The Company issued an aggregate of 1,715,000 FT Units and 2,225,000 Units pursuant to the offerings. Each Unit was priced at
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 (
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
The offerings were offered on a non-brokered private placement basis in certain provinces of
The securities issued under the offerings have not been, and will not be, registered under the
Pursuant to the offering, the Company issued securities 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(1)(a) of MI 61-101, respectively.
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 offerings. 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.
Early Warning Report
Upon completion of the offering, the Goldmans beneficially owns and has control of 3,006,626 common shares of the Issuer, as well as common share purchase warrants to acquire a further 1,000,000 common shares and options to acquire 410,000 common shares, which represents approximately 14.39% of the issued and outstanding common shares as calculated in accordance with National Instrument 62-104 Take-Over Bids and Insider Bids.
The Units were acquired for investment purposes only by the Goldmans. The Goldmans' view of the Company and the investment may change, depending on market and other conditions, or as future circumstances may dictate, from time to time. The Goldmans, on an individual or joint basis, may increase or dispose of some or all of their ownership in the Issuer or each may continue to hold its current position.
This news release is being issued in accordance with National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report dated
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
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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 use of proceeds resulting from the financing. 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.
Contact:
Tel: (416) 917-1533
Email: s.goldman@goldmanhine.com
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