Canada Silver Cobalt Announces $5 Million Marketed Private Placement of Units and Flow-Through Units
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 it has entered into an agreement with Research Capital Corporation to act as sole bookrunner and together with Canaccord Genuity Corp. as co-lead agents (together, the « Agents« ), in connection with a marketed private placement offering (the « Offering« ) for aggregate gross proceeds of up to $5,000,000 in a combination of: (i) units of the Company (the « Units« ) at a price of $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) Quebec flow-through units of the Company (the « QFT Units« ) at a price of $0.29 per QFT Unit.
Each Unit will consist of one common share of the Company (a « Common Share« ) and one common share purchase warrant (a « Warrant« ). Each FT Unit will consist of one flow-through Common Share (a « FT Share« ) that will qualify as a « flow-through share » within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the « Tax Act ») and one Warrant. Each QFT Unit will consist of one Quebec flow-through Common Share (a « QFT Share« ) that will qualify as a « flow-through share » within the meaning of subsection 66(15) of the Tax Act and section 359.1 of the Taxation Act (Quebec)) and one Warrant.Each Warrant shall entitle the holder thereof to purchase one Common Share (a « Warrant Share« ) at an exercise price of $0.32 per Warrant Share at any time 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, FT Units and/or QFT Units sold in the Offering at the Offering Price, which Agents’ Option is exercisable, in whole or in part, at any time up to 48 hours prior to the closing of the Offering.
The net proceeds from the sale of Units will be used for continued exploration activities, and for working capital and general corporate purposes. The gross proceeds from the issue and sale of the FT Units and QFT Units 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 Graal property, which will be incurred on or before December 31, 2022 and renounced with an effective date no later than December 31, 2022 to the initial purchasers of FT Units and QFT Units in an aggregate amount not less than the gross proceeds raised from the Offering of FT Units and QFT Units. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each FT Unit and QFT Unit subscriber for any additional taxes payable by such subscriber as a result of the Company’s failure to renounce the Qualifying Expenditures as agreed.
The Offering is scheduled to close on or about the week of April 13, 2022, or such earlier or later date as agreed upon between the Company and the Agents (the « Closing« ) and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. The FT Unit and QFT Unit to be issued under the Offering will have a hold period of four months and one day from Closing.
In connection with the Offering, the Agents will receive an aggregate fee equal to 7.0% of the gross proceeds from the Offering (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 the Agents, on date of Closing, non-transferable compensation warrants (the « Compensation Warrants« ) equal to 7.0% of the total number of Units, FT Units and/or QFT Units sold under the Offering (including in respect of any exercise of the Agents’ Option), subject to a reduction for certain orders on a « president’s list ». Each Compensation Warrant will entitle the holder thereof to purchase one Unit at an exercise price equal to $0.25 for a period of 36 months following the Closing.
The securities to be issued under the Offering will be offered by way of private placement in each of the provinces of Canada, and such other jurisdictions as may be determined by the Company, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within 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 securities laws.
About Canada Silver Cobalt Works Inc.
Canada Silver Cobalt Works Inc. recently discovered a major high-grade silver vein system at Castle East located 1.5 km from its 100%-owned, past-producing Castle Mine near Gowganda in the prolific and world-class silver-cobalt mining district of Northern Ontario. This discovery has the highest silver resource grade in the world, 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 of the deposit with an update to the resource estimate scheduled for Q1 2022.
In May 2020, based on a small initial drill program, the Company published the region’s first 43-101 resource estimate that contained a total of 7.56 million ounces of silver in Inferred resources, comprising very high-grade silver (8,582 grams per tonne un-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 vertical depth of approximately 400 meters. Note that mineral resources that are 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, NI 43-101 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 in Northern Quebec where it is currently drilling and the prospective 1,000-hectare Eby-Otto gold property close to Agnico Eagle’s high-grade Macassa Mine near Kirkland Lake, Ontario where it will be exploring in 2022.
Canada Silver Cobalt’s flagship silver-cobalt Castle mine and 78 sq. km Castle Property feature strong exploration upside for silver, cobalt, nickel, gold, and copper. With underground access at the fully owned Castle Mine, an exceptional high-grade silver discovery at Castle East, a pilot plant to produce cobalt-rich gravity concentrates on site, a processing facility (TTL Laboratories) in the town of Cobalt, and a proprietary hydrometallurgical process known as Re-2Ox (for the creation of technical-grade cobalt sulphate as well as nickel-manganese-cobalt (NMC) formulations), Canada Silver Cobalt is strategically positioned to become a Canadian leader in the silver-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 nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Caution Regarding Forward-Looking Statements
This news release contains « forward-looking information » within the meaning of applicable Canadian securities legislation. « Forward-looking information » includes, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, including the expectation that the Offering will close in the timeframe and on the terms as anticipated by management. Generally, but not always, forward-looking information and statements can be identified by the use of words such as « plans », « expects », « is expected », « budget », « scheduled », « estimates », « forecasts », « intends », « anticipates », or « believes » or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results « may », « could », « would », « might » or « will be taken », « occur » or « be achieved » or the negative connation thereof.
Such forward-looking information and statements are based on numerous assumptions, including among others, that the Company will complete Offering in the timeframe and on the terms as anticipated by management. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.
Important factors that could cause actual results to differ materially from the Company’s plans or expectations include risks relating to the failure to complete the Offering in the timeframe and on the terms as anticipated by management, market conditions and timeliness regulatory approvals. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.
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