THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia – December 15, 2021 – Nevada Lithium Resources Inc. (CSE: NVLH; FSE: 87K) (“Nevada Lithium” or the “Company”) is pleased to announce that it has closed the second tranche of its previously announced private placement offering of special warrants of the Company (the “Special Warrants”), pursuant to which the Company issued 4,341,446 Special Warrants at a price of $0.45 per Special Warrant, for aggregate gross proceeds of approximately $1.95 million (the “Second Tranche”). The aggregate gross proceeds to the Company, comprised of approximately $3.56 million pursuant to the first tranche (with the Second Tranche, the “Offering”) and $1.95 million pursuant to the Second Tranche, are approximately $5.51 million.
The Offering was led by Research Capital Corporation as lead agent and sole bookrunner, on behalf of a syndicate, including Echelon Wealth Partners Inc. (together, the “Agents”). In connection with the Offering, PowerOne Capital Markets Limited (“PowerOne”) acted as finder to the Company.
From the net proceeds of the Offering, the company has made a $2 million USD payment to Iconic Minerals Ltd. (TSXV: ICM) (“Iconic”), which increases the Company’s aggregate ownership interest in the Bonnie Claire Project to 50%. The remaining net proceeds of the Offering will be used for working capital purposes.
“We are excited to announce our exercise of the third and final option on Bonnie Claire, resulting in our holding 50% of the interest in what we believe is one of the most attractive global lithium deposits remaining in junior developers’ hands. We now look forward to negotiating the Joint Venture Agreement with our Iconic partner that will govern the future development of Bonnie Claire ” said Nevada Lithium CEO, Stephen Rentschler.
Each Special Warrant is exercisable into one unit of the Company (each, a “Unit”), with each Unit consisting of one common share of the Company (a “Common Share”) and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Common Share (each, a “Warrant Share”) at an exercise price of $0.75 per Warrant Share, for a period of 24 months after the closing of the Offering (the “Closing”). The Warrants are subject to an acceleration clause whereby, if the trading price of the Shares is equal to or greater than $1.10 for a period of 10 consecutive trading days on the Canadian Securities Exchange, the Company may reduce the remaining exercise period applicable to the Warrants to not less than 30 days from the date of such notice.
Each Special Warrant shall automatically exercise, for no additional consideration, into Units on the date (the “Automatic Exercise Date”) that is the earlier of: (i) as soon as reasonably practical, but in any event, no later than the date that is the third business day following the date on which the Company obtains a receipt from the applicable securities regulatory authorities in each of the provinces of Canada, other than Quebec, in which the Special Warrants are sold (the “Securities Commissions”) for a (final) prospectus qualifying distribution of the Units underlying the Special Warrants (the “Qualifying Prospectus”), and (ii) the date that is 120 days after (and not including) the Closing Date (the “Qualification Date”).
The Company will use its commercially reasonable efforts to obtain a receipt from the Securities Commissions for the Qualifying Prospectus within 120 days of the Closing Date (not including the Closing Date), provided, however, that there is no assurance that a Qualifying Prospectus will be filed or that a receipt therefor will be issued by the Securities Commissions prior to the Qualification Date.
Notwithstanding the foregoing, in the event the Company has not received a receipt from the Securities Commissions for the Qualifying Prospectus before the Qualification Date, each unexercised Special Warrant will thereafter entitle its holder to receive, upon the exercise thereof, for no additional consideration, one-and-one-tenth (1.10) Units (instead of one Unit).
The Agents received an aggregate cash commission equal to 6.0% of the gross proceeds from the Offering, being $49,518.00. In addition, the Company granted the Agents compensation options (the “Compensation Options”) equal to 6.0% of the total number of Special Warrants issued under the Offering, being an aggregate of 110,040 Compensation Options. Each Compensation Option will entitle the holder thereof to purchase one Unit (a “Compensation Option Unit”) at an exercise price equal to $0.45 for a period of 24 months from the Closing Date. Each Compensation Option Unit is comprised of one Common Share (each, a “Agent’s Share”) and one-half of one Warrant (each whole Warrant, an “Agent’s Warrant”), and each Agent’s Warrant is exercisable to acquire one additional Common Share (each, an “Agent’s Warrant Share”) for $0.75 for a period of 24 months after the Closing.
The Agents received an aggregate advisory commission equal to 2.0% of the gross proceeds from the Offering, being $39,073.01. In addition, the Company granted the Agents advisory options (the “Advisory Options”) equal to 2.0% of the total number of Special Warrants issued under the Offering being an aggregate of 86,829 Advisory Options. Each Advisory Option will entitle the holder thereof to purchase one Unit (an “Advisory Unit”) at an exercise price equal to $0.45 for a period of 24 months from the Closing Date. Each Advisory Unit is comprised of one Agent’s Share and one-half of one Agent’s Warrant, and each Agent’s Warrant is exercisable to acquire one Agent’s Warrant Share for $0.75 for a period of 24 months after the Closing.
PowerOne received finder fees of $21,000, and 46,666 finder options for introducing subscribers to the Company on the same terms as the Agents’ Compensation Options.
Prior to the filing of the Qualifying Prospectus and the automatic exercise of the Special Warrants, the securities issued under the Offering, and securities underlying the Compensation Options and Advisory Options, will be subject to a four month hold period from the Closing Date, in addition to any other restrictions under applicable law.
The securities being offered have not been, nor will they be, registered under the United States Securities Act 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 an applicable exemption from the registration requirements. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
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About Nevada Lithium Resources Inc.
Nevada Lithium Resources Inc. is a mineral exploration and development company focused on shareholder value creation through its core project, the Bonnie Claire Lithium Project, located in Nye County, Nevada. Nevada Lithium currently owns 50% of the Bonnie Claire Lithium Project. A recently completed Preliminary Economic Assessment NI 43-101 Technical Report returned attractive investment metrics and the Company is advancing the Project towards Pre-Feasibility. Learn more: https://www.nvlithium.com/
On behalf of the Board of Directors of Nevada Lithium Resources Inc.
Stephen Rentschler, CEO
For further information, please contact:
Nevada Lithium Resources Inc.
CEO and Director
Phone: (604) 900 3341
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