Blackrock Silver Corp. (TSXV: BRC,OTC:BKRRF) (OTCQX: BKRRF) (FSE: AHZ0) (‘Blackrock’ or the ‘Company’) is pleased to announce a non-brokered private placement (the ‘Offering’) of up to 13,636,363 units (the ‘Units’) at a price of C$1.10 per Unit for gross proceeds of up to C$15,000,000. Each Unit will be comprised of one common share of the Company (each, a ‘Common Share’) and one-half of one Common Share purchase warrant (each whole warrant, a ‘Warrant’). Each Warrant will entitle the holder thereof to acquire one Common Share at a price of C$1.50 per Common Share for a period of two years from the closing date of the Offering. The Company expects that two cornerstone investors will purchase all or substantially all of the Units to be issued under the Offering.
The Offering 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 ‘TSX-V‘). All securities to be issued in connection with the Offering will have a hold period of four months and one day from the closing of the Offering.
The net proceeds of the Offering are intended to be used by the Company to fund exploration, permitting and pre-development activities on the Company’s Tonopah West project and for general working capital.
Andrew Pollard, Blackrock’s President and Chief Executive Officer, commented: ‘The $15 million investment from two strategic buyers, including one of our largest shareholders and a new cornerstone investor, demonstrates strong alignment around our vision for Tonopah West. As an emerging American silver developer, the funding strengthens our balance sheet and enables us to advance aggressively on exploration, pre-development, and permitting initiatives.’
The Company may pay finder’s fees in connection with the Offering of up to 6% in cash and, for those applicable, finder’s warrants (‘Finder’s Warrants‘) equal to up to 6% of such Units placed by the finder, each Finder’s Warrant exercisable for one Common Share for a 2 year term at a price of $1.50 per Common Share. The finder’s fees shall be paid in accordance with applicable securities laws and the policies of the TSX-V.
It is anticipated that a certain insider of the Company may acquire Units under the Offering. Such participation will be considered to be a ‘related party transaction’ within the meaning of TSX-V 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).
The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the ‘U.S. Securities Act‘) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Blackrock Silver Corp.
Backed by gold and silver ounces in the ground, Blackrock is a junior precious metal focused exploration and development company driven to add shareholder value. Anchored by a seasoned Board of Directors, the Company is focused on its 100% 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.
Additional information on Blackrock Silver Corp. can be found on its website at www.blackrocksilver.com and by reviewing its profile on SEDAR at www.sedarplus.ca.
Cautionary Note Regarding Forward-Looking Statements and Information
This news release contains ‘forward-looking statements’ and ‘forward-looking information’ (collectively, ‘forward-looking statements‘) within the meaning of Canadian and United States securities legislation, including the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements in this news release relate to, among other things: the expected subscriptions from the Offering, including the participation of several cornerstone investors therein; net proceeds from the Offering and the intended use of proceeds therefrom.
These forward-looking statements reflect the Company’s current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by the Company, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies. These assumptions include, among other things: conditions in general economic and financial markets; accuracy of assay results; geological interpretations from drilling results, timing and amount of capital expenditures; performance of available laboratory and other related services; future operating costs; the historical basis for current estimates of potential quantities and grades of target zones; the availability of skilled labour and no labour related disruptions at any of the Company’s operations; no unplanned delays or interruptions in scheduled activities; all necessary permits, licenses and regulatory approvals for operations are received in a timely manner; the ability to secure and maintain title and ownership to properties and the surface rights necessary for operations; and the Company’s ability to comply with environmental, health and safety laws. The foregoing list of assumptions is not exhaustive.
The Company cautions the reader that forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements contained in this news release and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: the timing and content of work programs; results of exploration activities and development of mineral properties; the interpretation and uncertainties of drilling results and other geological data; receipt, maintenance and security of permits and mineral property titles; environmental and other regulatory risks; project costs overruns or unanticipated costs and expenses; availability of funds; failure to delineate potential quantities and grades of the target zones based on historical data; general market, political, economic and industry conditions; and those factors identified under the caption ‘Risks Factors’ in the Company’s most recent Annual Information Form.
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.
For Further Information, Contact:
Andrew Pollard
President and Chief Executive Officer
(604) 817-6044
info@blackrocksilver.com
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