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CSL.V Stock Symbol

2016

Comstock Announces Increase to Private Placement and Effective Date of Share Consolidation

NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES

Vancouver, BC – May 12, 2016 - Comstock Metals Ltd. (TSX-V: CSL) (“CSL” or the “Company”) is pleased to announce an increase to the non-brokered private placement financing, announced May 9, 2016, to CDN$1,100,000 (the ”Offering”).  The Company will have an option to increase the size of the financing by up to 20%.  The Company has also received the approval from the TSX Venture Exchange (the "Exchange") to its proposed consolidation of its common shares (each, a "Share") on the basis of five (5) pre-consolidation Shares for one (1) post-consolidation Share (the "Consolidation"). Effective at opening on May 16, 2016, the Company's Shares will commence trading on the Exchange on a consolidated basis under a new CUSIP number 205719206 and ISIN CA2057192064. The 87,296,421 Shares currently issued and outstanding will be reduced to 17,459,284 Shares upon the Consolidation. The Company's name and trading symbol will remain the same.

Comstock now intends to raise up to CDN$1,100,000 by issuing units and flow through shares, on a post-consolidated basis, as follows:

  • CDN$850,000 gross proceeds by issuing up to 7,083,333 units (“Units”) at a price of CAD$0.12 per Unit (the “Unit Offering”), subject to the above noted option to increase the size of the Unit Offering. Each Unit will consist of one common share and one non-transferable common share purchase warrant (a “Warrant”). Each whole Warrant will be exercisable into a common share of Comstock (a “Warrant Share”) for a period of 24 months from the closing date at an exercise price of $0.18 per Warrant Share.
  • CDN$250,000 gross proceeds by issuing up to 1,666,667 common shares on a flow-through basis (“FT Shares”), at a price of CDN$0.15 per FT Share (the “FT Offering”). Each FT Share will be issued on a “flow-through basis” (a “FT Share”) pursuant to the Income Tax Act (Canada). 

Details regarding the Warrant acceleration clause, closing and use of proceeds associated with the Offering remain unchanged from the Company’s May 9, 2016 News Release.

Letters of transmittal with respect to the Consolidation will be mailed to all registered shareholders requesting them to send their pre-consolidated share certificates with a properly executed letter of transmittal to the Company's transfer agent, Computershare Trust Company of Canada, in accordance with the instructions provided in the letter of transmittal, to receive post-consolidation share certificates.

No certificates representing fractional Shares will be issued in connection with the Consolidation and, in the event a shareholder would otherwise be entitled to receive a fractional Share in connection with the Consolidation, the number of Shares to be received by such shareholder shall be rounded to the nearest whole number of Shares and no cash amount shall be payable in respect of such fractional shares.

The Company will also be consolidating its outstanding options and warrants on a ratio of five (5) to one (1), with the result that each consolidated option and warrant will entitle the holder to acquire one Share at an exercise price of five (5) times its original exercise price. Pursuant to the terms of the outstanding options and warrants, the Company is not obligated to issue factional Shares upon exercise of any such options or warrants and, therefore, any Shares issuable post-consolidation upon the exercise of any outstanding options or warrants shall be rounded down to the nearest whole Share.  

About Comstock Metals Ltd.

Comstock Metals Ltd. is a mineral exploration company.  Its flagship 16,335 hectare QV Property is located in the White Gold district of the Yukon Territory, approximately 70 kilometres south of Dawson City.  To date, the Company has completed 3,400 metres of drilling in 17 drill holes which formed the basis for a maiden Inferred mineral resource totalling 4.4 million tonnes grading 1.65 g/t Au containing 230,000 ounces of gold at a 0.5 g/t Au cut-off (See July 8, 2014 News Release). The VG Deposit remains open in all directions and is proximal to other untested sub-parallel structures. The VG Zone has similar geology and style of mineralization to Kinross’s Golden Saddle deposit, located 11 kilometres to the south.  Additional promising targets exist on the QV Project, with potential for the discovery of significant intrusion related and/or orogenic gold mineralization.

Comstock also owns early stage uranium claims in the Patterson Lake area of Saskatchewan and has recently optioned out its Corona property in Mexico (see January 28, 2016 News Release).   

David A. Terry, Ph.D., P.Geo., a Qualified Person as defined by National Instrument 43-101, has reviewed and approved the scientific and technical disclosure in this news release.

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 Company. Such statements include statements regarding the anticipated timing of the trading on the Exchange on a consolidated basis. Information and statements which are not purely historical fact are forward-looking statements. 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 Company 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 financing. Although the Company 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 Company 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.

For more information about Comstock Metals Ltd., please go to www.comstock-metals.com or contact:

David A Terry, Ph.D., P.Geo.
President, CEO and Director
COMSTOCK METALS LTD.
Phone:  (604) 639-4533
Email: info@comstock-metals.com

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.

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