Comstock Announces Proposed Non-Brokered Private Placement of Units and Flow-Through Units to Raise up to $1,500,000 and Plans for 2021 Preview North Gold Zone Diamond Drill Program
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES
Vancouver, BC – March 12, 2021 – Comstock Metals Ltd. (TSX-V: CSL) (“Comstock” or the “Company”) is pleased to announce that it is undertaking a non-brokered private placement for an aggregate of up to $1,500,000 comprising up to 5,750,000 units (“Units”) and up to 11,500,000 flow-through units (“FT Units”).
Each Unit will be priced at $0.09 and will consist of one common share in the capital of the Company (a “Share”) and one common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to purchase one additional common share of the Company (a ” Share”) at an exercise price of $0.15 per Share for a period of 24 months from the Closing Date. Each FT Unit will be priced at $0.11 and consist of one flow-through common share in the capital of the Company (a “FT Share”) and one common share purchase warrant (a “FT Warrant”). Each FT Warrant will entitle the holder thereof to purchase one additional non flow-through common share of the Company (a ” Share”) at an exercise price of $0.15 per Share for a period of 24 months from the Closing Date. It is anticipated that the closing of the offerings will occur later this month.
Comstock intends to use the majority proceeds of the private placement to complete additional diamond drilling up to a planned 2,500 meters at the high-grade Preview North gold zone.
At Preview North multiple shallow zones of quartz-carbonate vein gold mineralization, including multiple drill intercepts containing visible gold, have been defined by diamond drilling along a strike length of 200 m, 60 m width, and vertical depth of 170 m (Map 1). Significant potential remains to expand the Preview North zone with additional drilling. Selected drill intercepts from the Preview North zone include:
- 4.20 m averaging 9.66 g/t gold in PR17-175 starting at 20.50 m down hole and 3.25 m averaging 87.16 g/t gold starting at 41.15 m down hole
- 16.70 m averaging 5.08 g/t gold in PR17-176 starting at 23.3 m down hole and including 4.20 m averaging 17.40 g/t goldstarting at 28.00 m down hole; and 5.00 m averaging 16.19 g/t gold starting at 51.00 m down hole
- 5.20 m averaging 5.30 g/t gold in PR18-183 starting at 113.80 m down hole and including 3.30 m averaging 8.04 g/t gold starting at 115.70 m down hole
- 21.50 m averaging 2.87 g/t gold in PR18-185 starting at 23.00 m down hole and including 3.25 m averaging 10.35 g/t gold starting at 36.75 m down hole
- 8.00 m averaging 7.47 g/t gold in PR18-187 starting at 31.00 m down hole and 23.6 m averaging 3.60 g/t gold in PR18-187 starting at 50.40 m down hole and including 2.10 m averaging 13.85 g/t gold starting at 64.40 m down hole
Private Placement Details
The Company will use the gross proceeds of the offering of FT Units for eligible exploration expenditures, which will constitute “Canadian Exploration Expenses” (“CEE”) that are “Flow-Through mining expenditures”, as defined in the Income Tax Act (Canada) which can be renounced to purchasers of the FT Units for the 2021 taxation year in the aggregate amount of not less than the total amount of the gross proceeds raised from the flow-through offering. The CEE shall be incurred no later than December 31, 2022.
The proceeds from the offering of Units will be used to fund exploration on the Company’s Preview SW gold deposit (with a focus on Comstock’s Preview North zone) located in Saskatchewan, Canada and for general working capital.
The offerings are being offered on a non-brokered private placement basis in the Provinces of Alberta, British Columbia, Ontario and such other jurisdictions as the Company may determine in its sole discretion and will be subject to a statutory hold period of four (4) months and a day from the Closing Date of the offerings. The Company may pay finder’s fees in accordance with the rules and policies of the TSX Venture Exchange. The offerings remains subject to the approval of the TSX Venture Exchange. The securities to be issued under the offerings have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
Pursuant to the proposed offering, insiders within the Company (including the Company’s CEO Steven Goldman as well as the Company’s Chairman Arnold Tenney, or parties related to the CEO and Chairman) will be participating. As such, the Company will be issuing securities to purchasers that are considered “related parties” (within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”)), making the applicable offering a “related party transaction” (within the meaning of MI 61-101) (the “Related Party Subscriptions”). If such sales are completed the Company will be exempt from obtaining a formal valuation for, and minority approval of, the Related Party Subscriptions pursuant to Section 5.5(b) and 5.7(1)(a) of MI 61-101, respectively.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”) and may not be offered or sold to, or for the account or benefit of, persons in the United States or “U.S. persons” (as such term is defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements of the 1933 Act any application state securities laws.
About Comstock Metals Ltd.
Comstock Metals advancing the Preview SW Gold Project, a resource-stage gold project in the La Ronge district of Saskatchewan. The Preview SW deposit hosts indicated mineral resources containing 158,300 ounces of gold (2.61 million tonnes grading 1.89 g/t Au) and inferred mineral resources containing 270,800 ounces of gold (5.70 million tonnes grading 1.48 g/t Au), both based on a 0.50 g/t Au cut-off grade. During 2017 and 2018, Comstock completed diamond drilling campaigns targeting the Preview North zone and the Preview SW deposit comprising 24 holes totaling 4,700 metres. Several additional, relatively untested targets remain on the Property, including the A, B, C, and Clearwater zones (Map 2).
Kristopher Raffle P.Geo., Principal and Consultant of APEX Geoscience Ltd., and Christopher Livingstone, P.Geo., Project Geologist of APEX Geoscience Ltd., Qualified Persons as defined by National Instrument 43-101, supervised the exploration work and diamond drilling program at the Preview SW project and reviewed, verified (including sampling, analytical and test data) and compiled the data reported herein. Mr. Raffle has reviewed and approved the scientific and technical disclosure in this news release as it relates to the Preview SW Gold Project.
Forward Looking Statements
This news release includes forward-looking information and statements, which may include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of the Company. Such statements include statements regarding the anticipated closing of the proposed financing and the use of proceeds resulting therefrom. Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein. The assumptions on which the forward looking statements contained herein rely include the ability to complete the proposed financing and receipt of regulatory approval. Although the Company believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Any forward-looking information and statements herein are made as of the date hereof, and except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward looking information and statements herein, whether as a result of new information, future events or results, or otherwise, except as required by applicable laws.
For more information about Comstock Metals Ltd., please refer to Comstock Metals’ website at www.comstock-metals.com or contact:
Steven H. Goldman
President, CEO and Director
COMSTOCK METALS LTD.
Cell Phone: (416) 917-1533
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.
 True thickness is interpreted to be approximately 60-80% of drilled width
 See Comstock Metals News Release dated September 28, 2017
 See Comstock Metals News Release dated January 31, 2019
 The Company has filed on SEDAR the 43-101 Technical Report, Preview SW Gold Project, La Ronge, Saskatchewan, prepared for Comstock Metals Ltd. by Ronald G. Simpson, P.Geo., Geosim Services Inc. Effective date September 27, 2016.