Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
July 07 2016 - 6:02AM
Edgar (US Regulatory)
Filed pursuant to Rule 433
Registration Statement No.
333-199119
Issuer Free Writing Prospectus dated July 6, 2016
Relating to
Prospectus Supplement dated July 6, 2016
(To Prospectus dated October 14,
2014)
TERM SHEET
(amended)
Great Panther Silver Limited
Public Offering of Units
A final base shelf prospectus containing important
information relating to the securities described in this document has been filed
with the securities regulatory authorities in each of the provinces of Canada
(other than Québec). A copy of the final base shelf prospectus, any amendment to
the final base shelf prospectus and any applicable shelf prospectus supplement
that has been filed, is required to be delivered with this document.
This document does not provide full disclosure of all
material facts relating to the securities offered. Investors should read the
final base shelf prospectus, any amendment and any applicable shelf prospectus
supplement for disclosure of those facts, especially risk factors relating to
the securities offered, before making an investment decision.
A prospectus supplement to the base prospectus dated October
14, 2014 will also be filed with the Securities and Exchange Commission (SEC) in
the United States and will contain important information relating to the
securities described in this term sheet.
The issuer has filed a
registration statement (including a base prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read
the prospectus, as supplemented by the prospectus supplement to be filed with
the SEC, in that registration statement and other documents the issuer has filed
and will file with the SEC for more complete information about the issuer and
this offering. You may get these documents for free by visiting EDGAR on the SEC
website at
www.sec.gov
. Alternatively, the issuer, any
underwriter or any dealer participating in the offering will arrange to send you
the prospectus, as supplemented, if you request it by contacting Cantor
Fitzgerald Canada Corporation, attention: Equity Capital Markets, 181 University
Avenue, Suite 1500, Toronto, ON, M5H 3M7, email: ecmcanada@cantor.com, or H.C.
Wainwright & Co., LLC., 430 Park Avenue, New York, NY 10022, email:
placements@hcwco.com.
Issuer:
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Great Panther Silver Limited (the
Company
)
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Issued Securities:
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16,250,000 Units of the Company (the
Units
and
the offering of such Units, the
Offering
). Each Unit is comprised
of one (1) common share in the capital of the Company (each, a
Common
Share
) and one half (1/2) Common Share purchase warrant (each whole
warrant, a
Warrant
). The Units will separate into Common Shares
and Warrants immediately upon closing of the Offering.
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Size of Issue:
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US $26,000,000 (Approximately Cdn $33,813,000)
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Issue Price:
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US $1.60 per Unit (the
Issue Price
)
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Warrants:
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Each Warrant shall entitle the holder to purchase one
Common Share (each, a
Warrant Share
) at US $2.25 at any time on
or before the date which is 18 months after the Closing Date.
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- 2 -
Over-Allotment Option:
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The Underwriters will have an option, exercisable, in
whole or in part, in the sole discretion of the Underwriters (as defined
below) for a period of up to 30 days after the Closing Date (as defined
below), to purchase up to an additional 2,437,500 Units at the Issue Price
on the same terms and conditions as set forth herein.
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Underwriters:
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Cantor Fitzgerald Canada Corporation (
CFCC
) and
Rodman & Renshaw a unit of H.C. Wainwright & Co., LLC will act as
co-lead underwriters and joint bookrunners, on behalf of a syndicate of
underwriters including:
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CFCC 42.5%
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Rodman & Renshaw a unit of H.C. Wainwright & Co.,
LLC 42.5%
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Euro Pacific Capital, Inc. 10%
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Sprott Private Wealth LP 5%
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(collectively, the
Underwriters
)
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Form of Underwriting:
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Bought deal offering by way of a prospectus supplement
in Canada and prospectus supplement to the Companys shelf registration
statement in the United States, subject to a mutually acceptable
underwriting agreement containing the industry standard Disaster Out,
Regulatory Out, Litigation Out and Material Adverse Change Out
clauses running until the Closing Date (as defined below).
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Plan of Distribution:
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The Underwriters may sell Units in each of the Provinces
of Canada other than Québec, or in the case of Cantor Fitzgerald Canada
Corporation, in the United States through its U.S. affiliate, Cantor
Fitzgerald & Co. Rodman & Renshaw a unit of H.C. Wainwright &
Co., LLC and Euro Pacific Capital, Inc. are not registered as investment
dealers in any Canadian jurisdiction and, accordingly, will only sell
Units into the United States and will not, directly or indirectly, solicit
offers to purchase or sell the Units in Canada. Subject to applicable law,
the Underwriters may offer to sell the Units outside of Canada and the
United States.
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Jurisdictions:
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The United States and all provinces of Canada (except
Québec). The Units may also be offered in those jurisdictions outside of
Canada and the United States as agreed to by the Company and the
Underwriters provided that no prospectus filing or comparable obligation
arises and the Company does not thereafter become subject to continuous
disclosure obligations in such jurisdictions.
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Underwriters Fees:
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The Company shall pay the Underwriters a commission equal
to 6% of the gross proceeds of the Offering. The Company will also pay all
fees and expenses relating to the Offering whether or not it is completed,
inclusive of disbursements and taxes, subject to the limitations described
in the amended and restated underwriting agreement dated July 6, 2016.
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- 3 -
Use of Proceeds:
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To fund operating, development and exploration
expenditures at its mining operations and projects, for possible future
acquisitions and for general corporate and working capital purposes.
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Listing:
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Prior to the Closing Date, the Company will obtain all
necessary regulatory approvals for the Offering, including Toronto Stock
Exchange and NYSE MKT approval of the listing of the Common Shares
(including the Common Shares comprising the Units and the Warrant Shares
issuable upon exercise of the Warrants). The Warrants will not be listed
or traded on any stock exchange.
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Eligibility for Investment:
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Eligible under the usual Canadian statutes as well as for
RRSPs, RESPs, RRIFs, TFSAs and DPSPs.
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Closing Date:
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On or about July 12, 2016 or such other date as the
Company and the Underwriters mutually agree (the
Closing Date
).
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An investment in the Units involves a high degree of risk
and must be considered speculative due to the nature of the Companys business
and the present stage of exploration and development of certain of its
properties. Prospective investors should carefully consider the risk factors
described in the base shelf prospectus and prospectus supplement under Risk
Factors and Cautionary Note Regarding Forward-Looking Statements. This
Offering is made by a Canadian issuer that is permitted under a
multi-jurisdictional disclosure system adopted by the United States and Canada
to prepare the base shelf prospectus and prospectus supplement in accordance
with Canadian disclosure requirements. Prospective investors should be aware
that such requirements are different from those applicable to issuers in the
United States. Financial statements incorporated herein by reference have been
prepared in accordance with International Financial Reporting Standards (IFRS)
as issued by the International Accounting Standards Board (IASB), and may not
be comparable to financial statements of United States companies. Prospective
investors should be aware that the acquisition of the Units described herein may
have tax consequences both in the United States and in Canada. Such consequences
for investors who are resident in, or citizens of, the United States may not be
described fully in the base shelf prospectus or prospectus supplement.
Prospective investors should read the tax discussion contained in the base shelf
prospectus under the heading Certain Income Tax Considerations and in the
prospectus supplement under the headings Certain Canadian Federal Income Tax
Considerations and Certain United States Federal Income Tax Considerations.
The enforcement by investors of civil liabilities under United States federal
securities laws may be affected adversely by the fact that the Company is
governed by the laws of Canada, that some of its officers and directors are
residents of Canada, that some or all of the underwriters or experts named in
the registration statement are residents of a foreign country, and that a
portion of the assets of the Company and said persons are located outside the
United States.
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