Battery Mineral Resources Corp. Announces Third Closing of Previously Announced Offering of Unsecured Convertible Debentures
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Battery Mineral Resources Corp. Announces Third Closing of Previously
Announced Offering of Unsecured Convertible Debentures
Vancouver, British Columbia – (February 16, 2024) – Battery Mineral Resources Corp.
(TSXV: BMR) (OTCQB: BTRMF) (“Battery” or “BMR” or the “Company”) is pleased
to announce that it has closed a third, and final, tranche of the private placement
(the “ Private Placement ”) of senior unsecured convertible debentures (the
“Debentures”), which was previously announced on October 17, 2023, October 19,
2023, November 3, 2023, December 19, 2023 and February 2, 2024 (the
“Offering”).
Gross proceeds for the third tranche total US$1,000,000 (C$1,349,300). Together
with the first tranche of the Offering, which closed on October 19, 2023 for gross
proceeds of US$1,370,000 (C$1,871,557), and the second tranche of the Offering,
which closed on November 3, 2023 for gross proceeds of US$1,915,000
(C$2,660,234), the Company raised an aggregate of US$4,285,000 (C$5,881,091)
under the Offering. Weston Energy II LLC, an existing shareholder of the Company,
participated in the third closing in the amount of US$1,000,000 (C$1,349,300).
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”).
Offering Terms (as previously disclosed)
As previously announced, t he 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 subject to the prior acceptance of the TSX
Venture Exchange and applicable securities laws.
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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.
Exchange Rates
All USD amounts for which CAD equivalent amounts are given in this news release
were calculated at CAD/USD exchange rate of 1.3493, the exchange rate published
by the Bank of Canada on February 15, 2024.
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 and 175,201,710 BMR Common Shares
assuming the conversion of the Company’s Debentures (representing approximately
60.60% of the outstanding BMR Common Shares on an undiluted basis, and
approximately 65.66% of the outstanding BMR Common Shares assuming the
conversion of the Company’s Debentures).
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 shareholde r
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
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
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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.
BMR 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. BMR’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 TSX 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)
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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 otherwi se 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. 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+.