Blackrock Silver Corp. announced that the Company has closed its previously announced brokered private placement offering (the “Offering”) for aggregate gross proceeds of C$4,385,166 consisting of 11,851,800 units of the Company (“Units”) at a price of $0.37per Unit (the “OfferingPrice“).
Each Unit is comprised of one common share of the Company (“CommonShare”) and one-half of one (1/2) Common Share purchase warrant (“Warrant”) of the Company. Each whole Warrant entitles the holder thereof to acquire one Common Share at a price of $0.50 per Common Share until March 17, 2026.
All of the Units offered in the Offering were offered to purchasers pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions and are not subject to resale restrictions in Canada under applicable Canadian securities laws, except where required by the TSX Venture Exchange (“TSXV”).
The Offering was led by PI Financial Corp. and Red Cloud Securities Inc. as co-lead agents and joint book runners on behalf of a syndicate of agents including Canaccord Genuity Corp. and Research Capital Corporation (referred to collectively as the “Agents”). According to the company, in connection with the Offering, the Company paid to the Agents a cash commission of $263,109.96 and issued to the Agents 711,108 Common Share purchase warrants (the “Compensation Warrants”).
Each Compensation Warrant entitles the holder thereof to acquire one Common Share at a price per Common Share equal to the Offering Price until March 17, 2026. The Compensation Warrants and underlying Common Shares are subject to a four-month hold period ending on July 18, 2023.
Net Proceeds From Offering
The net proceeds raised from Offering will be used by the Company: (i) to fund the US$700,000 option payment due on April 2, 2023, in respect of the Company’s Tonopah West project; (ii) to fund the US$500,000 lease payment due on October 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.
Meanwhile, the participation of two directors of the Company in the Offering constituted a “related party transaction”, within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101”). The Company has relied 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 the related party participation in the Private Placement 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 involved the interested parties, exceeded 25% of the Company’s market capitalization (as determined under MI 61-101).
Meanwhile, the securities issued to the directors of the Company under the Offering are subject to a four-month hold period ending on July 18, 2023, in accordance with the policies of the TSXV. The Offering remains subject to final approval of the TSXV.
However, Blackrock noted that this news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities.
