Dolly Varden Silver Corporation

January 31, 2012 19:38 ET

Dolly Varden Silver Ltd. and Twin Glacier Resources Ltd. Amalgamate and Receive Conditional Approval to List as a Tier 1 Mining Issuer on the TSX Venture Exchange

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 31, 2012) - Dolly Varden Silver Corporation (the "Company") is pleased to announce the completion of the amalgamation (the "Amalgamation") of Twin Glacier Resources Ltd. ("Twin Glacier") and Dolly Varden Silver Ltd. ("Dolly Varden") under the Business Corporations Act (British Columbia) to form the Company.

On January 19, 2012, the TSX Venture Exchange (the "Exchange") issued its conditional approval of the listing of the Company on the Exchange as a Tier 1 Mining Issuer. The listing of the Company on the Exchange remains subject to the Company meeting the Exchange's standard conditions for listing. It is anticipated that the Company will be listed and begin trading under the ticker symbol "DV" on or about February 14, 2012.

The Company's principal business is the acquisition, exploration and development of resource properties in British Columbia. The Company's core property is the Dolly Varden property, which comprises a total of 9,373 hectares of mineral tenures located in the upper Kitsault Valley and Evindsen Creek areas. The Dolly Varden property is the subject of the technical report entitled "Geology and Mineral Exploration of the Dolly Varden Property, British Columbia, Canada" dated September 5, 2011 (the "Technical Report"), available under the Company's profile at www.sedar.com.

The Company plans to use available funds to continue work on phase one of the work program set out in the Technical Report for the Dolly Varden property.

Prior to the completion of the Amalgamation, Dolly Varden completed non-brokered private placements (the "Private Placement") of 22,675,000 common shares of Dolly Varden at a price of $0.25 per share and 690,000 flow-through common shares of Dolly Varden at a price of $0.40 per share for gross proceeds of $5,944,750. Dolly Varden issued 329,400 finder's warrants and paid $88,630 in finder's fees in connection with the Private Placement. From inception in March 2011, Dolly Varden raised a total of approximately $11,820,000 pursuant to equity financings.

Under the Amalgamation, the Company issued 74,615,000 common shares to former shareholders of Dolly Varden and 5,650,000 common shares to former shareholders of Twin Glacier. In addition, 5,329,400 warrants of Dolly Varden and 5,150,000 warrants and 25,000 options of Twin Glacier became exercisable for common shares of the Company in accordance with their terms. The details of the Amalgamation are contained in the joint information circular of Dolly Varden and Twin Glacier dated October 19, 2011, which is available under the Company's profile on SEDAR at www.sedar.com.

With the completion of the Amalgamation, the Company has 80,265,000 common shares (97,119,400 fully diluted) issued and outstanding. The officers and directors of the Company collectively hold 6,350,000 common shares and 3,180,000 warrants, which are subject to a Tier 1 Value Security Escrow Agreement pursuant to the policies of the Exchange. With the completion of the Amalgamation, no person currently beneficially owns directly or indirectly, or exercises control or discretion over, common shares carrying more than 10% of the voting rights attaching to all the outstanding common shares.

In connection with the completion of the Amalgamation, the Company is pleased to announce its board of directors as follows: Ron F. Nichols, Paul McGuigan, John King Burns, Theo Sanidas and Allen Ambrose. In addition, the Company is pleased to announce its executive management as follows:

Ron F. Nichols - President and Chief Executive Officer
Paul McGuigan - Vice President of Exploration
John King Burns - Chairman
Daisy Duong - Chief Financial Officer and Corporate Secretary

Summaries of the biographies for all of the directors and executive management of the Company are set out in the Company's Form 2B Listing Application (the "Listing Application"), which is available under the Company's profile on SEDAR at www.sedar.com.

Pursuant to the Company's stock option plan, upon completion of the Amalgamation the Company granted 6,350,000 options to purchase common shares, including 4,650,000 options granted to officers and directors of the Company. The options have an exercise price of $0.25 per common share and expire five years from the date of grant.

FORWARD LOOKING INFORMATION

Certain of the statements and information in this press release constitute "forward-looking statements" or "forward-looking information". Any statements or information that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects", "anticipates", "believes", "plans", "estimates", "intends", "targets", "goals", "forecasts", "objectives", "potential" or variations thereof or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements or information. Forward looking statements or information relate to, among other things: the Company's business objectives and the Company's listing on the Exchange.

Forward-looking statements or information are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements or information, including, without limitation, the need for additional capital by the Company through financings, and the risk that such funds may not be raised; the speculative nature of exploration and the stages of the Company's properties; the effect of changes in commodity prices; regulatory risks that development of the Company's material properties will not be acceptable for social, environmental or other reasons and the efforts and abilities of the senior management team. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements or information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.

The Company's forward-looking statements and information are based on the assumptions, beliefs, expectations and opinions of management as of the date of this press release, and other than as required by applicable securities laws, the Company does not assume any obligation to update forward-looking statements and information if circumstances or management's assumptions, beliefs, expectations or opinions should change, or changes in any other events affecting such statements or information. For the reasons set forth above, investors should not place undue reliance on forward-looking statements and information.

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.

Contact Information

  • Dolly Varden Silver Corporation
    Daisy Duong
    Chief Financial Officer and Corporate Secretary
    604-398-4350
    604-683-2965 (FAX)