February 28th, 2025 – Vancouver, British Columbia – Defiance Silver Corp. (“Defiance” or the “Company”) (TSXV: DEF; FSE: D4E; WKN: A1JQW5) has entered into an agreement with Triomphe Holdings Ltd. (dba Capital Analytica) (“Capital Analytica”), based in British Columbia, for investor relations and communication services.
The agreement with Capital Analytica (the “Capital Analytica Agreement”) has an initial term of six months, commencing March 1st, 2025, under which the Company will pay Capital Analytica $120,000.
The services to be provided under the Capital Analytica Agreement include ongoing capital markets consultation, ongoing social media consultation regarding engagement and enhancement, social sentiment reporting, social engagement reporting, discussion forum monitoring and reporting, corporate video dissemination, and other related investor relations services.
Jeff French is the principal of Capital Analytica and will be responsible for all activities related to the Company. Capital Analytica and its principals are arm’s lengths to the Company and currently have no direct or indirect interest in the securities of the Company, or any right or intent to acquire such an interest.
The Capital Analytica Agreement is subject to TSX Venture Exchange approval.
GRANT OF OMNIBUS AWARDS
Defiance also announces is pleased to share that it has granted the following:
Stock Options - an aggregate of 2,888,500 incentive stock options (“Options”) have been granted to certain employees, directors, and consultants to purchase common shares of the Company (each, a “Common Share”) at an exercise price $0.22. The Options are exercisable for five years from the date of grant and vest equally over a three-year period beginning on the date of grant. The options granted to consultants are exercisable for two years from the date of grant and are also subject to vesting provisions.
Deferred Share Units - an aggregate of 643,500 Deferred Share Units (“DSUs”) have been granted to certain directors. Each DSU represents a right of the holder to receive one Common Share effective as at the date the holder ceases to serve as a director of the Company. The DSUs vest on the one-year anniversary of the date of grant.
Performance Share Units – an aggregate of 55,000 Performance Share Units (“PSUs”) have been granted to certain employees. Each PSU entitles the holder to acquire one Common Share on the vesting date. The PSUs vest on the one-year anniversary of the date of grant, subject to certain corporate and individual performance criteria.
Restricted Share Units – an aggregate of 252,475 Restricted Share Units (“RSUs”) have been granted, to certain employees. Each RSU entitles the holder to acquire one Common Share on vesting. The RSUs vest equally over a three-year period beginning on the one-year anniversary of the date of grant.
SHARES FOR SERVICES
The Company previously entered into a non-arm’s length administrative services agreement dated May 1, 2023 (the “Agreement”), for services provided by an officer of the Company. As part of the consideration payable by the Company under the Agreement, the Company has agreed to issue that number of Common Shares equal to $1,330 per month (the “Service Shares”), to be issued on a semi-annual basis and pursuant to the policies of the TSX Venture Exchange (the “TSXV”). The Agreement was for a term of three months and has automatically renewed in accordance with its terms, terminable by either party providing 30 days’ notice of such termination.
The deemed value of the Service Shares to be issued for a particular month, is to be the closing price of the Company’s shares on the last trading day of the month.
For services rendered under the Agreement between the period of July 1, 2024 to December 31, 2024, the Company has issued 33,448 Shares at a weighted average price of $0.244 per Share, extinguishing the accrued debt under the Agreement of $7,980. The transaction was subject to the approval of the TSXV.
The Service Shares issued are subject to a four month hold period, which will expire on a date that is four months and one day from the date of issuance.
No new insiders will be created, nor will any change of control occur, as a result of the issuance of the Service Shares.
As certain insiders are party to the Agreement, it may be considered a “related party transaction” under Multilateral Instrument 61-101 Protection of Minority Security Holders In Special Transactions (“MI 61-101”) and the TSXV. The Company is relying on the exemptions from the formal valuation and the minority shareholder approval requirements of MI-61-101 contained in section 5.5 (a) and Section 5.7 (1)(a) as the fair market value of the common shares being issued to insiders in connection with the Service Shares does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.
About Defiance Silver Corp.
Defiance Silver Corp. (DEF | TSX Venture Exchange; DNCVF | OTCQX; D4E | Frankfurt) is an exploration company advancing the district-scale Zacatecas project, located in the historic Zacatecas Silver District and the Tepal Gold/Copper Project in Michoacán state, Mexico. Defiance is managed by a team of proven mine developers with a track record of exploring, advancing, and developing several operating mines and advanced resource projects. Defiance’s corporate mandate is to advance our projects through capital-efficient exploration focused on resource growth and new mineral discoveries.
On behalf of Defiance Silver Corp.
“Chris Wright”
Chairman and CEO
For more information, please contact: Investor Relations at +1 (604) 343-4677 or via email at info@defiancesilver.com.
Suite 2900-550 Burrard Street
Vancouver, BC V6C 0A3
Canada
Tel: +1 (604) 343-4677
Email: info@defiancesilver.com
Disclaimer
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.
Caution Regarding Forward-Looking Information
Information contained in this news release which are not statements of historical facts may be “forward-looking information” for the purposes of Canadian securities laws. Such forward-looking information and statements involve known and unknown risks and uncertainties that may cause Defiance’s actual results, performance and achievements to differ materially from those expressed or implied by the forward-looking information and statements and accordingly, undue reliance should not be placed thereon… The words “believe”, “expect”, “anticipate”, “contemplate”, “plan”, “intends”, “continue”, “budget”, “estimate”, “may”, “will”, “schedule”, “understand” and similar expressions identify forward-looking information.
Risks and uncertainties that may cause actual results to vary include but are not limited to the speculative nature of mineral exploration and development, including the uncertainty of reserve and resource estimates; operational and technical difficulties; the availability of suitable financing alternatives; fluctuations in gold and other commodity prices; changes to and compliance with applicable laws and regulations, including environmental laws and obtaining requisite permits; political, economic and other risks arising from Defiance’s Mexican activities; fluctuations in foreign exchange rates; as well as other risks and uncertainties which are more fully described in our annual and quarterly Management’s Discussion and Analysis and in other filings made by us with Canadian securities regulatory authorities and available at www.sedarplus.ca. Accordingly, all such factors should be considered carefully when making decisions with respect to Defiance, and prospective investors should not place undue reliance on forward looking information. Forward-looking information in this news release is made as at the date hereof. The Company assumes no obligation to update or revise forward-looking information to reflect changes in assumptions, changes in circumstances or any other events affecting such forward-looking information, except as required by applicable law.