Battery Mineral Resources Corp. Announces Second Closing of Previously Announced Offering of up to US$6M in Unsecured Convertible Debentures
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Battery Mineral Resources Corp. Announces Second Closing of Previously
Announced Offering of up to US$6M in Unsecured Convertible Debentures
Vancouver, British Columbia – (November 3, 2023) – Battery Mineral Resources Corp.
(TSXV: BMR) (OTCQB: BTRMF) (“Battery” or “BMR” or the “Company”) is pleased
to announce a second closing of the private placement (the “Private Placement”)
of senior unsecured convertible debentures (the “ Debentures”), which was
previously announced on October 17, 2023 , for gross proceeds of US $1,915,000
(C$2,660,234). This brings the total amount of new funding raised via issuance of
the Debentures to US $3,285,000 (C$4,563,377), including the first and second
closings. The proceeds from the Debentures will be applied towards working capital
and the restart of copper concentrate production at its Punitaqui copper project in
Chile (the “ Restart”). Weston Energy II LLC, an existing shareholder of the
Company, participated in the second closing in the amount of US$1,815,000
(C$2,479,472).
The Company paid a cash finder’s fee equal to 6% on US$100,000 (C$138,710) of
the gross proceeds arising from the second closing of the Private Placement , being
US$6,000 (C$8,322.6) in finder’s fees paid in respect of the second closing.
The Company continues to progress towards securing the balance of the capital
required for the Restart and anticipates sharing further updates in that respect in the
fourth quarter of 2023. The Company estimates the total capital required for the
Restart to be approximately US$13 million (approximately C$17.8 million) (prior to
corporate costs and other asset holding costs and inclusive of amounts to be raised
in the Private Placement).
Offering Terms
The Debentures will mature on September 30, 2026 (the “Maturity Date”) and will
bear interest at 10 % per annum, compounding annually on September 30 of each
year, not in advance. Interest accrued from the date of issuance up to and including
March 30, 2025, will be paid by way of issuance of common shares of the Company.
Interest accrued following March 30, 2025, will be, at the option of the holder, paid
either in cash or by way of issuance of common shares of the Company. The issuance
of common shares as payment of interest will be at the then current market price of
the Company’s common shares at the date the interest becomes payable and will be
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subject to the prior acceptance of the TSX Venture Exchange and applicable securities
laws.
The holder of a Debenture may, at their option, at any time from March 31, 2024,
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 US$0.22
per share (approximately C$0.30 per share).
All Debentures issued in the Private Placement and in connection with the debt
consolidation are subject to a four month hold period under applicable Canadian
securities laws and under the policies of the TSX Venture Exchange. The Debenture
issuances are subject to final approval by the TSX Venture Exchange.
CEO Commentary
Martin Kostuik, Battery’s CEO stated, “We are very pleased to announce this second
closing of the Debenture offering and look forward to providing further updates
regarding this debenture and other forms of non-dilutive funding for the resumption
of operations at our Punitaqui mine in the coming weeks.”
Exchange Rates
All USD amounts for which CAD equivalent amounts are given in this news release
were calculated at CAD/USD exchange rate of 1.3871, the exchange rate published
by the Bank of Canada on October 31, 2023.
MI 61-101 Matters
Weston Energy LLC and Weston Energy II LLC are “related parties” to BMR pursuant
to pursuant to Multilateral Instrument 61 -101 – Protection of Minority Security
Holders in Special Transactions (“ MI 61 -101“). Prior to giving effect to the
transactions disclosed in this news release, Weston Energy LLC and Weston Energy
II LLC and its affiliates owned or controlled (directly or indirectly) 107,578,740 BMR
Common Shares on an undiluted basis (representing approximately 60.60% of the
outstanding BMR Common Shares).
Weston Energy II LLC’s participation in the Private Placement constitutes a “related
party transaction” for the purposes of MI 6-101. The transaction is exempt from the
formal valuation requirements of MI 61-101 as BMR is not listed on a specified market
that would require compliance with such formal valuation requirements (as set forth
in Section 5.5(b) of MI 61-101) and is further exempt from the minority shareholder
approval requirements of MI 61-101 by virtue of Section 5.7(e) of MI 61 -101 which
provides that a related party transaction is exempt from the minority shareholder
approval requirements if the issuer is in serious financial difficulty, the transaction is
designed to improve the financial position of the company (among other criteria) and
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there is no other requirement to hold a meeting of shareholders to approve the
transaction.
Disclaimers
The Debentures (including any issued in future closings) will be sold in a transaction
exempt from registration under the Securities Act of 1933, as amended (the
“Securities Act ”) and will be sold only to persons reasonably believed to be
accredited investors in the United States under Rule 506 under the Securities Act and
outside the United States only to non-U.S. persons in accordance with Regulation S
under the Securities Act.
The Debentures and the shares of common stock issuable upon conversion of the
Debentures, if any, have not been and will not be registered under the Securities Act,
or any state securities laws, and unless so registered, may not be offered or sold in
the United States except pursuant to an applicable exemption from such registration
requirements of the Securities Act and applicable state securities laws.
This press release does not constitute an offer to sell or a solicitation of an offer to
buy any of the Debentures or any shares of common stock potentially issuable upon
conversion of the Debentures nor shall there be any sale of Debentures (or shares
issuable upon conversion thereof) in any state or other jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of such state.
There can be no assurance that any future offerings of Debentures will be completed.
About Battery Mineral Resources Corp.
Battery Mineral Resources is a battery minerals company providing shareholders
exposure to the global mega -trend of electrification while being focused on growth
through cash-flow, exploration, and acquisitions in favourable mining jurisdictions.
Battery Mineral’s mission is the discovery, acquisition, and development of battery
metals (namely cobalt, lithium, graphite, and copper), in North America, South
America and South Korea and to become a premier and responsible supplier of
battery minerals to the electrification marketplace. BMR is currently pursuing a near-
term resumption of operations of the Punitaqui Mining Complex, a past copper-gold-
silver producer, in the Coquimbo region of Chile. BMR is the largest mineral claim
holder in the historic Gowganda Cobalt -Silver Camp in Ontario, Canada, and
continues to pursue a focused program to build on the recently announced, +1 -
million-pound high-grade cobalt resource at McAra. In addition, Battery Mineral owns
100% of ESI Energy Services, Inc. (including ESI’s wholly owned USA operating
subsidiary, Ozzie’s, Inc.), a profitable mainline pipeline and renewable energy
equipment rental and sales company with operations in Alberta, Canada and Arizona,
USA. Battery Mineral Resources is based in Canada and its shares are listed on the
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Toronto Venture Exchange under the symbol “BMR” and on the OTCQB under the
symbol “BTRMF”. Further information about BMR and its projects can be found on
www.bmrcorp.com.
For more information, please contact:
Martin Kostuik, CEO
Phone: +1 (604) 229 3830
Corporate Communications
IBN (InvestorBrandNetwork)
www.investorbrandnetwork.com/
310.299.1717 Office
Twitter: @BMRcorp_
Facebook: Battery Mineral Resources Corp. | Facebook
LinkedIn: Battery Mineral Resources Corp.: My Company | LinkedIn
Website: www.bmrcorp.com
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
securities laws. 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 limitation, the abili ty of the Company to obtain sufficient
financing (including through the Private Placement) to complete exploration and
development activities, the ability of the Company to close further tranches of the
Private Placement, the completion, timing and size of the proposed Private
Placement, the intended use of the proceeds of the Private Placement, risks related
to share price and market conditions, the inherent risks involved in the mining,
exploration and development of mineral properties, the ability of the Company to
meet its anticipated development schedule, 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
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information or future events or otherwise, except as may be required by law. For
further information regarding the risks please refer to the risk factors discussed in
Battery’s most recent Management Discussion and Analysis filed on SEDAR+.