Stria Announces Option and Joint Venture with Cygnus GOLD ON Its Pontax-Lithium Property and Private Placement
291687.00024/118166830.5
STRIA ANNOUNCES OPTION AND JOINT VENTURE WITH CYGNUS GOLD ON
ITS PONTAX-LITHIUM PROPERTY AND PRIVATE PLACEMENT
OTTAWA, ONTARIO – JULY 28, 2022 - Stria Lithium Inc. (TSXV:SRA) (“Stria” or the
“Company”) is pleased to announce the execution of a binding term sheet (the “ Term Sheet”)
with Cygnus Gold Limited (ASX: CY5) (“Cygnus”) pursuant to which Cygnus has been granted
the sole and exclusive option (the “Option”) to acquire up to a 70 % undivided interest in Stria’s
Pontax-Lithium property (the “Property”) under a two-stage option for total cash payments of $6
million and exploration expenditure co mmitments totalling $10 million (the “ Transaction”).
Following the exercise of the Option, the parties will form a joint venture (the “ Joint Venture”)
with each of Cygnus and Stria holding an undivided interest of 70 % and 30 % respectively, with
Cygnus acting as operator of the Jo int Venture. Stria’s interest in the Joint Venture will be free
carried until Cygnus delivers a feasibility study on the property.
In consideration for the Option, Cygnus will pay Stria a cash consideration of $1 million within
10 business days following the re ceipt by Stria of all the requ ired corporate and regulatory
approvals to complete the Transaction. Furthermore, as a condition precedent to the Transaction,
Cygnus has accepted to participate in Stria’s concurrent Offering (as defined below) in the amount
of $350,000. Cygnus’ participation in the Offeri ng is conditional upon Stria first obtaining all
required regulatory and sharehol der approvals in connection with the Transaction (as further
detailed below).
The terms of the two-stage option can be summarized as follows:
1st option to acquire a 51% undivided interest (“First Option”)
Under the First Option, Cygnus is required to in cur exploration expenditures on the Property in
the amount of $4 million over a period of 18 months. Following completion of such expenditures,
in order to complete the First Option, Cygnus shall pay Stria a cash amount of $2 million.
2nd option to acquire an additional 19% interest (“Second Option”)
Under the Second Option, condition al upon the exercise of the Fi rst Option, Cygnus shall incur
additional exploration expenditures in the amount of $6 million over a period of 30 months from
the date of exercise of the First Option. Followi ng completion of such expe nditures, in order to
complete the Second Option, Cygnus shall pay Stria an additional cash amount of $3 million. Upon
the exercise of the Second Option, Cygnus shall have acquired a 70% undivided interest in the
Property.
In the event Cygnus elects not to proceed with, or otherwise fails to exercise the Second Option,
the parties will form the Joint Venture with Cygnus automatically transferring a 2% undivided
back to Stria for a nominal consideration. Each of Cygnus and Stria shall thereafter hold an
undivided Joint Venture interest of 49 % and 51 % resp ectively, with Stria becoming operator of
the Joint Venture.
“We are excited to enter into an agreement with Cygnus Gold and will work diligently to finalize
this transaction,” said Dean Hanisch, Chief Exec utive Officer of Stria. “Their management team
has had great success in the past and we look forward to working alongside them to advance our
flagship Pontax lithium deposit. We are also very grateful to be located in a jurisdiction that offers
so much support to help companies in the crit ical minerals space. The Quebec government’s
initiatives continue to help in attracting foreign investment and interest in the region.”
The Transaction constitutes an arm's length trans action within the meaning of the policies of the
TSX Venture Exchange (the “TSXV”) and constitutes a “Reviewable Transaction” in accordance
with TSXV Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets, and therefore remains
subject to the review and approval of the TSXV. Moreover, as the Transaction constitutes the sale
of more than 50% of Stria’s assets, business or undertaking, it is subject to shareholder approval.
Accordingly, and as permitted by the policies of the TSXV, Stria will obtain such shareholder
approval by way of written consent of shareholders holding over 50% of it’s issued and outstanding
shares. It should be noted that there are no finders fee payable in connection with the Transaction.
The Transaction is subject to conditions customary for this type of transaction including, notably,
Stria having obtained all require d corporate and regulatory approva ls within a delay of 60 days
from the execution of the Term Sheet, failing which any party may terminate the Transaction.
Following the closing of the Transa ction, Stria plans to devote its resources to the exploration of
the Romer property which is located in the La brador Trough sector of Nunavik, the northern
division of the Nord-du-Québec administrative region. The property straddles the junction between
NTS 1:50,000-scale topographic sh eets 24K-03 (Lac Géridot) and 24K-04 (Lac Thévenet), and
covers portions of unpatented townships 5051, 5052 and 5151. It is bound by latitudes 58°06’30”
and 58°12’30” North and longitudes 69°29’00” and 69°38’00” West. The property is an early-
stage exploration project wher e previous prospecting program s unearthed hundreds of outcrop
samples anomalous in platinum, pa lladium or gold, asso ciated with reef type PGM or orogenic
gold occurrences. The property also has the proper geological setting to host zinc or nickel mineral
occurrences, which could be associated with currently untested VTEM anomalies.
On March 4, 2022, Stria announced that it had ente red into an agreement with Braille Energy
Systems Inc. for the acquisition of this property, the completion of which remains subject to the
final approval of the TSXV (see news release of Stria dated March 4, 2022 for more details on the
terms of the transaction). Over the next few months, Stria plans to conduct a property scale glacial
sediment survey using the state of the art ARTGold technology for PGM and gold grain counting,
in order to assess the distribution of these occurrences and the overall endowment of the property.
Stria Financing
Stria is also pleased to announce a non-brokered pr ivate placement for total gross proceeds of up
to $1.5 million. Stria shall rais e up to (i) $1,150,000 at a price of $0.15 per unit of Stria from
investors pursuant to prospectus exemptions (whi ch price is subject to review by the TSXV and
confirmation via subsequent news release) and (ii) $350,000 at a price of $0.25 per common share
of Stria from Cygnus (the “ Offering”). Each unit so issued shall be comprised of one common
share of Stria and one-half of one common shar e purchase warrant, with each whole warrant
entitling the holder to acquire one common share of Stria for $0.50 per common share for a period
of 24 months following the closing. As detailed above, in connection with the Transaction, Cygnus
has accepted to partic ipate in the Offering in the amount of $350,000, s ubject to Stria having
received TSXV approval and the approval of its sh areholders to complete the Transaction. The
securities issued under the Offe ring will be subject to a 4-m onth hold period under applicable
Canadian securities regulations. The Offering remains subject to the approval of the TSXV.
About Stria Lithium Inc.
Stria Lithium is a Canadian junior mineral expl oration company with an expanding technology
focus and has a 100% interest in the Pontax spodumene lithium project in Northern Québec.
Lithium is a critical metal in the universal fight against global warming. It is a core component of
Lithium-ion batteries used for powering electric vehicles and for industrial scale energy storage.
For more information about Stria Lithium a nd the Pontax Lithium project, please visit
https://strialithium.com.
For more information on Stria Lithium Inc., please contact:
Dean Hanisch
CEO, Stria Lithium Inc.
Kimberly Darlington
Communications, Stria Lithium Inc.
514-771-3398
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 accuracy or adequacy
of this release.
Cautionary Note Regarding Forward-Looking Information
This news release contains "for ward-looking information" within the meaning of the applicable
Canadian securities legislation that is base d on expectations, estimates, projections and
interpretations as at the date of this news releas e. The information in this news release about the
closing of the Transaction and the Offering; the approval of the TSXV relating to the Transaction
and the Offering; and any other info rmation herein that is not a hi storical fact may be "forward-
looking information".
Any statement that involves discussions with respect to predictions, expectations, interpretations,
beliefs, plans, projections, objectiv es, assumptions, future events or performance (often but not
always using phrases such as "expects", or "does not expect", "is expected", "interpreted",
"management's view", "anticipates" or "does not anticipate", "plans", "budget", "scheduled",
"forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating
that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to
occur or be achieved) are not statements of historical fact and may be forward-looking information
and are intended to identify fo rward-looking information. This forward-looking information is
based on reasonable assumptions and estimates of management of Stria at the time such
assumptions and estimates were made, and involves known and unknown risks, uncertainties and
other factors which may cause th e actual results, performance or achievements of Stria to be
materially different from any future results, performance or achievements expressed or implied by
such forward-looking information.
Such factors include, but are not limited to, St ria’s ability to complete the Transaction and
Offering; delays in obtaining or failures to obtain required governmental, shareholder,
environmental or other project approvals; uncertain ties relating to the availability and costs of
financing needed in the future; changes in equity markets; in flation; fluctuations in commodity
prices; delays in the development of projects; other risks involved in the mineral exploration and
development industry; and those risks set out in Stria’s public documents filed on SEDAR
(www.sedar.com) under Stria's issuer profile.
Although Stria believes that the assumptions and factors used in preparing the forward-looking
information in this news release are reasonabl e, undue reliance should not be placed on such
information, which only applies as of the date of this news release, and no assurance can be given
that such events will occur in the disclosed time frames or at all. Stria disclaims any intention or
obligation to update or revise any forward-lo oking information, whether as a result of new
information, future events or otherwise, other than as required by law.