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 December, 2019.
Commission File Number 001-38628
SILVERCREST METALS INC. |
(Translation of registrant's name into English) |
570 Granville Street, Suite 501 Vancouver, British Columbia V6C 3P1 Canada |
(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
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): [ ]
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): [ ]
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.
SILVERCREST METALS INC. |
Date: December 23, 2019 |
/s/ Anne Yong Anne Yong Chief Financial Officer |
INDEX TO EXHIBITS
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
December 18, 2019
Item 3. News Release
News Release dated December 18, 2019 was disseminated through Newsfile Corp.
Item 4. Summary of Material Change
The Company completed its prospectus offering announced on December 3, 2019 whereby the Company issued a total of 12,650,000 common shares at a price of C$7.28 per common share for gross proceeds of C$92,092,000, including exercise of the over-allotment option in full.
Item 5.1 Full Description of Material Change
The Company completed its prospectus offering announced on December 3, 2019 whereby the Company issued a total of 12,650,000 common shares at a price of C$7.28 per common share for gross proceeds of C$92,092,000, including exercise of the over-allotment option in full (the "Offering"). The Offering was led by National Bank Financial Inc., Desjardins Capital Markets and Scotiabank on behalf of a syndicate of underwriters that included Eight Capital, Canaccord Genuity Corp., PI Financial Corp., RBC Dominion Securities Inc., Cormark Securities Inc., BMO Capital Markets, Beacon Securities Limited and Roth Capital Partners, LLC.
The Company plans to use the net proceeds of the Offering for continued exploration and development of the Company's Las Chispas Project and for general working capital and administrative purposes.
To the knowledge of the Company, insiders of the Company purchased 84,400 common shares of the Company in the Offering. The participation of such insiders in the Offering constituted "related party transactions", within the meaning of Multilateral Instrument 61-101 ("MI 61-101"). The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61- 101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the related party participation in the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the interested parties, exceeded 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. The Company agreed to extend the time period during which SSR Mining must exercise such right to January 17, 2020 (45 days from the date that SilverCrest gave 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
December 20, 2019
SEC:53722-22\PHY-026495_1_1