(TheNewswire)
Coquitlam, BC – TheNewswire- March 17, 2022 - Canada Silver Cobalt Works Inc. (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 $5,000,000 in a combination of:(i) units of the Company (the “ Units ”) at a priceof $0.25 per Unit, (ii) flow-through units of the Company (the“ FT Units ”) at a price of $0.27 per FT Unit, and (iii) Quebecflow-through units of the Company (the “ QFT Units ”) at aprice of $0.29 per QFT Unit.
Each Unit will consist of one common share of theCompany (a “ CommonShare ”) and one common share purchase warrant(a “ Warrant ”). Each FT Unit will consist of one flow-through CommonShare (a “ FTShare ”) that will qualify as a “flow-throughshare” within the meaning of subsection 66(15) of the Income Tax Act(Canada) (the “Tax Act”) and one Warrant. Each QFT Unit willconsist of one Quebec flow-through Common Share (a “ QFT Share ”) thatwill qualify as a “flow-through share” within the meaning ofsubsection 66(15) of the Tax Act and section 359.1 of the Taxation Act(Québec)) and one Warrant. Each Warrant shallentitle the holder thereof to purchase one Common Share (a“ Warrant Share ”) at an exercise price of $0.32 per Warrant Share at anytime up to 36 months following the closing of the Offering.
The Agents will have an option (the “ Agents’ Option ”)to offer for sale up to an additional 15% of the number of Units, FTUnits and/or QFT Units sold in the Offering at the Offering Price,which Agents’ Option is exercisable, in whole or in part, at anytime up to 48 hours prior to the closing of the Offering.
The net proceeds from the sale of Units will be usedfor continued exploration activities, and for working capital andgeneral corporate purposes. The gross proceeds from the issue and saleof the FT Units and QFT Units will be used to incur CanadianExploration Expenses and “flow-through mining expenditures” asdefined in subsection 127(9) of the Tax Act and under section 359.1of the TaxationAct (Quebec) (the " Qualifying Expenditures ") on the Company’s Castle property and Graalproperty, which will be incurred on or before December 31, 2022 andrenounced with an effective date no later than December 31, 2022 tothe initial purchasers of FT Units and QFT Units in an aggregateamount not less than the gross proceeds raised from the Offering of FTUnits and QFT Units. If the Qualifying Expenditures are reduced by theCanada Revenue Agency, the Company will indemnify each FT Unit and QFTUnit subscriber for any additional taxes payable by such subscriber asa result of the Company’s failure to renounce the QualifyingExpenditures as agreed.
The Offering is scheduled to close on or about the weekof April 13, 2022, or such earlier or later date as agreed uponbetween the Company and the Agents (the “ Closing ”) and issubject to certain conditions including, but not limited to, thereceipt of all necessary approvals including the approval of the TSXVenture Exchange. The FT Unit and QFT Unit to be issued under theOffering will have a hold period of four months and one day fromClosing.
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), subject to a reduction for certain orders on a“president’s list”. In addition, the Company will grant theAgents, on date of Closing, non-transferable compensation warrants(the “ CompensationWarrants ”) equal to 7.0% of the total numberof Units, FT Units and/or QFT Units sold under the Offering (includingin respect of any exercise of the Agents’ Option), subject to areduction for certain orders on a “president’s list”. EachCompensation Warrant will entitle the holder thereof to purchase oneUnit at an exercise price equal to $0.25 for a period of 36 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 anapplicable exemption from U.S. registration requirements andapplicable U.S. state securities laws.
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 underway to expand the size ofthe deposit with an update to the resource estimate scheduled for Q12022.
In May 2020, based on a small initial drill program,the Company published the region's first 43-101 resource estimate thatcontained 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.
The Company also has 14 battery metals properties inNorthern Quebec where it is currently drilling and the prospective1,000-hectare Eby-Otto gold property close to Agnico Eagle'shigh-grade Macassa Mine near Kirkland Lake, Ontario where it will beexploring in 2022.
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 at www.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 contains“forward-looking information” within the meaning of applicableCanadian securities legislation. “Forward-looking information”includes, but is not limited to, statements with respect to theactivities, events or developments that the Company expects oranticipates will or may occur in the future, including the expectationthat the Offering will close in the timeframe and on the terms asanticipated by management. Generally, but not always, forward-lookinginformation and statements can be identified by the use of words suchas “plans”, “expects”, “is expected”, “budget”,“scheduled”, “estimates”, “forecasts”, “intends”,“anticipates”, or “believes” or the negative connotationthereof or variations of such words and phrases or state that certainactions, events or results “may”, “could”, “would”,“might” or “will be taken”, “occur” or “be achieved”or the negative connation thereof.
Such forward-looking information andstatements are based on numerous assumptions, including among others,that the Company will complete Offering in the timeframe and on theterms as anticipated by management. Although the assumptions made bythe Company in providing forward-looking information or makingforward-looking statements are considered reasonable by management atthe time, there can be no assurance that such assumptions will proveto be accurate and actual results and future events could differmaterially from those anticipated in such statements.
Important factors that could causeactual results to differ materially from the Company’s plans orexpectations include risks relating to the failure to complete theOffering in the timeframe and on the terms as anticipated bymanagement, market conditions and timeliness regulatory approvals. Although the Company has attempted to identify important factorsthat could cause actual results to differ materially from thosecontained in the forward-looking information or implied byforward-looking information, there may be other factors that causeresults not to be as anticipated, estimated or intended. There can beno assurance that forward-looking information and statements willprove to be accurate, as actual results and future events could differmaterially from those anticipated, estimated or intended. Accordingly,readers should not place undue reliance on forward-looking statementsor information.
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