/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN
The net proceeds of the Offering will be used to fund the Company's remaining 30% earn in interest in the
Each Special Warrant shall be automatically exercisable into one unit of the Company (each a "Unit"), as described below. Each Unit shall consist of one common share of the
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 and territories of
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 Company has granted the Agents an option (the "Over-Allotment Option") to offer for sale up to an additional 15% of the Special Warrants, at the Issue Price, exercisable in whole or in part at any time for a period of up to 48 hours prior to the Closing Date. If the Over-Allotment Option is exercised, the total proceeds of the Offering would be approximately
The Agent will receive an aggregate an aggregate cash commission equal to 6.0% of the gross proceeds from the Offering, including in respect of the Over-Allotment Option. In addition, the Company will grant the Agent, on the Closing Date, compensation options (the "Compensation Options") equal to 6.0% of the total number of Special Warrants issued under the Offering (including in respect of any exercise of the Over-Allotment Option). Each Compensation Option will entitle the holder thereof to purchase one Unit (a "Compensation Option Unit") at an exercise price equal to the Issue Price for a period of 24 months from the Closing Date.
The Agent will receive an aggregate advisory commission equal to 2.0% of the gross proceeds from the Offering, including in respect of any exercise of the Over-Allotment Option. In addition, the Company will grant the Agent, on the Closing Date, advisory options (the "Advisory Options") equal to 2.0% of the total number of Special Warrants issued under the Offering (including in respect of any exercise of the Over-Allotment Option). Each Advisory Option will entitle the holder thereof to purchase one Unit (an "Advisory Unit") at an exercise price equal to the Issue Price for a period of 24 months from the Closing Date.
If the Qualification Date occurs prior to the Company receiving a receipt for the Qualifying Prospectus, then each unexercised Compensation Option and Advisory Option will be exercisable for one-an-one-tenth (1.10) Units.
Prior to the filing of the Qualifying Prospectus and the automatic exercise of the Special Warrants, the securities issued under the Offering will be subject to a four month hold period from the Closing Date, in addition to any other restrictions under applicable law.
Closing of the Offering is expected to occur on or about
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
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The CSE does not accept responsibility for the adequacy or accuracy of this release.
Cautionary Statement
This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively "forward-looking statements"). The use of any of the word "will" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. These forward-looking statements include, but are not limited to, the closing of the Offering as contemplated, or at all, the intended use of proceeds of the Offering, the filing of a Qualifying Prospectus to qualify the Units, and the Company's ability to earn an additional interest in the
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