SOURCE: Comstock Metals Ltd.

Comstock Metals Ltd.

July 20, 2016 16:30 ET

Comstock Announces $1 Million Private Placement of Units

VANCOUVER, BC--(Marketwired - July 20, 2016) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES

Comstock Metals Ltd. (TSX VENTURE: CSL) ("Comstock" or the "Company") is pleased to announce a non-brokered private placement financing of units ("Unit") to raise gross proceeds of up to CDN$1,000,000 (the "Offering") to fund exploration on the Company's properties and for general corporate purposes. The Company will have the option of increasing the size of the offering by up to 10% prior to closing. It is proposed that each Unit will be issued at a price of CAD$0.25 per Unit with each Unit consisting of one common share and one-half of one non-transferable common share purchase warrant (each whole warrant referred to as a "Warrant"). Each Warrant will be exercisable into a common share of Comstock (a "Warrant Share") for a period of 24 months from the closing date at an exercise price of $0.35.

The Warrants issued as part of the Unit Offering will be subject to an acceleration clause, whereby, if the weighted average trading price of Comstock'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 $0.70 for a period of 20 consecutive trading days, Comstock will have the right to accelerate the expiry date of the Warrants. If Comstock exercises such right, Comstock will give written notice to the holders of the Warrants that the Warrants will expire 30 days from the date of notice to the Warrant holders. Such notice by Comstock to the holders of the Warrants may not be given until 4 months and one day after the closing date.

Completion of the offering is subject to receipt of applicable regulatory approvals, including the approval of the TSX Venture Exchange. The securities issued by Comstock in connection with the offering will be subject to a four month hold period as prescribed by applicable securities laws. Finders fees may be paid on a portion of the offering.

The Units will be offered pursuant to prospectus exemptions in certain provinces of Canada and in such other jurisdictions as may be determined by Comstock. The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

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 jurisdiction in which such offer, solicitation or sale would be unlawful.

About Comstock Metals Ltd.

Comstock Metals Ltd. is a mineral exploration company. Its flagship 16,335 hectare QV Property is located in the White Gold district of the Yukon Territory, approximately 70 kilometres south of Dawson City and 44 kilometres northeast of the Coffee project of Goldcorp Inc., which it recently acquired through a takeover of Kaminak Gold Corporation in a deal valued at C$520 million at the time it was announced. To date, the Company has completed 3,400 metres of drilling in 17 drill holes which formed the basis for a maiden Inferred mineral resource totalling 4.4 million tonnes grading 1.65 g/t gold containing 230,000 ounces of gold at a 0.5 g/t gold cut-off (See Comstock July 8, 2014 News Release). The VG Deposit remains open in all directions and is proximal to other untested sub-parallel structures. The VG Zone has similar geology and style of mineralization to Kinross's Golden Saddle deposit, located 11 kilometres to the south. Additional promising targets exist on the QV Project, with potential for the discovery of significant intrusion related and/or orogenic gold mineralization. The infrastructure associated with the development of the Coffee project, including upgrading and completion of the mine access road, will benefit all projects in the district, including the QV Property.

Comstock has entered into entered into a letter of intent in respect of a proposed purchase by Comstock of Select Sands' Preview SW gold project located in the La Ronge district of Saskatchewan and Select Sands' early-stage Old Cabin property in Ontario for 20 million common shares in the capital of Comstock (see May 16, 2016 News Release).

Comstock also owns early stage uranium claims in the Patterson Lake area of Saskatchewan and has recently optioned out its Corona property in Mexico (see January 28, 2016 News Release).

David A. Terry, Ph.D., P.Geo., a Qualified Person as defined by National Instrument 43-101, has reviewed and approved the scientific and technical disclosure in this news release.

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 completion of the proposed offering, exploration on the Company's properties and the completion of the proposed transaction with Select Sands Corp. Information and statements which are not purely historical fact are forward-looking statements. 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. 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 go to www.comstock-metals.com.

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.

Contact Information

  • David A Terry, Ph.D., P.Geo.
    President, CEO and Director

    COMSTOCK METALS LTD.
    Phone: (604) 639-4533
    Email: info@comstock-metals.com