Defiance Silver Corp. (TSXV:DEF) entered into a letter of intent to acquire ValOro Resources Inc. (TSXV:VRO) from group of sellers for CAD 3.9 million on September 5, 2018. Defiance signed a definitive arrangement agreement to acquire ValOro from group of sellers on November 5, 2018. Under the terms of the transaction, which will be effected by a plan of arrangement, shareholders of ValOro will receive 0.71 common shares of Defiance for each share of ValOro held. Shareholders of Defiance will not have to exchange their shares of Defiance in the transaction. Upon completion of the transaction, the combined company will have approximately 119 million common shares outstanding, of which former shareholders of Defiance will own approximately 87% and the former shareholders of ValOro will own approximately 13%. In support of this transaction, Defiance's principal lender has agreed to increase its loan facility from CAD 0.7 million to approximately CAD 1.08 million, on similar terms. The transaction will include customary provisions, including fiduciary-out provisions, covenants not to solicit other acquisition proposals and the right to match any superior proposal. The combined company will continue under the name of Defiance Silver Corp. In addition, ValOro may be required to pay a termination fee of CAD 0.217204 million if the transaction is terminated as a result of ValOro accepting a superior proposal or completing an alternative proposal within 12 months of termination of the transaction. Upon completion of the transaction, the combined management team will be led by Peter J Hawley, who will assume the title of President and Chief Executive Officer. The new Board will be comprised of Peter J Hawley together with three Directors from each Defiance and ValOro including Randy V. J. Smallwood, George Brack, Darrell Rader, Dunham L. Craig, Paul Smith and Ron Sowerby as Directors. Evelyn Abbott was appointed as Chief Financial Officer and Secretary. Gillian Kearvell will be appointed as Vice President of exploration. The transaction will be carried out by the way of court-approved plan of arrangement which requires the approval of at least two-thirds of the votes cast by the shareholders of ValOro at a special meeting of its shareholders. In addition, the transaction will be subject to execution of a definitive agreement, approval of the TSX Venture Stock Exchange and the Supreme Court of British Columbia, the financing, if completed, shall have been completed for such minimum gross proceeds as the parties may agree, satisfy the results of its due diligence investigation, the absence of a breach in or termination of any of the voting agreements and no loss of the current employees of ValOro or its subsidiaries. The transaction has the unanimous support of both companies' Boards of Directors and Officers. Each of the Officers and Directors of Defiance and ValOro have stated they will enter into an agreement supporting the transaction and will vote any common shares of the companies held by them in favor of the transaction. In addition, Defiance and ValOro will endeavor to have additional lock-up agreements signed by significant shareholders who agree to vote in favor of the transaction. As of November 23, 2018, ValOro announce that special general meeting will be held on December 19, 2018. As on December 19, 2018, the shareholders of ValOro Resources approved the transaction. As on December 21, 2018, ValOro obtained a final order from B.C. Supreme Court. The transaction is expected to close by December 31, 2018. Computershare Trust Company of Canada acted as transfer agent and Northwest Law Group acted as legal advisor to ValOro. Davidson & Company LLP acted as accountant and TSX Trust Company acted as transfer agent to Defiance.