Comet Announces Final Closing FOR Additional Proceeds of $588,991, and a Total of a Private Placement of $2.58 Million
COMET ANNOUNCES FINAL CLOSING FOR
ADDITIONAL PROCEEDS OF $588,991, AND A
TOTAL OF A PRIVATE PLACEMENT OF $2.58
MILLION
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
/
ROUYN-NORANDA, QC
,
Dec. 21, 2023
/CNW/ - Comet Lithium Corporation (TSXV: CLIC) ) (FSE:
8QY) ("
Comet Lithium
" or the "
Corporation
") is pleased to announce that it has held a second and
final closing of a non-brokered private placement (the "
Private Placement
") in which it issued
1,048,000 common shares (the "
Shares
") at a price of
$0.50
per Share, and 76,461 "flow-through"
common shares (the "
Flow-Through Shares
") at a price of
$0.85
per Flow-Through Share, for
aggregate gross proceeds to Comet Lithium of
$588,991.85
.
Comet Lithium will use the net proceeds from the sales of the Shares for general and administrative
purposes and for exploring the Corporation's mining properties and will use the net proceeds from
the sales of the Flow-Through Shares for exploring the Corporation's mining properties the located in
the provinces of Québec, with a focus on its 100%-owned Liberty and Troilus lithium properties.
"The completion of this financing marks another great milestone for Comet Lithium as we are now
well positioned to move our 2024 exploration plans forward. We look forward to receiving the results
from our gravity survey, as we move towards the drilling phase at our Liberty Property", commented
Vincent Metcalfe
, Executive Chairman.
As previously announced, following a first closing of the private placement held on
December 18,
2023
, Comet Lithium issued 1,673,000 Shares as well as 1,356,836 Flow-Through Shares for
aggregate gross proceeds to Comet Lithium of
$1,989,810.60
. As a result of the second closing,
Comet Lithium issued a total of 2,721,000 Shares and 1,433,297 Flow-Through Shares in the
Private Placement for aggregate gross proceeds of
$2,578,802.45
from the Private Placement of
the Shares and Flow-Through Shares.
As a result of the second and final closing, there are 24,728,990 common shares of Comet Lithium
issued and outstanding. Under applicable securities legislation and the policies of the TSX Venture
Exchange, the securities issued at the second closing are subject to a four-month hold period
expiring on
April 21, 2024
.
In connection with the second and final closing of the Private Placement, Comet Lithium paid a cash
commission to Argonaut Securities PTY Limited in an amount of
$6,930
, which represents 7% of the
gross proceeds raised through such securities dealer.
Related Party Transactions
Two officers, one of which is also a director of the Comet Lithium, and one director of Comet Lithium
(collectively, the "Insiders") purchased indirectly, an aggregate of 150,000 Shares for a total
consideration of
$75,000
, as follows: (i)
Vincent Metcalfe
, the Executive Chair of the Board of the
Director of the Corporation, purchased 100,000 Shares at a price of
$0.50
per Share (representing
approximately 0.40% of the issued and outstanding common shares of the Corporation following the
closing of the Private Placement); (ii)
Vincent Cardin-Tremblay
, the Vice President, Exploration of
the Corporation, purchased 20,000 Shares at a price
$0.50
per Share (representing approximately
0.08% of the issued and outstanding common shares of the Corporation following the closing of the
Private Placement); and (iii) Sébastien Bellefleur, a director of the Corporation, purchased 30,000
Shares at a price
$0.50
per Share (representing approximately 0.12% of the issued and outstanding
common shares of the Corporation following the closing of the Private Placement).
Immediately after the closing of the Private Placement, (i) Mr. Metcalfe owned, directly and
indirectly, 183,000 common shares of the Corporation; (ii) Mr. Cardin-Tremblay owned, directly and
indirectly, 32,500 common shares of the Corporation; and (iii) Mr. Bellefleur owned, directly 30,000
common shares of the Corporation, 66,425 stock options and 25,000 deferred share units of the
Corporation. Messrs. Metcalfe and Cardin-Tremblay are two of the three officers and directors of
Nomad Resource Partners Inc. ("
Nomad Resource Partners
"), a company that owns 1,850,000
common shares of the Corporation. The ultimate control of Nomad Resource Partners is shared
equally among Vincent Metcalfe,
Vincent Cardin-Tremblay
and
Joseph de la Plante
through their
respective family trusts. No individual director of Resource Partners exercises control or direction
over the common shares of Comet Lithium.
Each of the Insiders is considered a "related party" and an "insider" of the Corporation for the
purposes of applicable securities laws and stock exchange rules. The subscription and issuance of
Shares to each of the Insiders constitute a related party transaction, but is exempt from the formal
valuation and minority approval requirements of Multilateral Instrument 61-101 -
Protection of
Minority Security Holders in Special Transactions
("
MI 61-101
") as the Corporation's securities are
not listed on any stock exchange identified in Section 5.5(b) of MI 61-101 and neither the fair market
value of the Shares issued to each of the Insiders, nor the fair market value of the subscription of
each Insider under the Private Placement, exceeds 25% of the Corporation's market capitalization.
The Corporation did not file a material change report with respect to the participation of the Insiders
at least 21 days prior to the closing of the Private Placement as the Insiders participation was not
determined at that time.
Messrs. Metcalfe and Bellefleur, each of whom is a director of the Corporation (collectively, the
"
Non-Independent Directors
"), have disclosed their interest to the Board of the Directors of the
Corporation pursuant to Section 120 of the
Canada Business Corporations Act
to the effect that
they may participate in the Private Placement and subscribe to Shares. The terms of the Private
Placement and the agreements relating thereto were submitted to and unanimously approved by
way of a resolution adopted by all the directors of the Corporation other than the Non-Independent
Directors. The Non-Independent Directors did not vote on the resolution to approve the Private
Placement and the agreements relating thereto. The remaining directors determined that the Private
Placement was in the best interest of the Corporation.
About Comet Lithium Corporation
Comet Lithium is a dynamic lithium-focused exploration company active in the prolific
James Bay
District of
Quebec
. Comet Lithium's flagship asset is its 100%-owned Liberty Property contiguous to
Winsome Resources' Adina deposit, a growing high-grade discovery. Comet Lithium is advancing
Liberty to first-ever drilling.
Forward-Looking Statements
This news release contains statements that may constitute "forward-looking information" within the
meaning of applicable Canadian securities legislation. Forward-looking information may include,
among others, statements regarding the future plans, costs, objectives or performance of Comet
Lithium, or the assumptions underlying any of the foregoing. In this news release, words such as
"may", "would", "could", "will", "likely", "believe", "expect", "anticipate", "intend", "plan", "estimate"
and similar words and the negative form thereof are used to identify forward-looking statements.
Forward-looking statements should not be read as guarantees of future performance or results, and
will not necessarily be accurate indications of whether, or the times at or by which, such future
performance will be achieved. No assurance can be given that any events anticipated by the
forward-looking information will transpire or occur, including the results of any exploration program
on the Corporation's mining properties. Forward-looking information is based on information available
at the time and/or management's good-faith belief with respect to future events and are subject to
known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which
are beyond Comet Lithium's control. These risks, uncertainties and assumptions include, but are not
limited to the risks, uncertainties and assumptions described under "Financial Instruments" and "Risk
and Uncertainties" in Comet Lithium's Annual Report for the fiscal year ended
December 31, 2022
, a
copy of which is available on SEDAR+ at
www.sedarplus.ca
, and could cause actual events or
results to differ materially from those projected in any forward-looking statements. Comet Lithium
does not intend, nor does it undertake any obligation, to update or revise any forward-looking
information contained in this news release to reflect subsequent information, events or
circumstances or otherwise, except if required by applicable laws.
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
the release.
SOURCE
Comet Lithium Corp.
View original content:
http://www.newswire.ca/en/releases/archive/December2023/21/c8601.html
%SEDAR: 00035962E
For further information:
Comet Lithium Corporation: Vincent Metcalfe, Executive Chairman,
[email protected]; Mansoor Jan, Interim President & CEO, [email protected]; 147
Québec Avenue (back door), Rouyn-Noranda, Québec, J9X 6M8, Email: [email protected],
Website: CometLithium.com
CO: Comet Lithium Corp.
CNW 07:00e 21-DEC-23