February 17th, 2012
|Defiance Silver Corp. (“Defiance” or the “Company”) (TSX-V: DEF) is pleased to announce that it has engaged Union Securities Ltd. (“Union Securities”) to act as its agent, on a commercially reasonable efforts basis, in the offering (the “Offering”) of up to 8,000,000 units of the Company (the “Units”) at a price of $0.50 per Unit for gross proceeds of up to $4,000,000. Each Unit will consist of one common share of the Company and one half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to purchase one common share of the Company for a period of twelve months from the closing date of the Offering at a price of $0.65 per common share.|
In consideration of services provided by Union Securities, the Company will pay a cash commission equal to 7% of the gross proceeds of the Offering and will issue that number of common share purchase warrants (the “Agent’s Warrant”) as is equal to 7% of the number of Units sold under the Offering. Each Agent’s Warrant will entitle the holder to purchase one common share of the Company for a period of twelve months from the closing date of the Offering at a price of $0.65 per common share. The Company will also pay Union Securities a corporate finance fee.
The securities to be issued under this Offering will be offered by way of private placement in the provinces of Ontario, Alberta and British Columbia and such other provinces of Canada as may be determined by the Company and Union Securities and in certain offshore jurisdictions outside of Canada and outside the United States, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws.
Closing of the Offering is anticipated to occur on or before April 16, 2012 and is subject to receipt of all required regulatory approvals including the approval of the TSX Venture Exchange. Securities issued under the Offering will be subject to a four month hold period which will expire four months from the date of closing of the Offering.
A concurrent non-brokered private placement of up to $2,000,000 will be arranged by the Company on the same terms as the Offering. The non-brokered private placement will close on or before the Offering.
The proceeds from the Offering will be used to continue development of the Company’s projects in Zacatecas Silver Mining District in Zacatecas State Mexico, including refurbishing the Santa Gabriela Mill, development of the San Acacio mine, and for general working capital purposes.
About Defiance Silver:
Defiance Silver Corp. is a near term silver producer engaged in the acquisition, exploration, and development of advanced silver projects in Zacatecas Mexico. The Company’s efforts are focused on: 1) the purchase and refurbishment of the 200 tpd Santa Gabriela Mill, 2) the exercising of an option to purchase the San Acacio Mine, and 3) the definition of feed for the Santa Gabriela Mill from surface dumps and the San Acacio Mine.
On behalf of the Directors
“W.D. Bruce Winfield”
W.D. Bruce Winfield
President and CEO
For additional information please visit the Company’s website at www.defiancesilver.com.
Neither 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
1500 — 409 Granville Street
Vancouver, BC V6C 1T2
Forward-Looking Statements. This Defiance News Release may contain certain “forward-looking” statements and information relating to Defiance that are based on the beliefs of Defiance management, as well as assumptions made by and information currently available to Defiance management. Such statements reflect the current risks, uncertainties and assumptions related to certain factors including but not limited to, exploration and development risks, expenditure and financing requirements, title matters, operating hazards, metal prices, political and economic factors, competitive factors, general economic conditions, relationships with vendors and strategic partners, governmental regulation and supervision, seasonality, technological change, industry practices, and one-time events. Should any one or more risks or uncertainties materialize or change, or should any underlying assumptions prove incorrect, actual results and forward-looking statements may vary materially from those described herein. Other than as required by law, Defiance does not assume the obligation to update any forward-looking statement.