Comstock Announces Non-Brokered Financing and Proposed Share Consolidation

VANCOUVER, Feb. 7, 2020 /CNW/ - Comstock Metals Ltd. (TSX-V: CSL) ("CSL" or the "Company") today announced a proposed 5 to 1 share consolidation and a proposed non-brokered private placement of up to 3,000,000 units (the "Units") priced, on a post-consolidated basis, at $0.10 per Unit for gross proceeds of up to $300,000 (the "Offering").

Private placement

The Units to be issued under the proposed Offering will consist of one common share of the Company and one common share purchase warrant (each whole warrant, a "Warrant"). The Warrants will be exercisable for a period of 36 months from closing at a post-consolidated exercise price of $0.12 for the first 12 months following closing and a post-consolidated exercise price of $0.15 for the final 24 months of their term.  Certain related parties of the Company may purchase Units under the Offering.

Share Consolidation

The Board of Directors of CSL believes that further equity financing is required in order for the Company to finance its current working capital requirements and for future business purposes. Given the current price of CSL's common shares a consolidation of such shares is required under TSX Venture Exchange policies.  The board of directors believes that a consolidation on the basis of 5 old shares of CSL for 1 new share of CSL will achieve such objectives.

The consolidation will be effective upon receipt of all the customary regulatory approvals. A further press release will be issued once such approvals are provided and the effective date of the consolidation is known.

About Comstock Metals Ltd.

Comstock Metals Ltd. is a diversified mineral exploration company advancing its wholly owned projects located in North America and holds several equity positions in companies with large mineral resources.

• 100% owned Preview SW Gold Project in Saskatchewan (43-101 Resource Stage)
• 100% earn in option on the Rawhide Cobalt-Silver Project in Ontario
• Joint Venture and equity investment with E3 Metals Corp. (TSX-V: ETMC), a petro-lithium
  company developing lithium extraction technology in Alberta. (43-101 Resource Stage)
• Equity investment in White Gold Corp. (TSX-V: WGO) developing its portfolio of properties
  located in the White Gold District of the Yukon (43-101 Resource Stage)

Cautionary Note Regarding Forward Looking Information

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. 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 forward-looking statements in this press release relate to the proposed financing and share consolidation.  There is no certainty that the financing or consolidation will be completed on the proposed terms or at all. 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.

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.

SOURCE Comstock Metals Ltd.

Please visit www.comstock-metals.com or contact: Steven H. Goldman, President, CEO and Director, COMSTOCK METALS LTD., Phone: [phone], Email: [email protected]