Battery Mineral Resources Closes First Tranche of Unsecured Convertible Debenture Financing
BATTERY MINERAL RESOURCES CLOSES FIRST TRANCHE OF UNSECURED
CONVERTIBLE DEBENTURE FINANCING
Vancouver, British Columbia – (January 24, 2022) – Battery Mineral Resources Corp.
(TSXV: BMR) (OTCQB: BTRMF) (“Battery” or “BMR” or the “Company”) is pleased
to announce that it has closed the first tranche of the non-brokered private placement
of 8% unsecured convertible debentures (the “Debentures”) previously announced in
the Company’s news release of January 14, 2022. Gross proceeds for the first tranche
total C$3,250,000.
The proceeds from the Debentures will be used to fund an extension of the successful
2021 e xploration drilling program at the Company’s recently acquired Punitaqui
copper project in Chile and for general working capital purposes.
In addition, the Company wishes to make a correction regarding certain terms of the
Debentures. The Company’s news release of January 14, 2022 stated that the
Debentures would, if not converted prior to maturity, automatic ally convert into
common shares upon maturity. This statement was incorrect, as there is no
automatic conversion of the Debentures on maturity.
The Company has also revised the terms of payment of interest since the January
14, 2022 news release. As previously announced, the Debentures will mature on the
date (the “Maturity Date”) that is three years from the date of issuance. The
Debentures will bear interest at 8% per annum, payable annually on the anniversary
of the issue date. 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 int o common shares of the Company
at the conversion price of C$0.65 per share. If a holder converts the Debenture
during the first year of the term, and elects to have accrued interest paid by issuance
of shares rather than in cash, interest will be calculated as of the first anniversary of
the issue date, and the Company will issue common shares to the holder as payment
of accrued interest and pay cash to the holder in an amount equal to the interest
calculated as of the first anniversary date less the accru ed interest. A holder may
elect to forego payment of interest on the first anniversary date, in which case
interest will be compounded as of that date, and, if the holder converts the Debenture
during the second year of the term and elects to have accrued interest paid by
issuance of shares rather than in cash, interest will be calculated as of the second
anniversary of the issue date, and the Company will issue common shares to the
holder as payment of accrued interest and pay cash to the holder in an amount equal
to the interest calculated as of the second anniversary date less the accrued interest.
Finally, a holder may elect to forego payment of interest on the second anniversary
date, in which case interest will be compounded as of that date, and if t he holder
converts the Debenture during the third year of the term, interest will be calculated
as of the conversion date, and may be paid in cash or by issuance of shares at the
option of the holder. 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.
An insider of the Company subscribed for the Debenture issued pursuant to the first
tranche and such subscription is 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 transaction is exempt from the formal
valuation and minority shareholder approval requirements of MI 61 -101 as neither
the fair market value of the subject matter of, nor the fair market value of the
consideration for the first tranche exceeds 25% of the Company's market
capitalization. The Company did not file a material change report 21 days prior to the
first tranche closing date because the Company wished to complete the private
placement as soon as commercially possible.
The Debenture issued pursuant to the first tranche is subject to a statutory hold
period of four months and one day from the date of issuance. Final closing of the
private placement is subject to receipt of TSX Venture Exchange approval.
BMR CEO, Martin Kostuik states: “As evidence of the strong support for BMR and its
transformative path from developer to producer, we are pleased to close on this first
tranche of our current project funding and look forward to keeping the momentum
to enable fully closing in a timely manner. We are a battery metal and electrification-
focused company, and BMR remains as excited as ever about providing our
shareholders investment exposure to this sector of the global economy with copper
reaching new highs, and 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.”
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. The 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, acquisition , 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 in 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 S ervices, 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 assumption s 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 limitation, 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 t he 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 oth erwise 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.