On August 27, 2015, Skeena Resources Limited (TSX.V: SKE) (“Skeena” or the “Company”) delivered to Dolly Varden Silver Corporation (“Dolly Varden”) (TSX.V: DV) a binding proposal to acquire 100% of the common shares of Dolly Varden (the “Dolly Varden Shares”) for consideration consisting of common shares of Skeena (the “Skeena Shares”) having an aggregate value of approximately $4.2 million (the “Proposal”). Under the Proposal, each Dolly Varden Share would be exchanged for 2.763 Skeena shares, which values each Dolly Varden Share at approximately $0.221, representing a premium of 30% to the closing price of the Dolly Varden Shares on the TSX Venture Exchange on August 27, 2015 and 50.9% to the 10-day volume weighted average price of both companies’ shares.
Skeena believes that the Proposal is in the best interest of both Dolly Varden and Skeena shareholders. More specifically, the Proposal provides an opportunity for Dolly Varden to merge with a well-capitalized company that has the ability to fund exploration programs on Dolly Varden’s silver properties; Skeena has a dedicated technical team with a proven track record of successful mineral discoveries in British Columbia; and a business combination of Skeena and Dolly Varden will allow Dolly Varden shareholders to gain exposure to Skeena’s Spectrum high-grade gold project in northwest British Columbia.
A previous binding proposal was presented to Dolly Varden’s board of directors on July 15, 2015. That proposal was also at a significant premium to the market price of the Dolly Varden Shares as of that date. The board of directors of Dolly Varden rejected the binding nature of that proposal and discussions between the parties ceased.
Regrettably, Dolly Varden made no real response to the July proposal and, on August 30, made a counter-offer to Skeena which, in the opinion of Skeena, is not commercially realistic. The August Proposal has now expired and Skeena is discontinuing its current efforts to combine with Dolly Varden.
Skeena believes that there are meaningful synergies that could result from the combination of junior exploration companies with resources in British Columbia, including the reduction in duplicative overhead costs. Unlike many junior exploration companies, Skeena has demonstrated the ability to raise funding even in the current difficult capital markets and believes that consolidation will enable some junior exploration companies to survive and prosper through trough cycle conditions that may persist for several more years.
Skeena remains ready and willing to consider any reasonable proposal from Dolly Varden and to work with the board of directors and management of Dolly Varden to negotiate a business combination transaction that would benefit the shareholders of both companies.
This announcement does not constitute an offer or public proposal to Dolly Varden shareholders and there can be no assurance that any offer will be made or that any transaction will take place.
Skeena Resources Limited is a junior Canadian mining exploration company involved in the acquisition, exploration and development of prospective base and precious metal properties throughout British Columbia. The Company’s primary activities at present are the evaluation of the high-grade Spectrum Gold property. Skeena’s management includes a highly experienced team of mine-finders, including Ron Netolitzky, Chairman, who was inducted into the Canadian Mining Hall of Fame in 2015.
ON BEHALF OF THE BOARD OF DIRECTORS OF
SKEENA RESOURCES LIMITED
Walt Coles Jr., President & CEO
Cautionary Statement regarding Forward-Looking Information
Certain information in this news release is forward-looking within the meaning of certain securities laws, and is subject to important risks, uncertainties and assumptions. This forward-looking information includes, among other things, information with respect to the Proposal, including regulatory approval thereof, the Company’s beliefs, plans, expectations, anticipations, estimates and intentions. The words “may”, “could”, “should”, “would”, “suspect”, “outlook”, “believe”, “anticipate”, “estimate”, “expect”, “intend”, “plan”, “target” and similar words and expressions are used to identify forward-looking information. The forward-looking information in this news release describes the Company’s expectations as of the date of this news release and accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the Company may elect to, it does not undertake to update this information at any particular time.
Neither TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.