(TheNewswire)
Coquitlam, BC - TheNewswire - December 3, 2021 - Canada Silver Cobalt WorksInc. (TSXV:CCW) (OTC:CCWOF) (Frankfurt:4T9B)(the " Company " or " Canada Silver Cobalt ") announces that ithas entered into an agreement with Research Capital Corporation to actas sole bookrunner and together with Canaccord Genuity Corp. asco-lead agents (together, the “ Agents ”), in connection with a marketedprivate placement offering (the “ Offering ”) foraggregate gross proceeds of up to $2,000,000 in a combination of: (i) flow-through common shares of the Company (the“ FT Shares ”) that will qualify as a “flow-through share” withinthe meaning of subsection 66(15) of the Income Tax Act (Canada) (the“ Tax Act ”), at a price of $0.23 per FT Share, and (ii) Quebec flow-through common shares of the Company (the“ QFT Shares ”) that will qualify as a“flow-through share” within the meaning of subsection 66(15) ofthe Tax Act and section 359.1 of the Taxation Act (Québec), at a price of $0.24 per QFT Share.
The Agents will have an option (the “ Agents’ Option ”)to offer for sale up to an additional 15% of the number of FT Sharesand/or QFT Shares sold in the Offering at the Offering Price, whichAgents’ Option is exercisable, in whole or in part, at any time upto 48 hours prior to the closing of the Offering.
The proceeds from the issue and sale of the FT Sharesand QFT Shares will be used to incur Canadian Exploration Expenses and“flow-through mining expenditures” as defined in subsection 127(9)of the Tax Act and under section 359.1 of the Taxation Act (Quebec) (the " Qualifying Expenditures ") on the Company’s Castle property and Graalproperty , which will be incurred on or beforeDecember 31, 2022 and renounced with an effective date no later thanDecember 31, 2021 to the initial purchasers of FT Shares and QFTShares in an aggregate amount not less than the gross proceeds raisedfrom the Offering of FT Shares and QFT Shares. If the QualifyingExpenditures are reduced by the Canada Revenue Agency, the Companywill indemnify each FT Share and QFT Share subscriber for anyadditional taxes payable by such subscriber as a result of theCompany’s failure to renounce the Qualifying Expenditures asagreed.
The Offering is scheduled to close on or about the weekof December 20, 2021, orsuch earlier or later date as agreed upon between the Company and theAgents (the “ Closing ”) and is subject to certainconditions including, but not limited to, the receipt of all necessaryapprovals including the approval of the TSX Venture Exchange. The FTShare and QFT Share to be issued under the Offering will have a holdperiod of four months and one day from Closing.
In connection with the Offering, the Agents willreceive an aggregate fee equal to 7.0% of the gross proceeds from theOffering, including in respect of any exercise of the Agents’Option. In addition, the Company will grant the Agents, on date ofClosing, non-transferable compensation warrants (the “ Compensation Warrants ”) equal to 7.0% of the total number of FT Shares and/orQFT Shares sold under the Offering (including in respect of anyexercise of the Agents’ Option). Each Compensation Warrant willentitle the holder thereof to purchase one common share of the Companyat an exercise price equal to $0.24 for a period of 24 monthsfollowing the Closing.
The securities to be issued under the Offering will beoffered by way of private placement in each of the provinces ofCanada, and such other jurisdictions as may be determined by theCompany, in each case, pursuant to applicable exemptions from theprospectus requirements under applicable securities laws.
The securities being offered have not been, nor willthey be, registered under the United States Securities Act of 1933 , as amended, and such securities may not be offered or soldwithin the United States or to, or for the account or benefit of, U.S.persons absent registration or an applicable exemption from U.S.registration requirements and applicable U.S. state securitieslaws.
About Canada Silver Cobalt WorksInc.
Canada Silver Cobalt Works Inc. recently discovered amajor high-grade silver vein system at Castle East located 1.5 km fromits 100%-owned, past-producing Castle Mine near Gowganda in theprolific and world-class silver-cobalt mining district of NorthernOntario. This discovery has the highest silver resource grade in theworld, with recent drill intercepts of up to 89,853 grams/tonne silver(2,621 oz/ton Ag). A drill program is underwayto expand the size of the deposit with an update to the resourceestimate scheduled for Q1 2022.
In May 2020, based on a small initial drill program,the Company published the region’s first 43-101 resource estimatethat contained a total of 7.56 million ounces of silver in Inferredresources, comprising very high-grade silver (8,582 grams per tonneun-cut or 250.2 oz/ton) in 27,400 tonnes of material from two sections(1A and 1B) of the Castle East Robinson Zone, beginning at a verticaldepth of approximately 400 meters. Note that mineral resources thatare not mineral reserves do not have demonstrated economic viability.Please refer to Canada Silver Cobalt Works Press Release May 28, 2020,for the resource estimate. Report reference: Rachidi, M. 2020, NI43-101 Technical Report Mineral Resource Estimate for Castle East,Robinson Zone, Ontario, Canada, with an effective date of May 28,2020, and a signature date of July 13, 2020.
Canada Silver Cobalt’s flagship silver-cobalt Castlemine and 78 sq. km Castle Property feature strong exploration upsidefor silver, cobalt, nickel, gold, and copper. With underground accessat the fully owned Castle Mine, an exceptional high-grade silverdiscovery at Castle East, a pilot plant to produce cobalt-rich gravityconcentrates on site, a processing facility (TTL Laboratories) in thetown of Cobalt, and a proprietary hydrometallurgical process known asRe-2Ox (for the creation of technical-grade cobalt sulphate as well asnickel-manganese-cobalt (NMC) formulations), Canada Silver Cobalt isstrategically positioned to become a Canadian leader in thesilver-cobalt space. More information atwww.canadasilvercobaltworks.com.
“Frank J. Basa”
Frank J. Basa, P. Eng.
Chief Executive Officer
For further information, contact:
Frank J. Basa, P.Eng.
Chief Executive Officer
416-625-2342
Neither the TSX Venture Exchange norits Regulation Service Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.
Caution RegardingForward-Looking Statements
This news release may containforward-looking statements which include, but are not limited to,comments regarding the Offering and comments that involve other futureevents and conditions, which are subject to various risks anduncertainties. Except for statements of historical facts, commentsthat address the Offering, resource potential, upcoming work programs,geological interpretations, receipt and security of mineral propertytitles, future financings, availability of funds, and others areforward-looking. Forward-looking statements are not guarantees offuture performance and actual results may vary materially from thosestatements. No assurance can be given that the Offering will close onthe terms and conditions set out in this news release or at all.General business conditions are factors that could cause actualresults to vary materially from forward-looking statements. A detaileddiscussion of the risk factors encountered by Canada Silver Cobalt isavailable in the Company’s Annual Information Form dated July 19,2021 for the fiscal year ended December 31, 2020 available under theCompany’s profile on SEDAR at www.sedar.com .
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