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CSL.V Stock Symbol

2017

Comstock Announces Results of Annual General Meeting and Closing of Private Placement Raising Approximately $2.65 Million

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

Vancouver, BC – February 27, 2017 - Comstock Metals Ltd. (TSX-V: CSL) (“Comstock” or the “Company”) is pleased to announce that at its Annual General Meeting of Shareholders held on Monday February 27, 2017, incumbent directors David Terry, Doug Turnbull, Steven Goldman and Rasool Mohammad were re-elected to the Board of Directors of the Company, and Ken Kuchling and Jeffrey Gregory were elected as new directors. At the Meeting, Shareholders also approved the number of directors, approved and ratified the Company's stock option plan, and re-appointed Dale Matheson Carr-Hilton LaBonte LLP, Chartered Accountants, as auditor of the Company.

The Company is also pleased to announce that it has closed its previously announced non-brokered private of units ("Units") and flow-through units ("FT Units").  Pursuant to the offering the Company issued a total of 13,344,157 Units and 3,563,900 FT Units raising aggregate gross proceeds of $2,643,125.65.

New Directors:

President and CEO David Terry stated “"I am very pleased to have Ken Kuchling and Jefferson Gregory join the board of directors of Comstock. Their vast experience and knowledge will be instrumental in assisting the Company as it moves forward.”

Ken Kuchling:

Mr. Kuchling brings with him over 35 years’ experience in mine engineering, mining operations and consulting across a variety of commodities including precious metals, base metals, bauxite, iron ore, tungsten, molybdenum as well as diamonds and potash.  Throughout his consulting career he has had direct involvement in scoping and feasibility studies, project management, 43-101 technical reports, economic modelling, mine design, and environmental permitting.  Mr Kuchling has project experience working in various regions in Canada, Alaska, Mexico, Panama, Argentina, Suriname, Russia, South Korea, Italy, Spain, and Senegal.  He was involved in the design stage and environmental permitting of the Diavik Diamond Project in the Northwest Territories and has experience with tropical to Arctic mining conditions.

Mr. Kuchling is a mining engineering graduate from McGill University and holds a Masters of Mine Engineering from University of British Columbia.  He is also a member of Professional Engineers Ontario (PEO) and currently lives in Toronto Ontario.

Jefferson Gregory

Mr. Gregory is a businessman and investor specializing in the pharmaceutical sector.  Throughout his career he has been involved in founding and operating a number successful companies, including NYSE-listed King Pharmaceuticals, Inc. between 1993 and 2004 and Graceway Pharmaceuticals LLC from 2006-2011.   Mr. Gregory is the listed inventor on numerous awarded USPTO patents and he serves, or has served, as a member of the Board of Directors of multiple pharmaceutical, academic and charity organizations. Mr. Gregory or his transactions in the pharmaceutical industry have won numerous business awards and have been featured on multiple occasions in, among others, The Wall Street Journal, Forbes Magazine, Smart Money Magazine, Business Week, and CNBC.  His strategies and methods have been taught as case studies at The Wharton School at The University of Pennsylvania.  

Mr. Gregory graduated from the University of Maryland in 1979 with a BS degree in Pharmacy and from the University of Maryland in 1985 with a Juris Doctorate Degree. He also holds an honorary Doctor of Laws degree conferred upon him by King University, TN.

Private Placement Closing

Each Unit was issued at a price $0.15 and consists of one common share in the capital of the Company (a "Share") and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase one additional common share of the Company (a " Share") at an exercise price of $0.20 per Share for a period of 24 months from the Closing Date.  Each FT Unit was issued at a price $0.18 and consists of one flow-through common share in the capital of the Company (a "FT Share") and one-half of one common share purchase warrant (each whole warrant a "FT Warrant"). Each FT Warrant entitles the holder thereof to purchase one additional non flow-through common share of the Company (a "Share") at an exercise price of $0.20 per Share for a period of 24 months from the Closing Date.

The Warrants and FT Warrants include an acceleration clause, whereby, if the weighted average trading price of the Company's common shares on the TSX Venture Exchange (or such other exchange on which the common shares may trade) is at a price equal to or greater than $0.40 for a period of 20 consecutive trading days, the Company will have the right to accelerate the expiry date of the Warrants and FT Warrants.   If the Company exercises such right, it will give written notice to the holders of the Warrants and FT Warrants that such warrants will expire 30 days from the date of notice to the warrant holders.  Such notice by the Company to the holders of the Warrants and FT Warrants may not be given until 4 months and one day after the Closing Date.

In connection with the closing of the financing, the Company paid finders an aggregate commission of $58,318.81 and issued an aggregate of 352,898 compensation options.  Each compensation option entitles the holder thereof to acquire one Unit at a price of $0.15 per Unit for a period of 24 months from the Closing Date.

The Company will use the gross proceeds of the offering of FT Units for eligible exploration expenditures, which will constitute “Canadian Exploration Expenses” (“CEE”) that are “Flow-Through mining expenditures”, as defined in the Income Tax Act (Canada) which can be renounced to purchasers of the FT Units for the 2017 taxation year in the aggregate amount of not less than the total amount of the gross proceeds raised from the flow-through offering.  The CEE shall be incurred no later than December 31, 2018.  The proceeds from the offering of Units will be used to fund exploration on the Company’s mineral properties and for general working capital.

The securities issued under the offerings have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

The securities issued in this financing are subject to a hold period that expires on June 28, 2017.

About Comstock Metals Ltd.
Comstock Metals Ltd. is a Canadian-focussed mineral exploration company with two 100% owned resource-stage gold projects.

  • QV Property Gold Project, Yukon: Its +16,335 hectare QV Property is located in the White Gold district of the Yukon Territory, approximately 70 kilometres south of Dawson City and 44 kilometres northeast of the Coffee project of Goldcorp Inc., which it acquired through an acquisition of Kaminak Gold Corporation. To date, the Company has completed 3,400 metres of core 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 gold containing 230,000 ounces of gold at a 0.5 g/t gold cut-off (See Comstock's news release dated July 8, 2014). The VG deposit remains open to expansion 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. The infrastructure associated with the development of the Coffee project, including upgrading and completion of the mine access road, will benefit all projects in the district, including the QV Property.
  • Preview SW Gold Project, Saskatchewan: The Company’s road accessible Preview SW gold project is located 40 km north of La Ronge, Saskatchewan and 80 km southwest of Silver Standard Resources Inc.'s Seabee gold mine.  The main Preview SW deposit hosts a NI 43-101 Resource Estimate (see Comstock's news release dated September 14, 2016) which includes Indicated resources containing 158,300 ounces of gold (2.61 million tonnes grading 1.89 g/t Au) and Inferred resources containing 270,800 ounces of gold (5.70 million tonnes grading 1.48 g/t Au), both based on a 0.50 g/t Au cut-off grade. The main Preview SW deposit is comprised of several sub-parallel northeast-trending gold-bearing quartz-sulphide mineralized structural zones, 500 m in strike length and totalling 150 m in width.  Preliminary metallurgical test work indicates total gold recovery in concentrates ranged from 90% to 93%. In addition, there are six additional known gold zones on the 853 ha property with only limited drilling. At the Preview North zone, located 2.6 km northeast of the Preview SW deposit, drill hole PR13-163 intersected: 17.98 g/t Au over 5.71 m starting at 10 m below surface, 5.96 g/t Au over 5.66 m starting at 19 m below surface and, 1.88 g/t Au over 21.26 m starting at 29 m below surface.  There has been insufficient drilling at the Preview North zone to determine the attitude of the reported mineralized intervals and, therefore, the above mineralized intersections may not represent true widths.  No drilling has been carried out for over 600 m to the south of this hole.  

Additional Assets: Comstock also owns the early stage Old Cabin gold project in Ontario and uranium claims in the Patterson Lake area of Saskatchewan and has optioned out its Corona property in Mexico (see Comstock's news release dated January 28, 2016).

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 use of proceeds resulting from the financing. 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 proposed 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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