/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
All monetary amounts are expressed in Canadian
Dollars, unless otherwise indicated.
TORONTO, Feb. 10, 2021 /CNW/ - Neo Lithium Corp.
("Neo Lithium" or the "Company") (TSXV: NLC) (OTCQX:
NTTHF) (FSE: NE2) is pleased to announce that it has completed its
previously announced bought deal private placement of special
warrants (the "Special Warrants) for gross proceeds of
$30,195,000 (the "Offering").
The Offering was led by Stifel GMP, as lead underwriter and sole
bookrunner, on its own behalf and on behalf of a syndicate of
underwriters including Cormark Securities Inc., Canaccord Genuity
Corp., Paradigm Capital Inc. and Eight Capital (together with
Stifel GMP, the "Underwriters").
Pursuant to the Offering, the Company issued 9,900,000 Special
Warrants at a price of $3.05 per
Special Warrant. Each Special Warrant, subject to the Penalty
Provision (as defined below) and subject to adjustments in certain
circumstances, shall be deemed to be exercised for one common share
in the capital of the Company (each, an "Underlying Share")
without any required action on the part of the holders (including
payment of additional consideration) on the date on which the
earlier of the below occurs (such date, the "Automatic Exercise
Date"):
(i) the second business day
following the date on which a final receipt is obtained from the
Ontario Securities Commission, as principal regulator on behalf of
the securities regulatory authorities in each of the qualifying
jurisdictions (the "Final Receipt"), for a (final) short
form prospectus (the "Qualifying Prospectus") qualifying the
Underlying Shares for distribution (the "Qualification
Date"); and
(ii) 4:59
p.m. (Toronto time) on
June 11, 2021.
The Company has agreed to use its commercially reasonable
efforts to qualify the Underlying Shares for distribution in
Canada, and to obtain the Final
Receipt therefor, on or prior to April 12,
2021. In the event the Qualification Date has not occurred
on or before April 12, 2021, each
Special Warrant shall thereafter entitle the holder thereof to
receive, upon the exercise or deemed exercise thereof, as
applicable, 1.1 Underlying Shares (the "Penalty
Provision").
The Company plans to use the net proceeds from the Offering to
fund development work at the 3Q Lithium Project located in
Catamarca, Argentina and for
working capital and general corporate purposes. More specifically,
the Company intends to use the majority of the net proceeds to
advance the construction of the concentration pond system at a
commercial scale with a view to accelerating future production from
the 3Q Project.
As consideration for the Underwriters services in connection
with the Offering, the Company paid a cash commission of 6% of the
gross proceeds of the Offering.
The Special Warrants and Underlying Shares are subject to a hold
period under Canadian securities laws until June 11, 2021, unless the Final Receipt is
obtained prior to that time. The Offering has been conditionally
approved by the TSX Venture Exchange (the "TSXV") and
remains subject to final acceptance by the TSXV.
As announced by the Company on February
9, 2021, a subsidiary of Contemporary Amperex Technology
Co., Limited ("CATL"), has provided notice of its intention
to exercise its right to maintain its pro rata equity
interest in the Company by subscribing for additional common shares
of the Company pursuant to a contractual participation right under
an investor rights agreement between CATL and the Company on
substantially equivalent terms to the Offering (including the
Penalty Provision). The private placement with CATL is
scheduled to close within 45 days of the date hereof and is subject
to certain conditions including, but not limited to, the receipt of
all necessary approvals including customary approval from the
government of the People's Republic of
China, the approval of the TSXV and any required securities
regulatory authorities, and the execution of a subscription
agreement.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of
the securities in any state in which such offer, solicitation or
sale would be unlawful. The securities being offered have not been,
nor will they be, registered under the 1933 Act and may not be
offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the 1933 Act, as amended, and
application state securities laws.
About Neo Lithium Corp.
Neo Lithium Corp. has quickly become a prominent new name in
lithium brine development by virtue of its high quality 3Q Project
and experienced team. Neo Lithium is rapidly advancing its 100%
owned 3Q Project - a unique high-grade lithium brine lake and salar
complex in Latin America's
"Lithium Triangle".
The 3Q Project is located in Catamarca Province, the largest
lithium producing area in Argentina covering approximately 35,000 ha
including a salar complex of approximately 16,000 ha.
Additional information regarding Neo Lithium Corp. is available
on SEDAR at www.sedar.com under the Company's profile and at
its website at www.neolithium.ca, including various pictures of
ongoing work at the project.
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 press release.
Cautionary Statements Regarding Forward-Looking
Statements
Forward-Looking Statements -- Certain information set forth
in this news release may contain forward-looking statements. Such
statements include but are not limited to, statements as to the
intended use of proceeds of the Offering, receipt of regulatory
approvals, including the approval of the TSXV, the intention of
CATL to exercise its right to maintain its pro rata percentage
holding of the Company, and the Company's intentions with respect
to filing a short form prospectus and the receipt of a Final
Receipt therefor. Generally, forward-looking statements can be
identified by the use of words such as "plans", "expects" or "is
expected", "scheduled", "estimates" "intends", "anticipates",
"believes", or variations of such words and phrases, or statements
that certain actions, events or results "can", "may", "could",
"would", "should", "might" or "will", occur or be achieved, or the
negative connotations thereof. These forward-looking statements are
subject to numerous risks and uncertainties, certain of which are
beyond the control of the Company, which could cause the actual
results, performance or achievements of the Company to be
materially different from the future results, performance or
achievements expressed or implied by such statements. These risks
include, without limitation, risks related to obtaining the
approval of TSXV for the Offering, risks related to obtained a
Final Receipt from the applicable securities regulatory
authorities, a failure to obtain adequate financing on a timely
basis and on acceptable terms, political and regulatory risks
associated with mining and exploration activities, including
environmental regulation, risks and uncertainties relating to the
interpretation of drill and sample results, risks related to the
uncertainty of cost and time estimation and the potential for
unexpected delays, costs and expenses, risks related to metal price
fluctuations, the market for lithium products, and other risks and
uncertainties related to the Company's prospects, properties and
business detailed elsewhere in the Company's disclosure record.
Although the Company believes its expectations are based upon
reasonable assumptions and has attempted to identify important
factors that could cause actual actions, events or results to
differ materially from those described in forward-looking
statements, there may be other factors that cause actions, events
or results not to be as anticipated, estimated or intended and
undue reliance should not be placed on forward-looking
statements.
SOURCE Neo Lithium Corp.