Comstock Metals Ltd. (TSXV: CSL) (“Comstock” or the “Company”) is pleased to announce that at it has closed its previously disclosed (see press release dated June 8, 2018) non-brokered private offering of units (“Units”). Pursuant to the offering the Company issued a total of 12,127,400 Units at a price of $0.05 per Unit raising aggregate gross proceeds of $606,370.
Each Unit was issued at a price $0.05 and consists of one common share in the capital of the Company (a “Share”) and one common share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional Share at an exercise price of $0.10 per Share for a period of 24 months from the Closing Date.
The Warrants include an acceleration clause, whereby, if the closing price of the Company’s common shares on the TSX Venture Exchange (or such other exchange on which the common shares may trade) is at a price equal to or greater than $0.15 for a period of 10 consecutive trading days, the Company will have the right to accelerate the expiry date of the Warrants. If the Company exercises such right, it will give written notice to the holders of the Warrants that such warrants will expire 30 days from the date of notice to the warrant holders. Such notice by the Company to the holders of the Warrants may not be given until 4 months and one day after the closing date.
In connection with the closing of the financing the Company paid finders an aggregate fee of $6,300 and issued an aggregate of 126,000 compensation options. Each compensation option entitles the holder thereof to acquire one Unit at a price of $0.05 per Unit for a period of 24 months from the closing date.
The securities issued under the offering 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.
The securities issued in connection with the offering were issued pursuant to applicable exemptions from the prospectus requirements under applicable securities laws. Such securities are subject to a four month hold period which will expire on November 4, 2018.
Pursuant to the offering, the Company issued Units to certain purchasers that are considered to be “related parties” (within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”)), making the Offering a “related party transaction” (within the meaning of MI 61-101) (the “Related Party Subscriptions”). The Company was exempt from obtaining a formal valuation for, and minority approval of, the Related Party Subscriptions pursuant to Section 5.5(b) and 5.7(b) of MI 61-101, respectively.
Steven H. Goldman and his wife subscribed for a total of 1,000,000 Units pursuant to the offering. Mr. Goldman is an officer and director of the Company and a “related party” of the Company (within the meaning of MI 61-101). Mr. Goldman now beneficially owns, or exercises control or direction over, 2,033,132 common shares of the Company (or, approximately 2.2% of the issued and outstanding common shares of the Company or approximately 5.9% of the issued and outstanding common shares of the Company on a partially diluted basis).
Rasool Mohammad subscribed for a total of 300,000 Units pursuant to the offering. Mr. Mohammad is a director of the Company and a “related party” of the Company (within the meaning of MI 61-101). Mr. Mohammad now beneficially owns, or exercises control or direction over, 1,541,870 common shares of the Company (or, approximately 1.7% of the issued and outstanding common shares of the Company or approximately 3.5% of the issued and outstanding common shares of the Company on a partially diluted basis).
Select Sands Corp. subscribed for a total of 2,635,400 Units pursuant to the offering. Select Sands Corp. is a control person of the Company and a “related party” of the Company (within the meaning of MI 61-101). Select Sands Corp. now beneficially owns, or exercises control or direction over, 22,635,400 common shares of the Company (or, approximately 24.6% of the issued and outstanding common shares of the Company or approximately 26.7% of the issued and outstanding common shares of the Company on a partially diluted basis).
Zigurds (Zig) Vitols subscribed for a total of 250,000 Units pursuant to the offering. Mr. Vitols is an officer and director of Select Sands Corp., which is a control person of the Company and a “related party” of the Company (within the meaning of MI 61-101). Mr. Vitols now beneficially owns, or exercises control or direction over, 310,000 common shares of the Company (or, approximately 0.33% of the issued and outstanding common shares of the Company or approximately 0.60% of the issued and outstanding common shares of the Company on a partially diluted basis).
Gracetree Investments LLC and entities with which it acts joint and in concert subscribed for a total of 1,762,000 Units pursuant to the offering. Gracetree Investments LLC and entities with which it acts joint and in concert are together a control person of the Company and a “related party” of the Company (within the meaning of MI 61-101). Gracetree Investments LLC and entities with which it acts joint and in concert now beneficially owns, or exercises control or direction over, 15,761,999 common shares of the Company (or, approximately 17.2% of the issued and outstanding common shares of the Company or approximately 28% of the issued and outstanding common shares of the Company on a partially diluted basis).
The material change report to be filed in connection with the Private Placement will be filed less than 21 days prior to the closing of the offering. The shorter period was necessary in order to permit the Company to close the Private Placement in a timeframe consistent with usual market practice for transactions of this nature.
About Comstock Metals Ltd.
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