CALGARY, ALBERTA - CMX Gold & Silver Corp. (CSE:CXC; OTC:CXXMF) ("CMX" or the "Company") announces closing of a non-brokered private placement of secured convertible debentures ("Debentures") aggregating $184,500. The Debentures are due March 31, 2027, bear interest at 10% per annum and are convertible into common shares of the Company at $0.125 per share. Debentures were issued for $105,317 cash and Debentures for $79,183 were issued in settlement of existing debt and accrued interest. A total of $85,000 of Debentures were issued to a director and two spouses of officers of CMX, and a private company owned by a director of CMX. After the Company's common shares close at a price of $0.20 or more per share for 5 consecutive trading days on the Canadian Securities Exchange, CMX has the option to force conversion of the principal amount of the Debentures. During the term of the Debentures the holders have the right to participate in any future financings by converting the Debentures on the same terms of such financing. The Company has reserved 1,476,000 common shares for issuance on conversion of the Debentures.
Related parties of the Company acquired Debentures that, when converted, an aggregate of 680,000 common shares would be issued. The purchase constituted a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Such purchase is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the common shares that would be acquired by the related parties, nor the consideration for the common shares paid by such related parties, exceed 25% of the Company's market capitalization. As required by MI 61-101, the Company advises that it expects to file a material change report relating to the private placement less than 21 days before closing the placement, which is necessary to complete the transaction in an expeditious manner and is reasonable in the circumstances.
The proceeds of the private placement aggregating $184,500 will be used to settle debt and for general corporate expenses, including costs for the annual audit of CMX's 2024 financial statements.
About CMX
CMX's 100%-owned Clayton Silver Property is located in the mining-friendly State of Idaho, USA. The property comprises approximately 684 acres in Custer County in south-central Idaho, including the former Clayton silver-lead-zinc mine. The Clayton Mine was developed on eight levels to a depth of 1,100 feet below surface and is comprised of approximately 19,690 feet of underground development. Two major ore bodies were partially mined: the "South Ore Body" and the "North Ore Body".
The Clayton property's significant potential is demonstrated in hole 1501-A, drilled in the mid-1960's, which penetrated the mineralized zone at 1,425 feet. At that depth, the hole intercepted 22 feet of 4.07 oz Ag/t, 5.75% lead and 5.37% zinc (note: true width is unknown). The recorded production from the Clayton Mine included 7,031,110 oz silver, 86,771,527 lbs lead, 28,172,211 lbs zinc, 1,664,177 lbs copper, and minor amounts of gold from an estimated 2,145,652 tonnes of ore mined between 1934 and 1985 (Hillman, Bob, M.S. Thesis, June 26, 1986, Eastern Washington University).
The Company is planning work programs in 2025 and extending over the next several years to assess the resource potential within the structures related to the previously mined sections and to expand the search to determine the potential for other mineralized zones in adjacent structures. This will entail detailed geophysical work and multiple drill programs. CMX has concluded that very little geophysics was done on the property historically.