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DENVER, Dec. 14, 2017 /CNW/ - Pure Energy Minerals
Limited (TSX VENTURE:PE) (OTCQB:PEMIF) (the "Company" or
"Pure Energy") is pleased to announce that it will undertake
a private placement offering (the "Offering") of units (the
"Units"). Canaccord Genuity Corp. will act as the lead agent
and sole book runner on a commercially reasonable efforts basis for
a syndicate of agents (the "Agents") including Red Cloud
Klondike Strike Inc. and Beacon Securities Limited.
Pursuant to the Offering, the Company will sell up to 15,000,000
Units, at a price of C$0.40 per Unit
(the "Issue Price"), for aggregate gross proceeds of up to
C$6.0 million. Each Unit will be
comprised of one common share in the capital of the Company (each,
a "Common Share") and one common share purchase warrant of
the Company (each, a "Warrant") exercisable for a period of
36 months from the Closing Date. Each Warrant will be exercisable
into one common share of the Company at a price of C$0.55 per share (the "Warrant Exercise
Price") and include an acceleration provision if the closing
price of the Common Shares is greater than C$1.10 for at least 20 consecutive trading days
and will also be subject to adjustment in certain events. In
addition, the Company will grant the Agents an option (the
"Over-Allotment Option") to purchase additional Units (the
"Option Units") of the Company to cover over-allotments, if
any, and for market stabilization purposes. A maximum of 15%, in
the aggregate, of the number of Units issued at the closing of the
Offering may be issued as Option Units pursuant to any exercise of
the Over-Allotment Option. The Over-Allotment Option shall be
exercisable at any time up to 48 hours prior to the closing of the
Offering at a price equal to the Issue Price of the Units.
The Units, including any Option Units, will be offered by way of
the "accredited investor" exemption under Canadian National
Instrument 45-106 in British
Columbia, Alberta,
Ontario and other Canadian
provinces and territories as agreed upon by the Company and the
Agents and subject to applicable law. The Units will be subject to
certain resale restrictions, including a restricted (or "hold")
period of four months following the distribution date, under
applicable Canadian securities legislation.
In connection with the Offering, the Company will pay the Agents
a 7.0% cash commission other than on certain orders where the cash
commission will be reduced to 2.0% to 3.5% of the aggregate
proceeds. The Company will also issue to the Agents warrants (the
"Broker Warrants"), exercisable at any time from the Closing
Date to the day prior to the date that is 36 months from the
Closing Date, to acquire in aggregate that number of common shares
which is equal to 7.0% of the number of Units sold pursuant to the
Offering exercisable at the Issue Price (or Broker Warrants equal
to 2.0% to 3.5% of the number of Units sold pursuant to a reduced
commission).
The proceeds of the Offering will be used to advance the
Company's Clayton Valley and Terra
Cotta Projects, as well as for general corporate purposes. The
closing of the Offering may occur in one or more tranches, the
mechanics of which shall be described in greater detail in the
agency agreement to be entered into in connection with the
Offering.
Quality Assurance
Patrick Highsmith, Certified
Professional Geologist (AIPG CPG # 11702), is a qualified person as
defined by NI 43-101, and has supervised the preparation of the
scientific and technical information in this news release. Mr.
Highsmith is not independent of the Company as he is an officer and
director.
About Pure Energy Minerals Limited
Pure Energy Minerals is a lithium resource developer that is
driven to become a low-cost supplier for the growing lithium
battery industry. The Company is developing the Clayton Valley
Project ("CV Project") in Clayton Valley, Nevada. The Company is also exploring a major
new lithium brine project in the Lithium Triangle of South America, the Terra Cotta Project
("TCP"). The TCP is located on Pocitos Salar in Salta,
Argentina, where it enjoys some of
the best infrastructure and access of any lithium brine exploration
project in Argentina.
Pure Energy has developed core strengths in innovative
development and processing technologies for lithium brines and
lithium mineral deposits. Key attributes and activities
include:
- A large, strategic land position with excellent infrastructure
in a first-class mining jurisdiction: approximately 10,542 hectares
(26,050 acres) in Clayton Valley, Esmeralda County, Nevada, located a 3-hour
drive from the Gigafactory;
- An inferred mineral resource of approximately 247,000 tonnes of
lithium hydroxide (218,000 tonnes of LCE) at the CV Project with an
average grade of 123 mg/L lithium;
- The only lithium brine resource in North America to yield a positive Preliminary
Economic Assessment ("PEA") including an estimated after-tax
NPV (8% discount) of US $264 million
and an estimated IRR of 21%;
- Advanced metallurgical testwork demonstrating the improved
efficacy of a new, environmentally responsible lithium processing
technology that produces low-cost battery grade lithium
hydroxide;
- An early stage exploration program on the 13,000-hectare
(32,000 acre) TCP, located on Pocitos Salar in Salta Province; and
- An active business development program, applying Company
expertise to the evaluation of new lithium targets around the
world.
On behalf of the Board of Directors,
"Patrick Highsmith"
Chief Executive Officer
Cautionary Statements and Forward-Looking Information
The information in this news release contains forward looking
statements that are subject to a number of known and unknown risks,
uncertainties and other factors that may cause actual results to
differ materially from those anticipated in our forward looking
statements. Factors that could cause such differences include:
changes in world commodity markets, equity markets, costs and
supply of materials relevant to the mining industry, change in
government and changes to regulations affecting the mining
industry. Forward-looking statements in this release may include,
completion of the private placement and the amount to be raised by
the Company, successful development of a new lithium process, and
future exploration on the CV Project and the Terra Cotta Project.
Although we believe the expectations reflected in our forward
looking statements are reasonable, results may vary, and we cannot
guarantee future results, levels of activity, performance or
achievements.
The economic analysis contained in the PEA is based on inferred
resources, which are considered too speculative geologically to
have the economic considerations applied to them that would enable
them to be categorized as mineral reserves. The PEA is preliminary
in nature and there is no certainty that the PEA will be realized.
See the Company's most recent technical report on the CV Project,
filed under the Company's profile on SEDAR at www.sedar.com, for a
discussion of the key parameters and assumptions used in the
preparation of the economic analysis.
The Company does not undertake to update any forward-looking
information, except as required by applicable laws.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
The securities offered have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act"), or any U.S. state securities laws,
and may not be offered or sold in the
United States or to, or for the account or benefit of, U.S.
persons (as defined under the U.S. Securities Act) absent
registration or any applicable exemption from the registration
requirements of the U.S. Securities Act and applicable U.S. state
securities laws. This news release shall not constitute an offer to
sell or the solicitation of an offer to buy securities in
the United States, nor shall there
be any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
SOURCE Pure Energy Minerals Limited
