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 holding period of four months and one day from the closing of the Offering.
The net proceeds from the Offering are intended to be used by the Company to finance exploration, permitting and pre-development activities for the Company’s Tonopah West project and for general working capital.
Andrew Pollard, President and Chief Executive Officer of Blackrock, 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 U.S. silver developer, the financing strengthens our balance sheet and allows us to aggressively advance exploration, pre-development and permitting initiatives.”
The Company may pay finders’ fees in connection with the Offering of up to 6% in cash and, as applicable, finders’ warrants (“Finder’s orders“) equal to up to 6% of the Units placed by the finder, with each Finder’s Warrant exercisable for one Common Share for a term of 2 years at a price of $1.50 per Common Share. Finder’s fees will be paid in accordance with applicable securities laws and policies of the TSX-V.
It is expected that a certain insider of the Company may acquire Units in the context of the Offering. Such participation will be considered 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 with respect to the participation of related parties in the Offering, as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the market value of the consideration for the transaction, to the extent that there are interested parties involved, 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 US Securities Act of 1933, as amended (the “US securities law“) or any U.S. state securities laws, and 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 any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any 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 metals-focused exploration and development company driven to add shareholder value. Backed by an experienced Board of Directors, the company focuses on its 100% controlled Nevada real estate portfolio consisting of low-sulfidation 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 about Blackrock Silver Corp. can be found on the website at www.blackrocksilver.com and by viewing his profile on SEDAR at www.sedarplus.ca.
Cautionary Statement Regarding Forward-Looking Statements and Information
This press release contains “forward-looking statements” and “forward-looking information” (collectively “forward-looking statements“) within the meaning of Canadian and U.S. securities laws, including the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements in this press release relate to, among other things: the expected subscriptions from the Offering, including the participation of various cornerstone investors therein; the net proceeds from the Offering and the intended use of the proceeds therefrom.
These forward-looking statements reflect the Company’s current views with respect to future events and are necessarily based on 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 the general economic and financial markets; accuracy of test results; geological interpretations of 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 qualities of target zones; the availability of skilled labor and the absence of labor-related disruptions to the Company’s operations; no unplanned delays or interruptions to planned activities; all necessary permits, licenses and regulatory approvals for activities are received in a timely manner; the ability to secure and maintain title and ownership of properties and 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 in this press release, and that the Company has made assumptions and estimates based on or relating 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 mineral property permits and titles; environmental and other regulatory risks; project cost overruns or unexpected costs and expenses; availability of funds; the inability to delineate potential quantities and qualities of the target zones based on historical data; general market, political, economic and industry conditions; and the factors identified under the heading “Risk 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 preparing such statements, although considered reasonable at the time of preparation, may prove to be inaccurate. 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 contained in this press 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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