05:49:54 EDT Wed 24 Apr 2024
Enter Symbol
or Name
USA
CA



Comstock Metals Ltd (2)
Symbol CSL
Shares Issued 79,720,130
Close 2018-07-03 C$ 0.05
Market Cap C$ 3,986,007
Recent Sedar Documents

Comstock Metals closes $606,370 private placement

2018-07-04 00:28 ET - News Release

Mr. Steven Goldman reports

COMSTOCK ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT

Comstock Metals Ltd. has closed its previously disclosed (see press release dated June 8, 2018) non-brokered private offering of units. Pursuant to the offering, the company issued a total of 12,127,400 units at a price of five cents per unit, raising aggregate gross proceeds of $606,370.

Each unit was issued at a price five cents and consists of one common share in the capital of the company and one common share purchase warrant. Each warrant entitles the holder thereof to purchase one additional share at an exercise price of 10 cents 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 15 cents 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 warrantholders. Such notice by the company to the holders of the warrants may not be given until four 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 five cents per unit for a period of 24 months from the closing date.

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 Nov. 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), making the offering a "related party transaction" (within the meaning of MI 61-101). 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 Section 5.7(b) of MI 61-101, respectively.

Steven H. Goldman and his wife subscribed for a total of one million 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 per cent of the issued and outstanding common shares of the company, or approximately 5.9 per cent 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 per cent of the issued and outstanding common shares of the company, or approximately 3.5 per cent 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 is a control entity of the company and a "related party" of the company (within the meaning of MI 61-101). Select Sands now beneficially owns, or exercises control or direction over, 22,635,400 common shares of the company (or approximately 24.6 per cent of the issued and outstanding common shares of the company, or approximately 26.7 per cent 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, which is a control entity 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 per cent of the issued and outstanding common shares of the company, or approximately 0.60 per cent of the issued and outstanding common shares of the company on a partially diluted basis).

Gracetree Investments LLC and entities with which it acts jointly 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 jointly and in concert are together a control entity 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 jointly and in concert now beneficially own, or exercise control or direction over, 15,761,999 common shares of the company (or approximately 17.2 per cent of the issued and outstanding common shares of the company, or approximately 28 per cent 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 time frame consistent with usual market practice for transactions of this nature.

About Comstock Metals Ltd.

Comstock Metals is a Canadian-focused mineral exploration company with various resource projects located in Canada.

We seek Safe Harbor.

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