Battery Mineral Resources Announces Intention to Issue C$5 Million IN Unsecured Convertible Debentures
BATTERY MINERAL RESOURCES ANNOUNCES INTENTION TO ISSUE C$5
MILLION IN UNSECURED CONVERTIBLE DEBENTURES
Vancouver, British Columbia – (January 14, 2022) – Battery Mineral Resources Corp.
(TSXV: BMR) (OTCQB: BTRMF) (“Battery” or “BMR” or the “Company”) is pleased
to announce that it intends to complete a non -brokered private placement of
unsecured convertible debentures (the “Debentures”) for total gross proceeds of up
to C$5 million. The proceeds from the Debentures will be used to fund an extension
of the success ful 2021 e xploration drilling program at the Company’s recently
acquired Punitaqui copper project in Chile and for general working capital purposes.
The Debentures will mature on the date (the “Maturity Date”) that is three years from
the date of issuance. The holder of any Debenture may, at its option, at any time
from six months from the date of issuance, and prior to the close of business on the
business day immediately preceding the Maturity Date, convert all, but not less than
all, of the principal amount of such Debenture into common shares of the Company
at the conversion price of C$0.65 per share.
The Debentures will bear interest at 8% per annum, compounded annually, from the
date of issuance, payable upon the earlier of the date of any conversion thereof and
the Maturity Date, by way of issuance of common shares of the Company. If a
Debenture is converted as of a date that is on or before the first anniversary date
(the “First Anniversary Date”) that it was issued, interest will be calculated as of the
First Anniversary Date, and if a Debenture is converted as of a date that is after the
First Anniversary Date but before the second anniversary date (the “Second
Anniversary Date”) that it was issued, interest will be calculated as of the Second
Anniversary Date. Common shares issued for payment of accrued interest on the
principal amount of the Debenture will be issued at the market price of the common
shares at the time the accrued interest becomes payable, calculated in accordance
with the policies of the TSX Venture Exchange. If not converted prior to the Maturity
Date, the Debentures will automatically convert upon the Maturity Date into common
shares of the Company on the same terms as described above.
At least one of the proposed purchasers of the Debentures is an insider of the
Company and, the purchase of any Debenture under the private placement by an
insider will be considered a “related party transaction” within the meaning of
Multilateral Instrument 61 -101 Protection of Minority Security Holders in Special
Transactions (“MI 61-101”). The Company intends to rely on the exemptions from
the formal valuation and minority shareholder approval requirements of MI 61-101
in respect of related party participation in the private placement as neither the fair
market value (as determined under MI 61-101) of the subject matter of, nor the fair
market value of the consideration for the private placement is expected to ex ceed
25% of the Company's market capitalization. The Company will not file a material
change report 21 days prior to the closing date because the Company intends to
complete the private placement as soon as commercially possible.
The Debentures will be subject to a statutory hold period of four months and one day
from the date of issuance. Closing of the private placement is subject to receipt of
TSX Venture Exchange approval.
Battery CEO, Martin Kostuik states: “Attaining funds to enable the advancement of
our successful 2021 drilling program is a tremendous opportunity to bring increased
value to the shareholders. By continuing the drilling, engineering, and permit
modification activities, we are charging ahead towards copper production in a very
robust copper market. We will take the opportunity to build on the success of the
2021 program now, instead of taking a pause, and are very encouraged that our
largest shareholder is standing by us to help fund our progress – it is a great show
of support. This round of financing provides funding to reach our next milestone and
is a compelling arrangement with minimal shareholder dilution . We are a battery
metal and electrification-focused company, and we remain as excited as ever about
this sector of the global economy with copper reaching new highs as the gap between
demand and supply continues . We look forward to updating the market and
shareholders on further advancement of the Punitaqui mine in the coming days and
weeks.”
Appointment of New Director to the Board
The Company is pleased to announce the appointment of Mr. Joseph Tuso to the
Company’s Board of Directors. Mr. Tuso is currently a partner at Reed Smith LLP, one
of the world’s largest law firms, which he re-joined in July 2019. His practice focuses
on both the origination and resolutions of complex investments and other special
situation transactions, including the d iligence, structuring, risk management, and
resolution process of portfolio investments. Mr. Tuso’s corporate, funds and finance
experience has covered numerous industries and he has closed hundreds of
investment transactions worth billions of dollars. Prior to re-joining Reed Smith, Mr.
Tuso spent eight years at a New York City based United States Securities and
Exchange Commission registered investment adviser focusing on asset oriented and
special situation credit transactions, with assets under management of approximately
(USD) $1.8 billion dollars. Mr. Tuso held numerous C-Suite roles during his tenure,
including Chief Operating Officer, General Counsel, Head of Asset Management, and
Chief Compliance Officer, as well serving as an officer of the funds’ Cayman Islands
feeder funds.
Battery Chair of the Board of Directors, Lazaros Nikeas states: “We are very pleased
to welcome Joe to the BMR Board. Joe brings more than two decades of both broad,
practical experience, and in-depth expertise in corporate governance and regulatory
oversight, which will be invaluable as we continue to grow our business and pursue
our mission to our shareholders. I look forward to working with him in meeting our
corporate strategic goals.”
Additional Information
The Company announces it has granted an aggregate of 345,832 options to acquire
common shares of the Corporation ( “Options”), and an aggregate of 208,332
restricted share units (the “RSUs”) to its new director and existing officer s of ESI
Energy Services Inc. (“ESI”), pursuant to the Stock Option and RSU plan. The Options
have an exercise price of C$0.65 per share, have an eight-year term from the date
of grant, and vest over the next 1 to 3 years on the first anniversary of the date of
grant. The RSU will vest over the next 1 to 3 years. The Company’s RSU and stock-
based option plans are aimed to compensate and reward its directors, officers, and
employees for working towards the Company’s long-term objectives and in alignment
with the shareholders’ best interest.
About Battery Mineral Resources Corp.
A battery mineral company with high-quality assets providing shareholders exposure
to the global mega-trend of electrification and focused on growth through cash-flow,
exploration and acquisitions in the world’s top mining jurisdictions. BMR is currently
developing the Punitaqui Mining Complex and pursuing the potential near term
resumption of operations for second half of 2022 at the prior producing Punitaqui
copper-gold mine. Th e Punitaqui mine, operating as recently as April 2020, has
typically produced 20 to 25 million lb. of copper in concentrate during its 9 plus year
operating history and is located in the Coquimbo region of Chile.
BMR is engaged in the discovery, acquisit ion, and development of battery metals
(cobalt, lithium, graphite, nickel and copper), in North and South America and South
Korea with the intention of becoming a premier and sustainable supplier of battery
minerals to the electrification marketplace . BMR is the largest mineral claim holder
in the historic Gowganda Cobalt -Silver Camp, Canada and continues to pursue a
focused program to build on the recently announced, +1 -million-pound high grade
cobalt resource at McAra by testing over 50 high-grade primary cobalt silver-nickel-
copper targets. In addition, the Company owns 100% of ESI Energy Services, Inc.,
also known as Ozzie’s, a mainline pipeline and renewable energy equipment rental
and sales company with operations in Leduc, Alberta and Phoenix, Arizona. ESI,
established in 1979, typically generates positive EBITDA in the range of C$4-$5
million and is poised for growth in 2022. For more information on the business of
Ozzie’s Pipeline Padder, see http://ozzies.com
For further information, please contact:
Battery Mineral Resources Corp.
Martin Kostuik
Phone: +1 (604) 229 3830
Email: [email protected]
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of
the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
Forward Looking Statements
This news release includes certain “forward -looking statements” under applicable
Canadian securities legislation. There can be no assurance that such statements will
prove to be accurate, and actual results and future events could differ materially from
those anticipated in such statements. Forward-looking statements reflect the beliefs,
opinions and projections of the Company on the date the statements are made and
are based upon a number of assumptions and estimates that, while considered
reasonable by the Company, are inherently subject to significant business, economic,
competitive, political and social uncertainties and contingencies. Many factors, both
known and unknown, could cause actual results, performance, or achievements to be
materially different from the results, performance or achievements that are or may
be expressed or implied by such forward -looking statements and the parties have
made assumptions and estimates based on or related to many of these factors. Such
factors include, without limi tation, the ability of the Company to obtain sufficient
financing to complete exploration and development activities, risks related to share
price and market conditions, the inherent risks involved in the mining, exploration
and development of mineral properties, government regulation and fluctuating metal
prices. Accordingly, readers should not place undue reliance on forward -looking
statements. Battery undertakes no obligation to update publicly or otherwise revise
any forward -looking statements contained herein, whether as a result of new
information or future events or otherwise, except as may be required by law.