Tectonic Minerals Corporation

August 11, 2011 15:32 ET

Tectonic Closes Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 11, 2011) - Tectonic Minerals Corporation (TSX VENTURE:TEK.P) (the "Company") is pleased to announce that it has closed its qualifying transaction (the "QT"), filed final materials and obtained TSXV final acceptance for the QT. The Company will resume trading at the opening on August 12, 2011 under the symbol "TEK". The Company will be classified as a mineral exploration company.

Details of the QT were previously announced by the Company on February 3, 2011. In summary, the QT has resulted in the Company acquiring all of the issued and outstanding shares of Comstock Metals Ltd. ("Comstock") through a "three-cornered" amalgamation, whereby a wholly owned subsidiary of the Company amalgamated with Comstock. Through the amalgamation, shareholders of Comstock received 39,213,682 common shares of the Company (inclusive of those for the Concurrent Financing, described below), and the resulting amalgamated company, possessing the assets and business of Comstock, became the Company's wholly owned operating subsidiary.

As part of the QT, Comstock completed a concurrent brokered private placement of 8,750,000 units at a price of $0.20 per unit (the "Concurrent Financing"), for aggregate gross proceeds of $1.75 million. Canaccord Genuity Corp. acted as agent in respect of the sale of 8,175,000 units under the Concurrent Financing, and received a $30,000 corporate finance fee, a commission of $163,500 and 408,750 agent options. Each unit was comprised of one common share of Comstock and one-half of a warrant, a whole warrant being exercisable into a common share of Comstock at an exercise price of $0.35 until August 10, 2013. Each agent option was exercisable into a common share of Comstock at an exercise price of $0.35 until August 10, 2013. Through the amalgamation, the Concurrent Financing shares, warrants and agent options were exchanged on a one-for-one basis for common shares of the Company, and warrants and agent options of the Company having the same terms.

The Company now has 43,773,819 common shares issued and outstanding, of which 4,906,000 common shares will be held and released pursuant to a Value Security Escrow Agreement and an additional 2,500,000 common shares will be held and released pursuant to the Company's original CPC Escrow Agreement. The Company's Board of Directors has been reconstituted and is now comprised of Messrs. Rasool Mohammad, Larry Johnson, Gordon Davidson and Douglas Turnbull. Mr. Mohammad will also assume the office of Chief Executive Officer, and Mr. Larry Johnson the office of Chief Financial Officer.

Comstock's principal property is referred to as the Corona Gold Property. For additional information regarding the Corona Gold Property, please see the Company's press release dated February 3, 2011, and the Technical Report identified below.

For further information, see the Company's Filing Statement dated July 25, 2011, which is available on SEDAR. The Company has also filed a Technical Report on the Corona Gold Property, entitled "Technical Report on the Corona Gold-Silver Property, Sierra Madre Occidental, State of Chihuahua, Mexico", which is also available on SEDAR.

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

  • Tectonic Minerals Corporation
    Rasool Mohammad
    Chief Executive Officer
    (604) 639-4533
    (604) 685-3765 (FAX)