packages which border sizable gold discoveries including the Coffee project owned by Newmont Corporation with Measured and Indicated Resources of 2.17 Moz at 1.46 g/t Au, and Inferred Resources of 0.50 Moz at 1.32 g/t Au(3), and Western Copper and Gold Corporation’s Casino project which has Measured and Indicated Resources of 14.5 Moz Au and 7.6 Blb Cu and Inferred Resources of 6.6 Moz Au and 3.3 Blb Cu(4). For more information visit www.whitegoldcorp.ca.
 
(1) See White Gold Corp. technical report titled “Technical Report for the White Gold Project, Dawson Range, Yukon Canada”, Effective Date May 15, 2020, Report Date July 10, 2020, prepared by Dr. Gilles Arseneau, P.Geo., and Andrew Hamilton, P.Geo., available on SEDAR.
(2) See White Gold Corp. technical report titled “Technical Report for the QV Project, Yukon, Canada”, Effective Date October 15, 2021, Report Date November 15, 2021, available on SEDAR.
(3) See Newmont Corporation news release titled “Newmont Reports 2021 Mineral Reserves of 93 Million Gold Ounces and 65 Million Gold Equivalent Ounces”, dated February 24, 2022: https://www.newmont.com/investors/news-release/default.aspx.
(4) See Western Copper and Gold Corporation technical report titled “Form 43-101F1 Technical Report Preliminary Economic Assessment”, Effective Date June 22, 2021, Report Date August 2, 2021 , prepared by Daniel Roth, PE, P.Eng., Mike Hester, F Aus IMM, John M. Marek, P.E., Laurie M. Tahija, MMSA-QP, Carl Schulze, P.Geo., and Daniel Friedman, P.Eng., available on SEDAR.
 
Qualified Person
Terry Brace, P.Geo. and Vice President of Exploration for the Company is a “qualified person” as defined under National Instrument 43-101 – Standards of Disclosure of Mineral Projects and has reviewed and approved the content of this news release.
 
Cautionary Note Regarding Forward Looking Information
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", “proposed”, "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, the Company’s objectives, goals and exploration activities conducted and proposed to be conducted at the Company’s properties; future growth potential of the Company, including whether any proposed exploration programs at any of the Company’s properties will be successful; exploration results; and future exploration plans and costs and financing availability.
 
These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include:
the expected benefits to the Company relating to the exploration conducted and proposed to be conducted at the White Gold properties; the receipt of all applicable regulatory approvals for the Offering; failure to identify any additional mineral resources or significant mineralization; the preliminary nature of metallurgical test results; uncertainties relating to the availability and costs of financing needed in the future, including to fund any exploration programs on the Company’s properties; business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices of gold, silver, base metals or certain other commodities; fluctuations in currency markets (such as the Canadian dollar to United States dollar exchange rate); change in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations pressures, cave-ins and flooding); inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining and mineral exploration; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); the unlikelihood that properties that are explored are ultimately developed into producing mines; geological factors; actual results of current and future exploration; changes in project parameters as plans continue to be evaluated; soil sampling results being preliminary in nature and are not conclusive evidence of the likelihood of a mineral deposit; title to properties; ongoing uncertainties relating to the COVID-19 pandemic; and those factors described under the heading "Risks Factors" in the Company's annual information form dated July 29, 2020 available on SEDAR. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements and information. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward-looking information, will prove to be accurate. The Company does not undertake to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.
 
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.
 
For Further Information, Please Contact:
 
Contact Information:
David D’Onofrio
Chief Executive Officer
White Gold Corp.
(647) 930-1880
 
To Book a Meeting with Management: https://whitegoldcorp.ca/contact/request-information/

Rabu, 29 Juni 2022

GSilver to Acquire 100% of Great Panther’s Mexican Mining Assets ~Arranges US$14.0M Debt and Equity Financing ~



GSilver to Acquire 100% of Great Panther’s Mexican Mining Assets ~Arranges US$14.0M Debt and Equity Financing ~

 
June 29, 2022 / Vancouver, British Columbia - Guanajuato Silver Company Ltd. (the "Company" or "GSilver") (TSXV:GSVR) is pleased to announce that it has signed a binding definitive agreement with Great Panther Mining Ltd. ("Great Panther") (TSX:GPR) to acquire all of Great Panther’s Mexican assets through the purchase of Great Panther’s Mexican subsidiary, Minera Mexicana Rosario S.A. de C.V. (“MMR”), including the producing Topia mine and production facility, the San Ignacio mine, the Guanajuato Mine Complex (“GMC”) and the Cata processing plant (the “MMR Acquisition”). GSilver will henceforth refer to GMC as the Valenciana mine (“Valenciana”).

Highlights: 

 

  • GSilver’s operations will expand from two mines and one production facility to five mines and three production facilities.
     
  • The acquisition includes the Topia mine, located in Durango, Mexico which is currently producing concentrates containing silver, lead, zinc, and gold.
     
  • Significant lead financing orders have been confirmed from Ocean Partners (UK) Ltd. and from an affiliate of OCIM Metals and Mining (“OCIM”).
     
  • 2021 total silver equivalent production at Topia was 1,129,611 Ag Eq ounces. (1)
     
  • 2021 total silver equivalent production at the Valenciana and San Ignacio mines and Cata processing plant was 1,051,336 AgEq ounces. (1)
     
  • Total consideration of USD$14.7M; satisfied by US$6,700,000 in GSilver Shares and US$8,000,000 in cash (see debt and equity financing details below)
     
  • The transaction Includes the following historical measured, indicated and inferred resources:
           
Valenciana and San Ignacio – Effective Date:  July 31, 2021
Class Tonnes Ag (gpt) Ag (oz) Au (gpt) Au (oz) AgEq (gpt) AgEq (oz)
Valenciana
Measured and Indicated 251,666 250 2,021,193 1.76 14,280 400 3,235,029
Inferred 220,760 225 1,597,357 1.95 13,873 391 2,776,595
San Ignacio
Measured and Indicated 267,828 145 1,248,734 2.80 24,106 384 3,302,726
Inferred 445,217 178 2,551,719 2.65 38,002 404 5,781,944
Combined
Measured and Indicated 519,493 196 3,269,927 2.30 38,386 391 6,537,755
Inferred 665,977 194 4,149,076 2.42 51,876 400 8,558,540
 
Topia mine – Effective Date:  March 31, 2021
Class Tonnes Ag (gpt) Ag (oz) Pb (%) Zn (%) AgEq (gpt) AgEq (oz)
Measured and Indicated 331,800 609 1.84 4.40 4.50 1,041 11,107,000
Inferred 274,600 592 1.44 3.35 3.63 932 8,221,000
 
GSilver is not treating these estimates as current mineral resources as a qualified person on behalf of GSilver has not done sufficient work to classify these estimates as current mineral resources. (2)  
Ramon Davila, President and Director of GSilver said, “This acquisition will prove instantly accretive; the Topia Mine is currently producing and will immediately lift GSilver’s production profile. Within the Guanajuato mining district, the San Ignacio and Valenciana mines were put on care and maintenance less than eight months ago only due to a lack of available tailings facilities; GSilver plans to swiftly re-start production from these mines and process the mineralised material using the excess capacity at our nearby El Cubo production facilities (“El Cubo”). This acquisition keeps us on course to expeditiously establish GSilver as a mid-tier precious metals producer in Mexico.”
Purchase of the Great Panther MMR Assets: 
The Company has signed a binding definitive agreement with Great Panther (the "GP Agreement") to acquire 100% of the shares of Great Panther’s Mexican subsidiary, MMR.  MMR’s combined Mexican assets include three mines, two floatation processing facilities, substantial historical measured, indicated, and inferred resources(2), and 25,000 hectares of mineral claims as more particularly described below.
The GP Agreement:
Chairman and CEO James Anderson said: "We are delighted to have come to this agreement with Great Panther, and we welcome them becoming a significant shareholder of our Company. The Great Panther Mexican assets fit well into our plan to expand precious metals production in central Mexico. The MMR Acquisition further demonstrates our commitment to consolidating the Guanajuato mining district, which has an established 480-year mining history of precious metals production. The immediate availability of mineralised material from the San Ignacio and Valenciana mines will allow GSilver to fill our El Cubo mill’s excess capacity in Guanajuato. Together with ongoing production from the Topia Mine in Durango, our production expansion will be immediate and substantial. Additionally, the integration of the GSilver mining claims with the claims of Great Panther will open new exploration possibilities in the district that were not possible before this transaction. We thank our European resource lender “OCIM” and our offtake partners “Ocean Partners (UK) Ltd.” for providing important lead financing orders for this transaction.”
On closing of the MMR Acquisition GSilver will pay, subject to certain closing adjustments, US$14.7M to Great Panther as follows:
  • US$8.0M in cash, subject to adjustments.
  • US$6.7M in GSilver common shares at a deemed price of C$0.335 per share, for a total of 25,787,200 GSilver shares (the “Consideration Shares”).
 
GSilver has also agreed to pay Great Panther up to an additional US$2.0M in contingent payments based on the following:
  • US$500,000 upon GSilver producing 2,500,000 ounces of silver from the purchased MMR assets.
     
  • US$750,000 if the price of silver closes at or above US$27.50 per ounce for 30 consecutive days within two years after closing.
     
  • US$750,000 if the price of silver closes at or above US$30.00 per ounce for 30 consecutive days within three years after closing.
Closing of the GP Agreement is subject to satisfaction of certain closing conditions including receipt of all requisite third party approvals and the acceptance of the TSX Venture Exchange (the “TSXV”).
Financing for the MMR Acquisition:
US$5.0M Credit Facility:
GSilver is pleased to announce that it has signed a concentrate pre-payment facility term sheet (the “OP Facility”) with Ocean Partners (UK), a metals off-take and trading firm, to provide US$5.0M of financing to be used as a portion of GSilver’s acquisition price for MMR. The OP Facility will be for a term of 24-months, secured by a share pledge over MMR, which holds the purchased assets, and repayable over a period of 21-months following a three-month grace period. Interest on the loan will be calculated at 12-month libor + 7.5%.
GSilver will also grant Ocean Partners 2,500,000 warrants on the same terms as offered to the purchasers of subscription receipts in the proposed equity financing below. In conjunction with the OP Facility, the Company has agreed to sell 100% of the concentrate produced from MMR’s Guanajuato mines including Valenciana and San Ignacio to Ocean Partners for a minimum of 24 months, subject to minimum of 6,000 wet metric tonnes, and 100% of all zinc concentrate produced from the Topia mine for the same period once Topia’s existing zinc concentrate off-take agreement expires within the next month or so. The OP Facility is subject to customary closing conditions including execution of definitive off-take pre-payment and security documentation, and TSXV acceptance.
US$9.0M (C$11.55M) Equity Financing:
GSilver has received expressions of interest from insiders and “President’s List” investors for an equity financing of approximately US$6.9M including a lead order from an affiliate of Paris and Geneva based resource lender OCIM.  OCIM is currently GSilver’s senior lender, having advanced a US$7.5M debt facility in May, 2022.
GSilver has entered into an agreement with Research Capital Corporation and Canaccord Genuity Corp. as co-lead agents and joint bookrunners, and on behalf of a syndicate of agents, including Echelon Wealth Partners Inc. and Roth Capital Partners LLC (collectively the “Agents”), pursuant to which the Agents will undertake, on a best-efforts basis, a “part-and-parcel” brokered private placement offering of 35,000,000 subscription receipts of GSilver (the “Subscription Receipts”) at a price of C$0.33 (equivalent to approximately US$0.257) per Subscription Receipt, to raise gross proceeds of up to C$11.55 million (equivalent to approximately US$9.0 million) (the “Equity Financing”). GSilver has also granted the Agents an option to increase the size of the Equity Financing by up to an additional 15% of the Equity Financing or 5,250,000 Subscription Receipts (C$1,1732,500), exercisable in whole or in part at any time up to 48 hours prior to closing of the Equity Financing.   
The gross proceeds of the Equity Financing, less 50% of the Agents’ cash commission and expenses (see below), will be deposited in escrow (the “Escrowed Funds”) pending satisfaction of certain subscription receipt release conditions (the “SR Conditions”) including the concurrent closing of the GP Agreement and receipt of all necessary regulatory approvals including acceptance of the TSXV.
Upon closing of the GP Agreement, each Subscription Receipt will automatically convert, without payment of any additional consideration or further action on the part of the holder thereof, into one unit of GSilver consisting of one common share (a “GSilver Share") and one common share purchase warrant (a "GSilver Warrant") of GSilver and the Escrowed Funds and any accrued interest thereon (less the balance of the Agent’s cash commission and expenses) will be released to the Company.  Each GSilver Warrant will be exercisable for one GSilver Share at a price of C$0.50 for a period of 36 months following closing of the GP Agreement. If the SR Conditions are not satisfied within 90 days following closing of the Equity Financing (or such other date as the Company and the Agents may agree), the Escrowed Funds and any interest accrued thereon will be returned to the purchasers of Subscription Receipts and the Subscription Receipts will be cancelled.
 
In consideration for their services in connection with the Equity Financing, the Agents will receive a cash commission of 6% of the gross proceeds raised, and brokers’ warrants (the “Brokers’ Warrants”) of 6% of the total number of Subscription Receipts sold, under the Equity Financing (subject to reduced cash commission and Brokers’ Warrants on sales of Subscription Receipts to purchasers on the Company’s Presidents List). Each Broker’s Warrant will entitle the holder thereof to purchase one GSilver Share for a period of 36 months following closing of the GP Agreement at a price equal to the issue price of the Subscription Receipts. The Agents will also be reimbursed for their reasonable expenses incurred in connection with the Equity Financing including legal fees.
 
The net proceeds of the Equity Financing will be used to, among other things, finance the purchase price for the MMR Acquisition, fund ongoing mining operations and for general corporate and working capital purposes.
 
The Equity Financing is scheduled to close on or about the week of July 27, 2022, or such other date as agreed upon between the Company and the Agents and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the acceptance of the TSXV. 
 
It is anticipated that certain directors, officers and other insiders of GSilver (collectively “Insiders”) will participate in the Equity Financing for up to a maximum of 10% of the financing. Such portion of the Equity Financing with Insiders will constitute a “related party transaction” for the purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions (“MI 61-101”), and GSilver intends to rely upon exemptions from the requirement to obtain a formal valuation and seek minority shareholder approval for the Equity Financing on the basis that the fair market value of the participation by such Insiders in the Equity Financing will be less than 25% of GSilver’s current market capitalization. It is anticipated that the material change report of GSilver to be filed in connection with this announcement of the MMR Acquisition, the OP Financing and the Equity Financing will be filed less than 21 days in advance of the closing of the Equity Financing, which GSilver considers reasonable within the context of current market conditions and to ensure that the net proceeds of the Equity Financing are available to GSilver to fund the purchase price for MMR upon closing of the GP Agreement.
 
All securities issuable in connection with the MMR Acquisition, the OP Facility and the Equity Financing will be subject to a statutory hold period of 4 months and one day from the date of issue.  In addition, Great Panther has agreed to certain additional voluntary hold periods on 50% of the Consideration Shares to be released in stages up to 12 months following closing of the GP Agreement.
Assets Being Purchased:
Valenciana-Cata:
Under Great Panther, the mines situated near the centre of Guanajuato were known as the “Guanajuato Mine Complex” or “GMC”; situated along the highly productive Veta Madre (‘Mother Vein’). From north to south, these mines are called Guanajuatito, Valenciana, Cata, Los Posos, and Promontorio. Henceforth, GSilver will refer to these mines collectively as “Valenciana” and to the accompanying processing plant, which has nameplate capacity of 1200 tonnes per day, as “Cata”.
Mined since the 1500s, and encompassing a strike length of 4.2km, this mine became one of the premier silver mines in the world and, for a time, accounted for up to one-third of global annual silver production.
Historical in-situ measured and indicated resources at Valenciana (GMC), as reported by Great Panther (effective date: July 31, 2021) totalled 251,666 tonnes grading 250 gpt Ag and 1.76 gpt Au (400 gpt AgEq) for 3.23M AgEq ounces, with inferred resources of 220,760 tonnes grading 225 gpt Ag and 1.95 gpt Au (391 gpt AgEq) for 2.77M AgEq ounces.  See the mineral resources table for Valenciana (GMC) under “Highlights” above. (2)
The Cata processing plant remains in good working condition and has a nameplate capacity of 1200 tonnes per day (36,000 tonnes/month). The plant is a traditional crushing, grinding and floatation system that produces a high-grade silver-gold concentrate.
Valenciana was put on care and maintenance by Great Panther in November 2021 because of a lack of tailings space.
San Ignacio:
The San Ignacio Mine is located approximately 20km by road west of the city of Guanajuato and 38km from GSilver’s El Cubo mill. Mineralization exists within an epithermal quartz vein system called ‘La Luz’, which is a large regional tectonic structure that also hosts Endeavour Silver’s Bolanitos Mine.
San Ignacio has operated for 10 years, with high grade silver and gold material continually trucked to Great Panther’s Cata mill for processing. GSilver intends to transport material from San Ignacio to El Cubo for processing.
Historical in-situ measured and indicated resources at San Ignacio as reported by Great Panther (effective date: July 31, 2021) totalled 267,828 tonnes grading 145 gpt Ag and 2.80 gpt Au (384 gpt AgEq) for 3.30M AgEq ounces, with inferred resources of 445,217 tonnes grading 178 gpt Ag and 2.65 gpt Au (404 gpt AgEq) for 5.78M AgEq ounces.  See the mineral resources table for San Ignacio under “Highlights” above. (2)
San Ignacio was put on care and maintenance by Great Panther in January 2022 due to a lack of tailings capacity.
Topia Mine and Mill, Durango, Mexico.
Great Panther has operated the Topia Mine in north-eastern Durango since 2004; the mine includes a 260 tonnes per day flotation processing plant that is currently operating at close to full capacity. The mineral deposits at Topia are different than those seen at Valenciana and San Ignacio, which exclusively produce precious metals. Mineralization at Topia exists as polymetallic epithermal veins that contain high-grade concentrations of silver, zinc, lead and gold. The Topia veins consist mainly of massive galena, sphalerite, and tetrahedrite in a gangue of quartz, barite, and calcite.
Historical in-situ measured and indicated resources at Topia as reported by Great Panther (effective date:  March 31, 2021) totalled 331,800 tonnes grading 609 gpt Ag, 1.84 gpt Au, 4.4%Pb and 4.5%Zn (1,041 gpt AgEq) for 11.10M AgEq ounces, with inferred resources of 274,600 tonnes grading 592 gpt Ag, 1.44 gpt Au, 3.35% Pb and 3.63%Zn (932 gpt AgEq) for 8.22M AgEq ounces. See the mineral resources table for Topia under “Highlights” above. (2)
Topia is currently in operation; the mine produces a lead-silver-gold concentrate and a separate zinc concentrate. 
 
Closing of the MMR Acquisition is subject to a number of conditions including acceptance of the TSXV.  There are no assurances that the MMR Acquisition, the OP Facility and the Equity Financing will be completed on the proposed terms or at all.
 
Hernan Dorado Smith, a director and officer of GSilver and a "qualified person" as defined by National Instrument 43-101, Standards of Disclosure for Mineral Projects, has approved the scientific and technical information contained in this news release.
Advisor and Counsel:
GSilver’s financial advisor for the MMR Acquisition is Minvisory Corp. and Gregory T. Chu, A Law Corporation acts as the Company’s legal advisor. 
About Guanajuato Silver Company Ltd.:
 
GSilver mines and processes silver and gold concentrate from its El Cubo mine and mill. The Company continues to delineate additional silver and gold resources through underground drilling at El Cubo and its nearby El Pinguico project. Both projects are located within 11km of the city of Guanajuato, Mexico, which has an established 480-year mining history. 
 
ON BEHALF OF THE BOARD OF DIRECTORS
"James Anderson"
Chairman and CEO

 
For further information regarding Guanajuato Silver Company Ltd., please contact:
JJ Jennex, Communications Manager, +1 (604) 723-1433
Email: jjj@gsilver.com
Continue to watch our progress at: www.GSilver.com
 
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.
This new release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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 or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
 
Forward-Looking Information and Statements
 
This news release contains certain forward-looking statements and information, which relate to future events or future performance including, but not limited to, the successful acquisition of MMR on the proposed terms and conditions and estimated timing for closing thereof; the ability of GSilver to raise the necessary funding to complete the MMR acquisition (including closing the initial expressions of interest and lead orders) on the terms and conditions contemplated; the exploration, development and production potential of MMR’s mining assets and the existence of mineral resources thereon; the ability of GSilver to successfully re-start mining operations at, and supply sufficient mineralized material from, Valenciana and San Ignacio for processing through the El Cubo mill at the projected rate to fill excess capacity at El Cubo and produce sufficient ounces of silver and gold to, inter alia, service and repay its current and proposed debt facilities including, but not limited to, the proposed QP Facility; the ability to successfully integrate MMR’s mining assets into the Company’s current operations and immediately and substantially expand production to generate positive cash flow from the El Cubo and Topia mills and open up new exploration possibilities as contemplated or at all; and the ability of the MMR Acquisition to keep GSilver on course to expeditiously establish the Company as a mid-tier Mexican precious metals producer.  Such forward-looking statements reflect managements current beliefs and are based on assumptions made by and information currently available to the Company. Readers are cautioned that these forward-looking statements are neither promises nor guarantees, and are subject to risks and uncertainties that may cause future results to differ materially from those expected including, but not limited to, market conditions, availability of financing, currency rate fluctuations, actual results of exploration, development and production activities, unanticipated geological formations and characteristics, environmental risks, future prices of gold, silver and other metals, operating risks, accidents, labor issues, delays in obtaining governmental or regulatory approvals and permits, and other risks in the mining industry. There are no assurances that GSilver will successfully finance and complete the acquisition of MMR on the terms contemplated or at all. In addition, there is uncertainty about the continued spread of COVID-19, the ongoing war in Ukraine, rising inflation and interest rates (domestically and abroad) and the impact they will have on the Company’s operations, supply chains, ability to access the MMR properties, El Cubo and/or El Pinguico or procure equipment, contractors and other personnel or raise capital on a timely basis or at all and economic activity in general.  All the forward-looking statements and information made in this news release are qualified by these cautionary statements and those in our continuous disclosure filings available on SEDAR at www.sedar.com. The forward-looking statements and information are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances save as required by law.
 
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[1]   Extracted from Great Panther’s news release dated January 19, 2022. Silver equivalent ounces for 2021 were calculated using an 85:1 Ag:Au ratio.
 
2    These estimates have been extracted from the following National Instrument 43-101 technical reports filed by Great Panther under its profile on SEDAR at www.sedar.com and use the definitions of “Mineral Resource” set forth in the CIM Definition Standards, adopted May 10, 2014, by the Canadian Institute of Mining, Metallurgy and Petroleum:
  1. NI 43-101 report on the Guanajuato Mine Complex dated February 28, 2022 (effective date July 31, 2021) prepared on behalf of Great Panther by Robert F. Brown, P. Eng, and Mohammad Nourpour, P. Geo., (together the “GP Qualified Persons”) and titled “NI 43-101 Mineral Resource Update Technical Report on the Guanajuato Mine Complex, Guanajuato and San Ignacio Operations, Guanajuato State, Mexico” (the “Guanajuato Report”); and
 
  1. NI 43-101 report on the Topia Mine dated February 11, 2022 (effective date March 31, 2021) prepared on behalf of Great Panther by the GP Qualified Persons and titled “NI 43-101 Report on the Topia Mine Mineral Resource Estimates as of March 31, 2021” (the “Topia Report”),

 
Such estimates are subject to certain assumptions regarding grade, metal prices, currency exchange rates, costs, metals production rates, schedule of development, labour, consumables and other material costs, markets and market prices as more particularly set out in the reports.  AgEq oz were calculated using 85:1 Ag:Au ratio. AgEq gpt and AgEq oz figures reported for Topia have been extracted from Great Panther’s news release dated February 11, 2022.
 
The Guanajuato resources were estimated from six area-specific block models at Guanajuato, and eighteen block models at San Ignacio. A set of 44 wireframes representing the mineralized zones served to constrain the block models and data subsequently used in Inverse Distance Cubed (ID3) Au and Ag grade interpolation. The geological interpretation was provided by Great Panther. Wireframe modelling was completed using MICROMINE and Leapfrog 3D geological modelling software and grade estimation and geological modelling completed using by MICROMINE software. See the Guanajuato Report for further details of the key assumptions, parameters, and methods used to prepare the resource estimate.
 
The Topia resources were estimated from 10 mine area-specific block models. A set of 60 wireframes representing the mineralized zones (veins) served to constrain both the block models and data subsequently used in Inverse Distance Cubed (ID3) gold, silver, lead, and zinc grade interpolations. Each block residing at least partly within one of 60 wireframes received a grade estimate. The full operational cost cut-off value as calculated by Great Panther’s mine operating staff ranges from US$202 to US$345/tonne for different areas based on full mine operating costs (mining, milling, administration).  Block model silver, gold, lead, and zinc grades have been converted to an US$ NSR value using an NSR “calculator” which takes into effect metal prices (long term projected to be US$20.00/oz silver, US$1,650/oz gold, US$0.85/lb lead, and US$1.20/lb zinc), plant metallurgical recoveries of 92.4% for Ag, 55.4% for Au, 94.3% for Pb, and 90.5% for Zn, concentrate shipping charges, and proprietary smelter terms. Blocks with an NSR value equal to or greater than the operations full cut-off costs were tabulated into the mineral resource estimate for each zone. The cut-off value was applied to each block estimated in the resource block model. Mineral Resource blocks are only considered Measured or Indicated if they are within 10m or 20m of underground channel sampling associated with mine development. See the Topia Report for further details of the key assumptions, parameters, and methods use to prepare the resource estimate.
 
GSilver is not treating these estimates as current mineral resources as a “qualified person” on behalf of GSilver has not done sufficient work to classify the estimates as current mineral resources and therefore such estimates should not be relied upon. A thorough review by GSilver’s “qualified person” of all historic data, along with additional exploration and validation work to confirm results and estimation parameters, would be required in order to produce a current mineral resource estimate for the Valenciana and San Ignacio mines and Topia.

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