Blackrock arranges $7.91M marketed private placement
2023-03-03 10:11 ET – News Release
Mr. Andrew Pollard reports
BLACKROCK SILVER ANNOUNCES PRIVATE PLACEMENT FOR A MINIMUM OF $4.0 MILLION AND UP TO $7.9 MILLION
Blackrock Silver Corp. has entered into an agreement with PI Financial Corp. and Red Cloud Securities Inc., as co-lead agents and joint book runners on behalf of a syndicate of agents, in connection with a marketed best-efforts private placement of up to 21.4 million units, at a price of 37 cents per unit, to raise aggregate gross proceeds of up to $7,918,000, subject to a minimum offering of 10.9 million units for aggregate gross proceeds of $4,033,000.
Each unit shall be composed of one common share of the company and one-half of one common share purchase warrant of the company. Each whole warrant shall entitle the holder thereof to acquire one additional common share at a price of 50 cents per common share for a period of three years from the closing date of the offering.
The gross proceeds raised from offering will be used: (i) to finance the $700,000 (U.S.) option payment due on April 2, 2023, in respect of the company’s Tonopah West project; (ii) to finance the $500,000 (U.S.) lease payment due on Oct. 27, 2023, in respect of the company’s Silver Cloud project; (iii) for exploration of the company’s portfolio of silver and gold projects in Nevada; and (iv) for working capital and general corporate purposes.
All of the units offered in the offering shall be offered to purchasers pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 — Prospectus Exemptions, and will not be subject to resale restrictions in Canada under applicable Canadian securities laws.
The offering is anticipated to close on or about March 14, 2023, or such later date as the company may determine. The closing is subject to certain conditions including, but not limited to, completion of the minimum offering and the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.
The company has agreed to pay the agents a cash commission equal to 6 per cent of the gross proceeds from the offering and to issue the agent warrants equal to 6 per cent of the aggregate number of units issued under the offering. The compensation warrants will be exercisable into common shares at a price per common share equal to the offering price for a period of three years from the closing date.
The company has filed a Form 45-106F19 offering document with the securities commissions or similar regulatory authorities in each of the provinces of Canada (other than Quebec). The disclosure document can be accessed under the company’s profile at SEDAR and at the company’s website. Prospective investors should read the disclosure document before making an investment decision.
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 and Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions 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 per cent of the company’s market capitalization (as determined under MI 61-101).
About Blackrock Silver Corp.
Backed by gold and silver ounces in the ground, Blackrock is a junior precious-metal-focused exploration company driven to add shareholder value through the drill bit. With 2.97 million tonnes grading 446 grams per tonne (g/t) silver equivalent (AgEq) at its Tonopah West project, and a new bonanza-grade gold discovery at Silver Cloud, the company has a proven record of exploration success. In addition to its gold and silver project portfolio, the company is credited with a lithium discovery, the Tonopah North project, which is under option to a major lithium exploration group. Anchored by a seasoned board, the company is focused on its 100-per-cent-controlled Nevada portfolio of properties consisting of low-sulphidation, epithermal gold and silver mineralization located along the established Northern Nevada Rift in north-central Nevada and the Walker Lane trend in western Nevada.
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