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RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW./
CALGARY,
AB, Nov. 7, 2022 /CNW/ - (TSXV: GRD) -
Grounded Lithium Corp. ("GLC" or the "Company") is
pleased to announce it closed its previously announced non-brokered
financing of special warrants of the Company ("Special
Warrants") for gross proceeds of $3.0 million (the "Offering"). In
total, 12,000,000 Special Warrants, were issued in connection with
the Offering, with each Special Warrant entitling the holder, upon
the exercise of each Special Warrant, to receive without payment of
additional consideration, one unit of the Company (a
"Unit"). Each Unit is comprised of one common share of
the Company (a "Common Share") and one common share purchase
warrant (a "Warrant"). Each Warrant shall be exercisable to
acquire one Common Share (a "Warrant Share") at a price of
$0.50 per Warrant Share for a period
of 24 months from the closing of the Offering.
The Special Warrants shall be automatically exercisable for
Units on a one-for-one basis on the date which is the earlier
of:
(i) the second business day
following the date on which a receipt is obtained from the Alberta
Securities Commission, as principal regulator on behalf of the
applicable securities regulatory authorities in each of the
provinces and territories of Canada in which the Special Warrants are sold
for a (final) prospectus to qualify the distribution of the Units
underlying the Special Warrants; and
(ii) the date which is four months
and a day following the closing date of the Offering.
The Company's resulting capital structure with completion of the
Offering is as follows:
|
Number of
Shares
|
|
|
Potential Future
Proceeds
|
Common shares,
basic
|
68,872,750
|
|
$
|
-
|
Warrants, $0.50
exercise price
|
12,000,000
|
|
$
|
6,000,000
|
Management
incentives
|
7,409,100
|
|
$
|
1,455,000
|
Finders warrants,
financings to date
|
2,351,862
|
|
$
|
447,676
|
Common shares, fully
diluted
|
90,633,712
|
|
|
|
Potential future
proceeds
|
|
|
$
|
7,902,676
|
The Company will earmark these funds towards two important
short-term objectives: (1) engagement of Hatch Ltd. with that
contract's corresponding lithium extraction technology assessment
and selection for GLC's brine resources, and (2) completion of a
preliminary economic assessment on the Company's Kindersley Lithium
Project. Attainment of these two short-term objectives sets
the stage for further operational and valuation milestones as the
Company measurably moves towards the goal of commercial
production.
"We are delighted to close on this amended financing capped at
$3 million," commented Greg Phaneuf, VP Finance & CFO.
"Access to capital is crucial in the junior resource development
industry and with strong support from a number of key existing
shareholders on this capital raise, we are now able to measurably
move the business forward to create additional shareholder
value."
The Company paid an aggregate of approximately $87,000 in finders fees and issued an aggregate
of 347,725 finder warrants ("Finder Warrants")
to certain arms-length finders in connection with the Offering.
Each Finder Warrant entitles the finder to purchase Common
Shares at a price of $0.25 for a
period of two years from the date of issue.
GLC advises that certain insiders of the Company participated in
the Offering pursuant to available related party exemptions under
Multilateral Instrument 61-101 ("MI 61-101"). The Company
was exempt from the requirements to obtain a formal valuation or
minority shareholder approval in connection with the insiders'
participation in the Offering in reliance on sections 5.5(a) and
5.7(1)(a) of MI 61-101 in that the fair market value (as determined
under MI 61-101) of the consideration for securities of the Company
to be issued to related parties does not exceed 25% of the
Company's market capitalization (as determined under MI 61-101). A
material change report in connection with the participation of
insiders in the Offering will be filed less than 21 days in advance
of the closing of the Offering, which the Company deemed reasonable
in the circumstances so as to be able to avail itself of potential
financing opportunities and complete the Offering in an expeditious
manner. The closing of the Offering is subject to regulatory
approval including that of the TSX Venture Exchange. The Finder
Warrants and prior to the filing of the final prospectus and the
automatic exercise of the Special Warrants, the Special Warrants
will be subject to a hold period expiring March 4, 2023.
About Grounded Lithium
Corp.
GLC is a publicly traded lithium brine exploration and
development company that controls 2.9 million tonnes of lithium
carbonate equivalent over its focused land holdings in Southwest Saskatchewan. GLC's multi-faceted
business model involves the consolidation, delineation,
exploitation and ultimate development of its opportunity base to
fulfill our vision to build a best-in-class, environmentally
responsible, Canadian lithium producer supporting the global energy
transition shift.
Qualified Persons
Scientific and technical information contained in this press
release has been prepared under the supervision of Doug Ashton, P.Eng, Idi
Ishaya, P.Eng, Patou Zeleke,
P.Eng and Thomas Jerome, P. Geo,
each of whom are a qualified person within the meaning of National
Instrument 43-101 – Standards of Disclosure for Mineral
Projects.
Forward-Looking
Statements
This press release may contain forward-looking statements and
forward-looking information within the meaning of applicable
Canadian securities laws. The opinions, forecasts, projections and
statements about future events of results, are forward looking
information, forward-looking statements or financial outlooks
(collectively, "forward-looking statements") under the
meaning of applicable Canadian securities laws. These statements
are made as of the date of this press release and the fact that
this press release remains available does not constitute a
representation by GLC that the Company believes these
forward-looking statements continue to be true as of any subsequent
date. Although GLC believes that the assumptions underlying, and
expectations reflected in, these forward-looking statements are
reasonable, it can give no assurance that these assumptions and
expectations will prove to be correct. Such statements include, but
are not limited to, statements regarding the Offering including the
use of proceeds of the Offering, the timing and ability of the
Company to satisfy the conditions of the TSXV, the timing of the
automatic exercise of the Special Warrants and obtaining a receipt
for a final prospectus, achieving project milestones,
commercializing GLC's operations, and GLC's vision of becoming a
best-in-class, environmentally responsible, Canadian lithium
producer supporting the global energy transition.
Among the important factors that could cause actual results to
differ materially from those indicated by such forward-looking
statements are: GLC's expectation that our operations will be in
Western Canada, unexpected
problems can arise due to technical difficulties and operational
difficulties which impact the production, transport or sale of our
products; geographic and weather conditions can impact the
production; the risk that current global economic and credit
conditions may impact commodity prices and consumption more than
GLC currently predicts; the failure to obtain financing on the
terms set out herein or other reasonable terms; risks relating to
the ability of the Company to obtain required approvals to complete
the Offering on the terms announced; volatility in the trading
price of the common shares of the Company; the risk that unexpected
delays and difficulties in developing currently owned properties
may occur; the failure of drilling to result in commercial
projects; unexpected delays due to the limited availability of
drilling equipment and personnel; and the other risk factors
detailed from time to time in GLC's periodic reports. GLC's
forward-looking statements are expressly qualified in their
entirety by this cautionary statement.
This news release shall not constitute an offer to sell or
the solicitation of an offer to buy any securities in any
jurisdiction.
Neither the 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 news release.
SOURCE Grounded Lithium Corp