Walcott Announces Closing of Brokered Private Placement and Announces DTC Eligibility for its Common Shares
Walcott Resources Ltd.
1315 Moody Avenue
North Vancouver, British Columbia, Canada
V7L 3T5
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Walcott Announces Closing of Brokered Private Placement and
Announces DTC Eligibility for its Common Shares
Vancouver, British Columbia (September 18, 2020) - Walcott Resources Ltd. (CSE: WAL) (the
"Company" or "Walcott") is pleased to announce, further to its press release dated August 13, 2020, that
it has closed a brokered private placement (the “Private Placement”) consisting of the issuance of
11,463,000 common shares of the Company (the “Common Shares”) at a price of $0.25 per Common Share
for gross proceeds of $2,865,750. Mackie Research Capital Corporation (the “Agent”) acted as lead agent
for the Offering, pursuant to an agency agreement dated September 18, 2020 (the “Agency Agreement”).
Under the Agency Agreement, the Company paid to the Agent and members of the Agent’s selling group
(collectively, the “Agents”) (i) a commission equal to $143,320 and 573,280 compensation warrants (each,
a “Compensation Warrant”); (ii) an advisory fee equal to $10,731 and 40,880 Compensation Warrants;
(iii) a corporate finance fee of $26,250 (inclusive of applicable taxes); and (iv) expenses and legal fees of the
Agents. Each Compensation Warrant entitles the holder to acquire one Common Share at an exercise price
of $0.25 per Common Share until September 18, 2022.
The Company intends to use the net proceeds from the Private Placement for exploration activities on the
Company’s Cobalt Hill coppergold‐cobalt property, completion of the proposed acquisition of 1256714 B.C.
Ltd. and exploration of the acquired silver projects and for general working capital purposes. All of the
securities issued in connection with the Private Placement are subject to a statutory four-month hold expiring
on January 19, 2021.
Marshall Farris, the CEO and a director of the Company subscribed for 80,000 Common Shares under the
Private Placement. As a result, the Private Placement is a related party transaction (as defined under
Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-
101”)). The Company relied upon section 5.5(a) and 5.7(a) as neither the fair market value of the subject
matter of, nor the fair market value of the consideration for the Private Placement, insofar as it involves
interested parties, exceeds 25% of the Company’s market capitalization (calculated in accordance with MI
61-101).
DTC Eligibility
The Company is pleased to announce it has received a US trading symbol from FINRA. The Company
currently trades under the symbol “WALRF” in the over the counter market (Pink Sheets) and is submitting
an application for the OTCQB®, a Venture Market operated by OTC Markets Group that is designed for early-
stage and developing US and international companies.
The Company’s common shares are now eligible for electronic clearing and settlement through the Depository
Trust Company (“ DTC”) in the United States. DTC is a subsidiary of the Depository Trust & Clearing
Corporation, a U.S. company that manages the electronic clearing and settlement of publicly traded
companies. Securities that are eligible to be electronically cleared and settled through DTC are considered to
be “DTC eligible”. DTC eligibility is expected to simplify the process of trading and enhance liquidity of the
Company's common shares in the United States.
The Company will continue to trade on the Canadian Stock Exchange under “WAL” as well as on the
Frankfurt Stock Exchange under “WR2”.
The Company also wishes to clarify certain disclosure contained in its press release dated September 11,
2020. In the section entitled “About Walcott Resources Ltd.”, the Company inadvertently indicated that the
Company had closed the acquisition of certain prospective silver-zinc projects located in Australia (the
“Proposed Acquisition”). Further details in respect of t he Proposed Acquisition can be found in the
Company’s press release of August 13, 2020. The Company confirms that the Proposed Acquisition has not
yet been completed. The Proposed Acquisition is scheduled to be completed in the coming weeks and the
Company will disseminate a further press release upon closing. Completion of the Proposed Acquisition
remains subject to certain closing conditions and there can be no guarantees that the Proposed Acquisition
will be completed as contemplated or at all.
About Walcott Resources Ltd.
Walcott is a British Columbia based Company involved in the acquisition and exploration of mineral
properties in Canada. The Company holds an option to acquire a 100% undivided interest, subject to a 1.5%
NSR on all base, rare earth elements and precious metals, in the Cobalt Hill copper-gold-cobalt property (the
"Property"), consisting of eight mineral claims covering an area of approximately 1,727.43 hectares located
in the Trail Creek Mining Division in the Province of British Columbia, Canada.
Additionally, the Company has recently entered into an agreement to acquire a 60% interest in a company
that indirectly holds a 100% interest (subject to a 2% NSR) in two prospective silver-zinc projects in
Australia, being the Tyr Silver Project and the Century South Silver-Zinc Project (see press release dated
August 13, 2020).
The Company’s objective is to explore and develop the Cobalt Hill Property as well as the silver-zinc projects
in Australia if/when the acquisition is completed.
On behalf of the board of directors,
Marshall Farris, Chief Executive Officer
Email: [email protected]
This press release includes "forward-looking information" that is subject to a number of assumptions, risks
and uncertainties, many of which are beyond the control of the Company. Forward-looking statements may
include but are not limited to, statements relating to the trading of the Company's common shares on the
Exchange and the Company's use of proceeds and are subject to all of the risks and uncertainties normally
incident to such events. Investors are cautioned that any such statements are not guarantees of future events
and that actual events or developments may differ materially from those projected in the forward-looking
statements. Such forward-looking statements represent management's best judgment based on information
currently available.
No securities regulatory authority has either approved or disapproved of the contents of this news release.
The Common Shares have not been, nor will they be, registered under the United States Securities Act of
1933, as amended, or any state securities laws, and may not be offered or sold in the United States, or to or
for the account or benefit of any person in the United States, absent registration or an applicable exemption
from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of
an offer to buy any common shares in the United States, or in any other jurisdiction in which such offer,
solicitation or sale would be unlawful. We seek safe harbour.
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of
the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this news release.