UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2020.
Commission File Number 001-38628
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SILVERCREST METALS INC. |
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(Translation of registrant's name into English) |
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570 Granville Street, Suite 501 Vancouver, British Columbia V6C 3P1 Canada |
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(Address of principal executive offices) |
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F
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Form 20-F |
[ ] |
Form 40-F |
[X] |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
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Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders. |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
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Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SILVERCREST METALS INC. |
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Date: March 11, 2020 |
/s/ Anne Yong Anne Yong Chief Financial Officer |
INDEX TO EXHIBITS
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Form 51-102F3
Material Change Report
Item 1. Name and Address of Company
SilverCrest Metals Inc. (the "Company" or "SilverCrest")
Suite 501, 570 Granville Street
Vancouver, British Columbia
V6C 3P1 Canada
Item 2. Date of Material Change
March 11, 2020
Item 3. News Release
News Release dated March 11, 2020 was disseminated through GlobeNewswire.
Item 4. Summary of Material Change
The Company entered into an agreement with a syndicate of underwriters led by National Bank Financial Inc., Eight Capital Corp. and Scotia Capital Inc., pursuant to which the underwriters have agreed to purchase, on a bought-deal basis, 9,100,000 common shares of the Company at a price of C$8.25 per share for aggregate gross proceeds to the Company of C$75,075,000.
Item 5.1 Full Description of Material Change
The Company entered into an agreement with a syndicate of underwriters (the "Underwriters") led by National Bank Financial Inc., Eight Capital Corp. and Scotia Capital Inc., pursuant to which the Underwriters have agreed to purchase, on a bought-deal basis, 9,100,000 common shares of the Company ("Shares") at a price of C$8.25 per Share for aggregate gross proceeds to the Company of C$75,075,000 (the "Offering").
The Underwriters have been granted an option (the "Over-Allotment Option"), exercisable in whole or in part, at any time within 30 days following the closing of the Offering, to purchase from the Company up to an additional 15% of the Shares offered under the Offering.
The Company will pay the Underwriters a cash commission of 5% of the gross proceeds of the Offering, including any proceeds realized on exercise of the Over-Allotment Option, subject to reduced commission of 2.5% on maximum proceeds of up to C$3,000,000 from the President's List of subscribers.
The Company intends to use the net proceeds of the Offering for the continued exploration and development of the Company's Las Chispas Project and for general working capital and administrative purposes.
The Offering is expected to close on or about April 3, 2020 and is subject to a number of conditions, including receipt of all necessary securities regulatory approvals and the approval of the Toronto Stock Exchange and NYSE American.
The Offering is being made pursuant to a short form prospectus to be filed in each of the provinces of Canada (other than Quebec) and may be offered by way of private placement in the United States. The Offering may be also sold in such other jurisdictions as the Company and the Underwriters may agree.
In the event that related parties of the Company acquire Shares under the Offering, such participation would be considered to be "related party transactions" within the meaning of Multilateral Instrument 61-101 ("MI 61-101"). The Company intends to rely on the exemptions from the formal valuation and minority approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of any related party participation on the basis that neither the aggregate fair market value of the Shares to be distributed to nor the consideration to be paid by related parties will exceed 25% of the Company's market capitalization as determined under MI 61-101.
Pursuant to an agreement between the Company and SSR Mining Inc. ("SSR Mining") dated November 28, 2018 (see news release dated November 29, 2018), SSR Mining has a right to maintain its pro rata ownership interest of up to 9.9% of the outstanding shares of SilverCrest. SSR Mining must exercise such right within two business days from the date that SilverCrest gives SSR Mining notice of the Offering.
Item 5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7. Omitted Information
Not applicable.
Item 8. Executive Officer
Anne Yong, Chief Financial Officer
Telephone: (604) 694-1730
Item 9. Date of Report
March 11, 2020
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