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CSL.V Stock Symbol


Comstock Closes Final Tranche of Private Placement
New Private Placement

August 24, 2012. Comstock Metals Ltd. (TSX-V: CSL) ("Comstock" or the "Company") is pleased to announce that it has closed the third and final tranche of its non-brokered private placement announced on June 29 and July 30, 2012, for gross proceeds of $1,365,450.

The three tranches of the private placement raised gross proceeds of $2,996,050 through the sale of 1,450,000 Flow-Through Units ("FT Units") at a price of $0.20 per FT Unit for gross proceeds of $290,000, and 18,040,331 Non Flow-Through Units ("NFT Units") at a price of $0.15 per NFT Unit for gross proceeds of $2,706,050. Each FT Unit was comprised of one flow-through common share and one-half of a warrant, a whole warrant (a "Warrant") being exercisable to purchase a non flow-through common share for a period of five years at a price of $0.30 if exercised in the first or second year, $0.40 in the third year, $0.50 in the fourth year and $0.60 in the fifth year, subject to accelerated expiry on the occurrence of certain events. Each NFT Unit was comprised of one non flow-through common share and a full Warrant.

The third tranche consisted of 275,000 FT Units and 8,736,331 NFT Units. Comstock paid aggregate finder fees of $47,663 and 293,600 Finder Warrants to Canaccord Genuity Corp., Haywood Securities Inc. and PI Financial Corp.for the third tranche. Each Finder Warrant is exercisable to purchase a non-flow through common share for a period of two years at a price of $0.15. All securities issued in the third tranche are subject to a hold period expiring on December 21, 2012.

Comstock also announces that it will be conducting a new non-brokered private placement of up to 8,000,000 Units at a price of $0.25 per Unit for aggregate gross proceeds of up to $2,000,000. Each Unit will be comprised of one common share and one-half of a non-transferable warrant, a whole warrant being exercisable to purchase a common share for a period of two years after closing at a price of $0.45, subject to acceleration on the occurrence of certain events. Comstock may pay finder's fees in connection with the private placement, subject to compliance with the policies of the TSX Venture Exchange (the "Exchange"). Completion of the private placement and the payment of the finder's fees remain subject to the approval of the Exchange.

About Comstock Metals Ltd.

Comstock Metals is focused on two principal projects: the QV Property in the Yukon Territory, and the Corona Property in Mexico. The QV Property lies within an area of 494 claims covering 10,374 hectares (25,634 acres) within the prolific White Gold District in the Yukon Territory about 70 kilometres south of Dawson City that were optioned from Shawn Ryan, a Yukon-based prospector responsible for the discovery of two of the prominent gold discoveries in the White Gold district: Kinross Gold's 1.5 million ounce Golden Saddle deposit and Kaminak Gold's Coffee projects.

The Company has also earned a 60% interest in the Corona Property in Mexico and can earn an additional 15% interest from Golden Goliath Resources (GNG) to hold a 75% interest by completing a positive bankable feasibility study by December 31, 2017. Comstock's Corona Gold-Silver project is located in the prolific Sierra Madre Occidentale in Chihuahua, Mexico. The Company completed a drill program in the spring of 2012. The drill program discovered two new zones of gold and silver mineralization. Please refer to the website at for details. Previous reverse circulation drilling identified both bulk tonnage and high-grade vein type gold/silver targets, some of which the Company plans to diamond drill. For the Corona Gold Silver Project location, please visit the following link:

To learn more, please visit the Company’s website at:

For further information, contact Rasool Mohammad or Larry Johnson at 604-639-4533.


Rasool Mohammad, B.Sc. (Mining)
President & CEO
Phone: 604 – 639 - 4533

Neither 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.

This press release does not constitute an offer to sell or 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 a U.S. Person unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Disclaimer for Forward Looking Information

This news release includes forward looking statements that are subject to assumptions, risks and uncertainties. Statements in this news release which are not purely historical are forward looking statements, including without limitation any statements concerning the Company's intentions, plans, estimates, expectations or beliefs regarding the future. Although the Company believes that any forward looking statements in this news release are reasonable, there can be no assurance that any such forward looking statements will prove to be accurate. The Company cautions readers that all forward looking statements, including without limitation those relating to the Company's future operations and business prospects, are based on assumptions none of which can be assured, and are subject to certain risks and uncertainties that could cause actual events or results to differ materially from those indicated in the forward looking statements. Readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance on forward looking statements.

Any forward looking statements are made as of the date of this news release, and the Company assumes no obligation to update the forward looking statements, or to update the reasons why actual events or results could or do differ from those projected in the forward looking statements. The Company assumes no obligation to update any forward looking statements, whether as a result of new information, future events or otherwise.

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