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 $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" within the 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) of the 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 Shares and/or QFT Shares 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 proceeds from the issue and sale of the FT Shares and 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 Graal property , which will be incurred on or before December 31, 2022 and renounced with an effective date no later than December 31, 2021 to the initial purchasers of FT Shares and QFT Shares in an aggregate amount not less than the gross proceeds raised from the Offering of FT Shares and QFT Shares. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each FT Share and QFT Share 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 December 20, 2021, 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 Share and QFT Share 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. 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 FT Shares and/or QFT Shares sold under the Offering (including in respect of any exercise of the Agents' Option). Each Compensation Warrant will entitle the holder thereof to purchase one common share of the Company at an exercise price equal to $0.24 for a period of 24 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.
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
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 may contain forward-looking statements which include, but are not limited to, comments regarding the Offering and comments that involve other future events and conditions, which are subject to various risks and uncertainties. Except for statements of historical facts, comments that address the Offering, resource potential, upcoming work programs, geological interpretations, receipt and security of mineral property titles, future financings, availability of funds, and others are forward-looking. Forward-looking statements are not guarantees of future performance and actual results may vary materially from those statements. No assurance can be given that the Offering will close on the terms and conditions set out in this news release or at all. General business conditions are factors that could cause actual results to vary materially from forward-looking statements. A detailed discussion of the risk factors encountered by Canada Silver Cobalt is available in the Company's Annual Information Form dated July 19, 2021 for the fiscal year ended December 31, 2020 available under the Company's profile on SEDAR at www.sedar.com .
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