VANCOUVER, Sept. 1, 2017 /CNW/ - SJ Strategic
Investments, LLC, Gracetree Investments, LLC, Gregory Asset
Partners, LLC and the Gregory Irrevocable Equalizing Trust, acting
jointly (collectively the "Syndicate"), announced that they
have filed an early warning report in respect of an offer (the
"Offer") to Select Sands Corp. (TSX-V:SNS)
("Select Sands"). Pursuant to the Offer, the Syndicate
proposes to purchase 20,000,000 common shares (the "Offered
Shares") of Comstock Metals Ltd. (TSX-V:CSL) (the
"Issuer") that are directly or indirectly owned by Select
Sands (being all of the equity securities of the Issuer directly or
indirectly owned or controlled by Select Sands) at a price of
CDN$0.1475 per Offered Share, or an
aggregate of CDN$2,950,000, in each
case, subject to the terms and conditions of the Offer. The closing
of the purchase and sale of the Offered Shares is proposed in the
Offer to occur no later than September
15, 2017 (the "Proposed Transaction").
The Proposed Transaction is subject to Select Sands accepting
the Offer and customary closing conditions, including the entry
into of a share purchase agreement between the Syndicate and Select
Sands in a form reasonably acceptable to the Syndicate and
containing customary representations and warranties and other
provisions, and the increase in the size of the board of directors
of the Issuer to seven members and the appointment of two nominees
of the Syndicate to such board of directors.
The Syndicate beneficially owns and has control of 13,999,999
common shares of the Issuer (the "Shares"), as well as
warrants to acquire a further 11,999,999 Shares (the
"Warrants") as of the date hereof. These Shares represents
approximately 19.03% of the issued and outstanding Shares
(calculated on a non-diluted basis) or, assuming the exercise of
all such Warrants, approximately 35.34% of the issued and
outstanding Shares (calculated on a non-diluted basis). If the
Offer is accepted and the Proposed Transaction completed, the
Syndicate will beneficially own and have control of 33,999,999
Shares and 11,999,999 Warrants, which will represent approximately
46.21% of the issued and outstanding Shares (calculated on a
non-diluted basis) or, assuming the exercise of all such Warrants
held by the Syndicate, approximately 62.52% of the issued and
outstanding Shares (calculated on a non-diluted basis).
The Offered Shares are proposed to be acquired for
investment purposes only by the Syndicate. If the Offer is accepted
and the Proposed Transaction completed, the Syndicate's view
of the Issuer and investment may change, depending on market and
other conditions, or as future circumstances may dictate, from time
to time. The Syndicate, on an individual or joint basis, may
increase or dispose of some or all of their ownership in the Issuer
that it now holds or will hold or each may continue to hold its
current position.
This news release is being issued in accordance with National
Instrument 62-103 - The Early Warning System and Related Take-Over
Bid and Insider Reporting Issues in connection with the filing of
an early warning report dated September 1,
2017. A copy of the early warning report relating to the
Syndicate's acquisition of the Offered Shares will be available
under the Issuer's profile on the System for Electronic Document
Analysis and Review ("SEDAR") at www.sedar.com.
Forward Looking Statements:
This news release includes forward-looking information and
statements, which may include, but are not limited to, information
and statements regarding or inferring the future business,
operations, financial performance, prospects, and other plans,
intentions, expectations, estimates, and beliefs of the Syndicate.
Such statements include statements regarding the anticipated
acceptance of the Offer by Select Sands, closing of the
Proposed Transaction, the number of Offered Shares, the amount that
the Offered Shares may be purchased for and the completion of the
Proposed Transaction. Forward-looking information and statements
involve and are subject to assumptions and known and unknown risks,
uncertainties, and other factors which may cause actual events,
results, performance, or achievements of the Syndicate to be
materially different from future events, results, performance, and
achievements expressed or implied by forward-looking information
and statements herein. The assumptions on which the forward looking
statements contained herein rely include the ability to complete
the Proposed Transaction. Although the Syndicate believes that any
forward-looking information and statements herein are reasonable,
in light of the use of assumptions and the significant risks and
uncertainties inherent in such information and statements, there
can be no assurance that any such forward-looking information and
statements will prove to be accurate, and accordingly readers are
advised to rely on their own evaluation of such risks and
uncertainties and should not place undue reliance upon such
forward-looking information and statements. Any forward-looking
information and statements herein are made as of the date hereof,
and except as required by applicable laws, the Syndicate assumes no
obligation and disclaims any intention to update or revise any
forward-looking information and statements herein or to update the
reasons that actual events or results could or do differ from those
projected in any forward looking information and statements herein,
whether as a result of new information, future events or results,
or otherwise, except as required by applicable laws.
SOURCE SJ Strategic Investments LLC