/NOT FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
ROUYN-NORANDA, QC, Dec. 23,
2024 /CNW/ - Comet Lithium Corporation (TSXV: CLIC)
("Comet Lithium" or the "Corporation") is pleased to
announce that it has held a closing of a non-brokered private
placement (the "Private Placement") in which it issued
3,202,419 "flow-through" common shares (the "Flow-Through
Shares") at a price of $0.26 per
Flow-Through Share, for aggregate gross proceeds to Comet Lithium
of $832,629.
Comet Lithium will use the proceeds from the sales of the
Flow-Through Shares on its mining properties in Québec, and on
other critical mineral prospective properties that it may acquire.
It's properties or interest in properties currently include: the
Liberty, Mercator, Monarch, Elmer
East, Galli, Pontax, Sacred Banana, Triple Lithium, Troilus
East, Ducran and Veronneau. The Corporation may also acquire
interest in critical mineral focused properties.
In connection with the closing of the Private Placement, Comet
Lithium paid cash commissions to Canaccord Genuity Corp. in an
amount of $2,548, which represents 7%
of the gross proceeds raised through such securities dealer.
As a result of the closing of the Private Placement, there are
29,710,953 common shares of Comet Lithium issued and outstanding.
Under applicable securities legislation, the securities issued in
the Private Placement are subject to a four-month hold period,
expiring on April 21, 2025.
Related Party Transactions
Three officers, one of which is also a director of the Comet
Lithium (collectively, the "Insiders") purchased, an
aggregate of 400,000 Flow-Through Shares for a total consideration
of $104,000, as follows: (i)
Vincent Metcalfe, the President,
Chief Executive officer and a director of the Corporation,
purchased 200,000 Flow-Through Shares at a price of $0.26 per Share (representing approximately 0,67%
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 100,000 Flow-Through
Shares at a price $0.26 per
Flow-Through Share (representing approximately 0.34% of the issued
and outstanding common shares of the Corporation following the
closing of the Private Placement); and (iii) Sébastien Bellefleur,
the Corporate Secretary of the Corporation, purchased 100,000
Flow-Through Shares at a price $0.26
per Flow-Through Shares (representing approximately 0.34% 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, 545,000 common shares of
the Corporation, 225,000 stock options and 60,000 restricted share
units of the Corporation; (ii) Mr. Cardin-Tremblay owned, directly
and indirectly, 145,000 common shares of the Corporation, 225,000
stock options and 60,000 restricted share units of the Corporation;
and (iii) Mr. Bellefleur owned, directly 130,000 common shares of
the Corporation, 161,783 stock options and 80,000 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 Flow-Through 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 Flow-Through 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.
Mr. Metcalfe, who is a director of the Corporation, has
disclosed his interest to the Board of the Directors of the
Corporation pursuant to Section 120 of the Canada Business
Corporations Act to the effect that he may participate in the
Private Placement and subscribe to Flow-Through 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 Mr.
Metcalfe. Mr. Metcalfe 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 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 lithium deposit, a growing high-grade lithium
discovery. The second prospective asset within Comet Lithium's
portfolio of assets is the large Troilus East Property contiguous
to Troilus Gold's Troilus deposit, a large multi million-ounce
gold-copper deposit, which recently reached feasibility stage.
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 additional closings
of the Private Placement and results of any exploration program on
the Company 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, 2023, 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.
Website: CometLithium.com
SOURCE Comet Lithium Corp.