Blackrock Silver Announces $5 Million Private Placement
04 August 2022 - 10:04PM
Blackrock Silver Corp. (TSX-V: BRC) (the “
Company”
or “
Blackrock”) is pleased to announce that the
Company has entered into an agreement with PI Financial Corp. and
Red Cloud Securities Inc. as co-lead agents and joint bookrunners
on behalf of a syndicate of agents (referred to collectively as the
“
Agents”) in connection with a marketed “best
efforts” private placement of up to 10,000,000 units (the
“
Units”) at a price of C$0.50 per Unit (the
“
Offering Price”) to raise gross proceeds of up to
C$5,000,000 (the “
Offering”).
Each Unit shall consist of one common share (a
“Common Share”) and one half of one common share
purchase warrant (each whole warrant, a
“Warrant”). Each Warrant shall be exercisable into
one Common Share at an exercise price of C$0.75 for a period of 36
months from the Closing Date.
The Company has granted the Agents an option
(the “Agents’ Option”) to offer up to an
additional 15% of the Offering, on the same terms of the Offering.
The Agents’ Option may be exercisable to acquire Units, Shares
and/or Warrants or any combination thereof, in whole or in part, by
written notice to the Company up to 48 hours prior to the Closing
Date of the Offering.
The gross proceeds raised from Offering will be
used for exploration of the Company’s portfolio of silver and gold
projects in Nevada, and for general working capital.
The Offering is expected to close on or about
August 30, 2022, and is subject to a number of closing conditions
including, but not limited to, the receipt of all necessary
regulatory approvals, including the approval of the TSX Venture
Exchange. The securities issued under the Offering will be subject
to a four month hold period from the date of issue in accordance
with applicable securities laws.
In consideration for their services, the Company
has agreed to pay the Agents a cash commission equal to 6.0% of the
gross proceeds from the Offering and to issue the Agents warrants
(“Compensation Warrants”) equal to 6.0% of the
aggregate number of Units issued under the Offering (including
Units issued upon the exercise of the Agents’ Option). The
Compensation Warrants will be exercisable into Common Shares at a
price per Common Share equal to the Offering Price for a period of
36 months from the closing of the Offering.
It is anticipated that certain directors,
officers and other insiders of the Company may acquire Units under
the Offering. Such participation will be considered to be “related
party transactions” within the meaning of TSX Venture Exchange
Policy 5.9 (the “Policy”) and Multilateral
Instrument 61-101-Protection of Minority Security Holders in
Special Transactions (“MI 61-101”)
adopted in the Policy. The Company intends to rely on the
exemptions from the formal valuation and minority shareholder
approval requirements of MI 61-101 contained in
sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of
related party participation in the Offering as neither the fair
market value (as determined under MI 61-101) of the subject
matter of, nor the fair market value of the consideration for, the
transaction, insofar as it involves interested parties, is expected
to exceed 25% of the Company’s market capitalization (as determined
under MI 61-101).
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
in the United States. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”) or any state
securities laws and may not be offered or sold within the United
States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available.
About Blackrock Silver
Corp.
Blackrock is a junior precious metals focused
exploration company that is on a quest to make an economic
discovery. Anchored by a seasoned Board, the Company is focused on
its Nevada portfolio of properties consisting of low-sulphidation
epithermal gold & silver projects located along the established
Northern Nevada Rift in north-central Nevada and the Walker Lane
trend in western Nevada.
For further information, please contact:Andrew
Pollard, President & CEOBlackrock Silver Corp.Phone: 604
817-6044Email: andrew@blackrocksilver.com
Forward Looking Statements
This news release contains “forward-looking
statements” within the meaning of Canadian securities legislation.
Such forward‑looking statements concern expected subscriptions and
closing of the Offering and the intended use of proceeds. Such
forward‑looking statements or information are based on a number of
assumptions, which may prove to be incorrect. Assumptions have been
made regarding, among other things: conditions in general economic
and financial markets; timing and amount of capital expenditures;
and effects of regulation by governmental agencies. The actual
results could differ materially from those anticipated in these
forward‑looking statements as a result of risk factors, including:
the availability of funds; the timing and content of work programs;
results of exploration activities of mineral properties; the
interpretation of drilling results and other geological data; and
general market and industry conditions. Forward-looking statements
are based on the expectations and opinions of the Company’s
management on the date the statements are made. The assumptions
used in the preparation of such statements, although considered
reasonable at the time of preparation, may prove to be imprecise
and, as such, readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
the statements were made. The Company undertakes no obligation to
update or revise any forward-looking statements included in this
news release if these beliefs, estimates and opinions or other
circumstances should change, except as otherwise required by
applicable law.
Neither the 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.
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