Form 6-K ENDEAVOUR SILVER CORP For: Jan 19
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2022
Commission File Number: 001-33153
ENDEAVOUR SILVER CORP.
(Translation of registrant's name into English)
#1130-609 Granville Street
Vancouver, British Columbia, Canada V7Y 1G5
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
[ ] Form 20-F [ x ] Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [ x ]
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _________
|99.1||Material Change Report dated January 19, 2022|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|Endeavour Silver Corp.|
|Date: January 19, 2022||By:||/s/ Daniel Dickson
Material Change Report
Item 1. Name and Address of Company
Endeavour Silver Corp. (the "Company" or "Endeavour")
1130 - 609 Granville Street
Vancouver, British Columbia
Canada V7Y 1G5
Item 2. Date of Material Change
January 12, 2022
Item 3. News Release
News Release dated January 13, 2022 was disseminated through GlobeNewswire.
Item 4. Summary of Material Change
On January 12, 2022, the Company entered into a definitive agreement to purchase the Pitarrilla project ("Pitarrilla") in Durango State, Mexico by acquiring all of the issued and outstanding shares of SSR Durango, S.A. de C.V. (the "Transaction") from SSR Mining Inc. ("SSR Mining") for total consideration of US$70 million and a 1.25% net smelter returns royalty ("NSR Royalty").
Item 5.1 Full Description of Material Change
On January 12, 2022, the Company entered into a definitive agreement to purchase Pitarrilla in Durango State, Mexico pursuant to the Transaction for total consideration of US$70 million and the NSR Royalty. All references to dollars ($) in this material change report are to United States dollars (US$).
Pitarrilla is a large undeveloped silver, lead, and zinc project located 160 kilometres north of Durango City, in northern Mexico. The Pitarrilla property consists of 4,950 hectares across five concessions and has significant infrastructure in place with direct access to utilities. SSR Mining filed a technical report prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") titled "NI 43-101 Technical Report on the Pitarrilla Project" dated December 14, 2012 (the "2012 Technical Report"). The 2012 Technical Report provided a feasibility study outlining a large, mainly open-pit operation and a mineral resource estimate, which has since been updated by SSR Mining for its Annual Information Form for the financial year ended December 31, 2020 (the "SSR Mining 2020 AIF") (together, the "Historical Estimate").
Total consideration payable on closing of the Transaction is $70 million, consisting of $35 million in Endeavour shares and a further $35 million in cash or in Endeavour shares at the election of SSR Mining and agreed to by Endeavour. The number of Endeavour shares to be issued will be based on a deemed price of $4.0805 per share, being the volume weighted average price of Endeavour's common shares on the New York Stock Exchange ("NYSE") for the 10 business days immediately preceding the date of signing the definitive agreement. The shares will be subject to a hold period of four months and one day following the date of closing.
SSR Mining will retain the NSR Royalty on Pitarrilla. Endeavour will have matching rights to purchase the NSR Royalty in the event SSR Mining proposes to sell it.
Any cash component will be satisfied with cash on hand. As at September 30, 2021, Endeavour had $101 million in cash and cash equivalents and $129 million in working capital.
Historical Resource Estimate
As outlined in the 2012 Technical Report and updated in the SSR Mining 2020 AIF, Pitarrilla has the following mineral resource estimate which Endeavour is treating as a Historical Estimate:
- a measured & indicated mineral resource (open-pit and underground) of 525.27 million ounces (oz) silver (Ag) in 164.79 million tonnes grading 99.1 grams per tonne (gpt) Ag.
- an open-pit inferred mineral resource of 21.21 million oz Ag in 8.52 million tonnes at an average grade of 77.4 gpt and underground inferred mineral resource of 5.46 million oz Ag in 1.23 million tonnes at a grade of 138.1 gpt.
For more information on the Historical Estimate and related notes, please refer to the 2012 Technical Report and the SSR Mining 2020 AIF, which are available at www.ssrmining.com and on SEDAR at www.sedar.com. The economic analysis presented in the 2012 Technical Report is not considered current, is not being relied upon by Endeavour and should not be considered as representing the expected economic outcome under Endeavour's ownership. A qualified person has not done sufficient work to classify the Historical Estimate as current mineral resources or mineral reserves. The Company is not treating this information as current mineral resources or reserves, has not verified this information and is not relying on it. Following closing of the Transaction, Endeavour plans to prepare a current mineral resource estimate for Pitarrilla, develop exploration targets and analyze the economics of various scales of production.
Approvals and Timing
The Transaction has been approved by the board of directors of Endeavour.
Closing of the Transaction remains subject to TSX and NYSE regulatory approvals and receipt of Mexican Federal Economic Competition Commission approval, as well as customary closing conditions for a transaction of this kind, which is expected to occur in the first half of 2022.
On closing, Endeavour plans to prepare a current mineral resource estimate for Pitarrilla, develop exploration targets and analyze the economics of various scales of production.
Endeavour Qualified Person and QA/QC
The scientific and technical data contained in this material change report relating to the Pitarrilla project has been reviewed and approved by Dale Mah, P.Geo., a qualified person under NI 43-101. Mr. Mah is Vice President Corporate Development of Endeavour.
Item 5.2 Disclosure for Restructuring Transactions
Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102
Item 7. Omitted Information
Item 8. Executive Officer
Daniel Dickson, Chief Executive Officer
Telephone: (604) 685-9775
Item 9. Date of Report
January 19, 2022
Cautionary Note Regarding Forward-Looking Statements
This material change report contains "forward-looking statements" within the meaning of the United States private securities litigation reform act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation. Such forward-looking statements and information herein include but are not limited to statements regarding the timing and completion of the Transaction, estimates of mineral resources including the Historical Estimate, future plans and objectives of the Company, proposed operations of the Company at Pitarrilla including mine development and future events and conditions that are not historical facts. The Company does not intend to and does not assume any obligation to update such forward-looking statements or information, other than as required by applicable law.
Forward-looking statements are based on assumptions management believes to be reasonable including, but not limited to, the ability to obtain regulatory approvals required for completion of the Transaction, the reliability of mineral resource estimate, the continuation of exploration and mining operations, no material adverse change in the market price of commodities, mining operations and production will be completed in accordance with management's expectations and achieve their stated production outcomes, and such other assumptions and factors as set out herein. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or information, there may be other factors that cause results to be materially different from those anticipated, described, estimated, assessed or intended. There can be no assurance that any forward-looking statements or information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or information.
Forward-looking statements or information involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements to be materially different from those expressed or implied by such statements. Such factors include but are not limited to the inability or failure of the Company or SSR Mining to satisfy the conditions for closing the Transaction including regulatory approvals; the availability of funds; the financial position of the Company, timing and content of work programs; results of exploration activities and development of mineral properties; the calculation of mineral resources including the Historical Estimate; the receipt and security of mineral property titles; project cost overruns or unanticipated costs and expenses; currency fluctuations; the ultimate impact of the COVID 19 pandemic on operations and results; national and local governments' legislation, taxation, controls, regulations and political or economic developments in Canada and Mexico; financial risks due to precious metals prices; operating or technical difficulties in mineral exploration, development and mining activities; risks and hazards of mineral exploration, development and mining; the speculative nature of mineral exploration and development and risks in obtaining necessary licenses and permits.
Although the forward-looking statements contained herein reflect management's current beliefs and reasonable assumptions based upon information available to management as of the date hereof, Endeavour cannot be certain that actual results will be consistent with such forward-looking information. As a result, the Company cannot guarantee that the Transaction will be completed on the terms and within the time disclosed herein or at all.
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