NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, Aug. 04, 2022 (GLOBE NEWSWIRE) —( ) (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.
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 & CEO
Phone: 604 817-6044
Email: [email protected]
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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