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ESV Resources Ltd
Symbol ESV
Shares Issued 31,602,862
Close 2020-09-18 C$ 0.56
Recent Sedar Documents

ESV Resources closes Guia Antigua, Zancudo acquisition

2021-02-19 20:57 ET - News Release

Mr. Frederic Leigh reports

DENARIUS SILVER (FORMERLY ESV RESOURCES LTD.) CLOSES ACQUISITION OF GUIA ANTIGUA AND ZANCUDO PROJECTS

Denarius Silver Corp., formerly ESV Resources Ltd., has closed its acquisition of the Guia Antigua and Zancudo projects, located in historic mining districts in Colombia, as previously announced on Nov. 23, 2020, and the net proceeds funds from escrow from the previously announced private placement (as described below) have been released from escrow. Shares of the company are expected to resume trading on TSX Venture Exchange under the symbol DSLV on March 1, 2021.

Acquisition of Guia Antigua

On Feb. 19, 2021, the company completed a three-cornered amalgamation with 1255269 B.C. Ltd. (Guia Antigua Co.) and 1270702 B.C. Ltd., pursuant to which the company acquired certain mining assets indirectly owned by Guia Antigua Co. and located 130 kilometres northeast of Medellin in the Segovia-Remedios mining district, department of Antioquia, Colombia. The amalgamation transaction was completed pursuant to an amalgamation agreement dated Nov. 20, 2020, whereby the company acquired Guia Antigua Co. in exchange for the issuance of an aggregate of 15 million common shares of the company to the shareholders of Guia Antigua Co. Five million one hundred thousand of the shares are subject to escrow requirements under an escrow agreement with Computershare Trust Company of Canada, whereby the shares will be released over a period of 36 months, with the first release (pursuant to a voluntary pooling agreement between the company and the Guia Antigua Co. shareholders) commencing on March 27, 2021, and the remaining shares are subject to seed share resale restrictions, whereby 20 per cent of the shares will be released every three months, with the first release (pursuant to the pooling agreement) commencing on March 27, 2021.

Zancudo transaction

Concurrently with the completion of the amalgamation transaction, on Feb. 19, 2021, the company completed a share purchase transaction with Gran Colombia Gold Corp. pursuant to which the company acquired certain mining assets located in the municipalities of Titiribi, Angelopolis and Armenia, department of Antioquia, Colombia. The company acquired the Zancudo mining assets pursuant to a share purchase agreement dated Nov. 20, 2020, among the company, Gran Colombia, Gran Colombia Gold SA and Gran Colombia Gold Titiribi Corp., whereby the company purchased from GCG Panama, a wholly owned subsidiary of Gran Colombia, all of the issued and outstanding shares of GCG Titiribi, which holds title to all of the Zancudo mining assets through its Colombian branch, Gran Colombia Titiribi Sucursal Colombia. The Zancudo mining assets were acquired by the company through the issuance to Gran Colombia of 27 million shares of the company. These shares are also subject to the escrow described above.

Closing of private placement financing and release of funds from escrow

Prior to the completion of, and in connection with, the amalgamation transaction, Guia Antigua Co. completed a private placement offering on Nov. 9, 2020, to raise aggregate gross proceeds of $8,403,774 through the sale of 18,675,053 subscription receipts at a price of 45 cents per subscription receipt. Each subscription receipt automatically converted into one common share of Guia Antigua Co. immediately prior to completion of the amalgamation transaction. Upon satisfaction of the escrow release conditions in the amalgamation agreement, a total of 18,675,053 common shares of Guia Antigua Co. were issued to holders of subscription receipts, and such common shares were subsequently exchanged for shares of the company in connection with the completion of the reverse takeover transaction (as defined below). The shares are free trading except for 6,822,222 shares, which are subject to the escrow requirements noted above.

The company has paid a total of $197,761 in finders' fees to arm's-length parties in connection with the private placement.

Reverse takeover transaction

The concurrent completion of the Zancudo transaction and the amalgamation transaction constituted a reverse takeover under the policies of the TSX Venture Exchange. Upon the completion of the reverse takeover transaction, the company changed its name to Denarius Silver Corp. and will commence trading on the exchange under the symbol DSLV on March 1, 2021. Upon completion of the reverse takeover transaction, Denarius has 93,117,915 common shares issued and outstanding.

The company has issued a total of 840,000 shares to an arm's-length party that provided financial advisory services to the company in connection with the reverse takeover transaction and private placement.

Board and management changes

The company is pleased to announce that Michael Davies and Amanda Fullerton will be joining Frederic Leigh, chief executive officer of the company, as chief financial officer and corporate secretary, respectively. Mr. Davies and Ms. Fullerton are formerly from Caldas Gold Corp. and currently serve as the chief financial officer and corporate secretary of Gran Colombia Gold Corp., respectively. Michelle Borthwick has resigned as chief financial officer and corporate secretary of the company, and the board wishes to thank her for her services.

In addition, as announced on Sept. 24, 2020, the company is pleased to welcome Jeffrey Couch and Paul Sparkes, who will be joining Mr. Leigh, Serafino Iacono and Lombardo Paredes-Arenas on the board of directors, to fill the casual vacancies left upon the resignation of Thomas O'Neill and Bernadette D'Silva. The board wishes to thank Mr. O'Neill and Ms. D'Silva for their services.

In connection with these changes to the board and management, the company has granted a total of 7.3 million incentive stock options to certain directors, officers, employees, consultants and charities at a price of 45 cents exercisable for a period of 10 years from the date of grant. The stock options are governed by the terms and conditions of the company's stock option plan. Following this grant of stock options, the company has a total of 9.2 million stock options outstanding, representing approximately 9.87 per cent of the outstanding shares of the company.

Gran Colombia, major shareholder of the company

In addition to the 27 million shares that Gran Colombia acquired in connection with the Zancudo transaction, Gran Colombia purchased a total of 6,666,666 shares in the private placement, for a total of 33,666,666 shares in the company, representing approximately 36 per cent of the issued and outstanding shares of the company. The company is pleased to welcome Gran Colombia as a major shareholder as it brings invaluable in-country operational expertise, which will be instrumental in advancing the projects forward.

About Denarius Silver Corp.

Denarius Silver is a Canadian junior silver exploration company, currently advancing the Guia Antigua and Zancudo silver projects located in historic mining districts in Colombia.

We seek Safe Harbor.

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