Comstock Announces Approval of Return of Capital
Vancouver, BC –November 6, 2020 – Comstock Metals Ltd. (TSX-V: CSL) (“CSL” or the “Company”) announces that the shareholders and the board of directors of the Company (the “Board“) have approved the previously announced distribution of an aggregate of 1,000,000 common shares of E3 Metals Corp. (TSX-V: ETMC) and 1,387,210 common shares of White Gold Corp. (TSX-V: WGO) (the “Distribution Shares“) to shareholders of the Company. The distribution of the Distribution Shares will be effected as a reduction in the stated capital of the common shares of the Company (the “Return of Capital“). The Return of Capital was approved by shareholders of the Company at the annual general and special meeting held on October 19, 2020 (the “Meeting“).
The Return of Capital will be distributed to shareholders pursuant to the TSX Venture Exchange’s due bill trading policy. Pursuant to such policy:
- The record date (the “Record Date“) to determine shareholders of CSL entitled to the Return of Capital is November 13, 2020.
- The due bill trading period will commence on November 12, 2020 (one trading day prior to the Record Date, so that trades settling after the Record Date have due bills attached) and conclude at the close of the Payment Date (as defined below);
- The payment or distribution date (the “Payment Date“) will be November 25, 2020;
- The ex-distribution date will be November 26, 2020 (the next trading day following the Payment Date, so that trades on and after that date will not have due bills attached); and
- The due bill redemption date will be November 27, 2020 (the trading day following the ex-distribution date, when all trades with due bills attached have settled).
For clarification, “due bills” will represent the Return of Capital that CSL’s shareholders will be entitled to receive. The due bills will be deemed to be attached to CSL’s common shares (“Shares“) one trading day prior to the Record Date, and will continue to be attached to CSL’s Shares until the end of the Payment Date. Accordingly, CSL’s Shares will trade on a “due bill” basis from November 12, 2020 until close of trading on November 25, 2020 (the “Due Bill Period“). This means that persons who sell their Shares during the Due Bill Period shall also sell their entitlement to the Return of Capital to the purchasers of such Shares. CSL’s Shares will commence trading on an ex-distribution basis (i.e. without an attached “due bill” entitlement to the distribution) from the opening of trading on November 26, 2020 (i.e. the next trading day after the Payment Date). The due bills will be redeemed on November 27, 2020 once all trades with attached due bills entered during the Due Bill Period have settled.
Based on the current issued and outstanding common shares of the Company, shareholders are expected to receive approximately 0.03947 of an E3 Metals Corp. share and 0.05476 of a White Gold Corp. share for each common share of the Company held as of the Record Date. No fractional interests in Distribution Shares will be distributed in connection with the Return of Capital, and any such interests will be rounded down to the nearest whole Distribution Share.
The Distribution Shares have not, and will not, be registered under the United States Securities Act of 1933, as amended. Shareholders do not need to take any action. Computershare Investor Services Inc., the Company’s transfer agent, will send to registered shareholders the Distribution Shares representing the return of capital and beneficial shareholders will have their brokerage accounts automatically updated to reflect the Return of Capital.
Eligible shareholders are strongly cautioned to consult with their financial, broker, legal, tax and/or investment advisors regarding any matters pertaining to the Return of Capital and the tax consequences associated therewith.
About Comstock Metals Ltd.
Comstock Metals Ltd. is a diversified mineral exploration company advancing its wholly owned projects located in North America and holds several equity positions in companies with large mineral resources.
– 100% owned Preview SW Gold Project in Saskatchewan (43-101 Resource Stage)
– Joint Venture and equity investment with E3 Metals Corp. (TSX-V: ETMC), a petro-lithium company developing lithium extraction technology in Alberta. (43-101 Resource Stage)
– Equity investment in White Gold Corp. (TSX-V: WGO) developing its portfolio of properties located in the White Gold District of the Yukon (43-101 Resource Stage)
For more information about Comstock Metals Ltd., please visit www.comstock-metals.com or contact:
Steven H. Goldman
President, CEO and Director
COMSTOCK METALS LTD.
Phone: (416) 917-1533
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to, among other things, the record date for the Return of Capital, and completion of the distribution of the Distribution Shares. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company. Although such statements are based on reasonable assumptions of management, there can be no assurance that any conclusions or forecasts will prove to be accurate.
The forward-looking information contained in this release is made as of the date hereof, and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
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.