The TSX Venture Exchange has accepted for filing ESV Resources Ltd.'s (renamed Denarius Silver Corp.) reverse takeover (RTO) and related transactions, all as principally described in ESV's filing statement dated Feb. 18, 2021. The RTO includes the following matters (not including the fundamental acquisition in connection with which trading in the shares of the company will remain halted), all of which have been accepted by the exchange.
Acquisition of 1255269 B.C. Ltd. and Gran Colombia Gold Titribi Corp.
The company has acquired 1255269 B.C. (the Guia Antigua vendor), which controls the Guia Antigua project (Colombia), and Gran Colombia Gold Titribi Corp. (the Zancudo vendor), which owns the Zancudo project (Colombia). The Guia Antigua vendor was acquired pursuant to an amalgamation agreement dated Nov. 20, 2020, for aggregate consideration of 33,666,667 common shares of the company (including common shares issued in exchange for shares underlying the subscription receipts referred to below) and the Zancudo vendor was acquired pursuant to a share purchase agreement dated Nov. 20, 2020, for aggregate consideration of 27 million common shares of the company. Each of the Guia Antigua vendor and the Zancudo vendor were at arm's length to the company.
In connection with the RTO, the Guia Antigua vendor closed a concurrent non-brokered private placement financing of 18,666,667 subscription receipts at a price of 45 cents per subscription receipt for gross proceeds of up to $8.4-million on Nov. 10, 2020. Each subscription receipt automatically converted into 18,666,667 common shares of the Guia Antigua vendor immediately prior to closing of the RTO, which shares were exchanged for shares of the company on a one-for-one basis upon closing of the RTO.
Upon closing of the RTO, the company paid an aggregate of $197,761 in finders' fees to arm's-length finders (Eventus Capital Corp., Haywood Securities Inc., Mackie Research Capital Corp. and PI Financial Corp.). In addition, 840,000 common shares of the company were issued to Fiore Management & Advisory Corp., an arm's-length consultant to the company, as consideration for the provision of certain financial and advisory services necessary to complete the RTO.
The exchange has been advised that closing of the RTO occurred on Feb. 19, 2021.
For further information, see the filing statement and the news release of the company dated Feb. 19, 2021, which are available under the company's profile on SEDAR.
The company has met the requirements to be listed as a TSX Venture Exchange Tier 2 Company. Therefore, effective on Tuesday, March 2, 2021, the company's listing will transfer from the NEX to the TSX Venture Exchange, the company's tier classification will change from the NEX to Tier 2, and the filing and service office will change from the NEX to Vancouver.
Effective at the opening on Tuesday, March 2, 2021, the trading symbol for the company will change from ESV.H to DSLV. The company is classified as a mining company.
For further information, refer to the company's news release dated Feb. 25, 2021.
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