Battery Mineral Resources Corp. Closes Second Tranche of Private Placement
BATTERY MINERAL RESOURCES CORP. CLOSES SECOND TRANCHE OF
PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION
DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
Vancouver, British Columbia – (July 13, 2021) – Battery Mineral Resources Corp .
(TSXV: BMR) (" Battery" or the " Company") is pleased to announce that it has
completed the second and final tranche of its previously announced private placement
(the “ Private Placement”). On completion of the second tranche, the Company
issued 1,538,462 common shares shares for additional proceeds of US$800,000, for
aggregate gross proceeds of US$11.1 million and C$800,000.
As previously disclosed, Battery used a portion of the proceeds of the Private
Placement to partially finance the acquisition from Minera Altos de Punitaqui Limitada
(“MAP”), a wholly-owned subsidiary of Xiana Mining Inc. (“Xiana”), of the Punitaqui
Mining Complex, a recently producing copper -gold mine located in the Coquimbo
region of Chile (the “Punitaqui Acquisition”). through the settlement of outstanding
obligations owed by MAP to certain secured and unsecured creditors . Proceeds will
also be used to fund exploration, development, and restart activities at the Punitaqui
Mining Complex; to fund exploration activities at the Company’s Canadian cobalt -
silver projects, and for working capital and general corporate purposes.
Overview of the Punitaqui Mining Complex
• Past producing mining operation , idled in April of 2020, which consists of an
integrated copper and gold mining complex including all required infrastructure
and sources of water and power.
• Punitaqui includes a centralized process plant which was historically fed by four
proximal copper-gold deposits: San Andres, Cinabrio, Dalmacia , and Los
Mantos and is currently modifying its existing tailings disposal permit while
consolidating its various exploitation permits.
• The copper-gold process plant consists of a standard copper sulphide crush -
grind-flotation circuit to produce a marketable copper -gold concentrate. Port
facilities are within 100 kilometers (“km”) for shipping to domestic and foreign
smelters. The MAP plant historically operated at a permitted capacity of 3,000
tonnes per day (”tpd”) with allowances to 3,600 tpd, with a potential capacity
of 4,000 tpd to be investigated.
• MAP is situated within a 25 km long mineralized district that is a classic iron
oxide copper gold and mantos style copper belt that is comprised of mantos
and structural controlled copper-gold-silver veins.
• A number of extensional and resource infill drill targets have been identified
within and surrounding each of the four main deposits and throughout the
11,800 hectares of concessions.
• Battery plans to execute a low capital cost restart program with the goal of
resumption of operations within four to six months after the completion of an
infill drilling and engineering program and finalization of permit modifications.
• MAP will assign certain au thorizations, permits and contracts to Minera BMR
SpA for the purpose of enabling the Company to develop and operate the
Punitaqui Mine as a lessee-operator. This lessee-operator purchase structure
allows Battery to acquire all the MAP assets without assuming any potential
unknown liabilities while participating in 100% of the economic results of MAP.
MAP has granted the Company a 99 -year leasehold interest and call option
pursuant to which it can convert its leasehold interest in the Punitaqui Mining
Complex into a direct ownership interest, for no consideration other than any
outstanding Quarterly Installments , at any time within 15 years following
closing.
Commenting on the Punitaqui Acquisition and completion of the Private Placement,
Martin Kostuik, Chief Executive Officer of the Company, said:
“We are pleased to have closed the final tranche of the financing and wish to thank
our financing contributors for supporting this important transaction. We look forward
to continuing our objective of providing our shareholders with investment exposure
to the expanding global trend towards electrification through the development of our
battery minerals assets. With the right investment and development strategy, the
Punitaqui Mining Complex has significant upside potential as a sustainable, mid-size
copper producing asset in the near term. The existing infrastructure at Punitaqui will
allow us to execute on a focused low capital cost restart progra m. The Punitaqui
Mining Complex is situated in a 25km copper district which hosts numerous existing
operating and exploration projects – and is the only company with modern milling
infrastructure in th is highly prospective mining district. The Punitaqui mine most
recently produced approximately 21,000 tonnes of copper concentrate in 2019.
The Punitaqui Acquisition is transformational for Battery as it adds a potentially near
term cash flowing asset to complement our world class portfolio of battery mineral
exploration assets in North and South America and Korea . The Company continues
to pursue a focused program to build on the recently announced, +1 million lb cobalt
resource at MaCara, in Canada, by testing over 50 near term prospective targets. We
look forward to updating all our shareholders and partners in this exciting year ahead
as we take action to build a premier battery mineral resources company.”
Related Party Considerations
Weston Energy, LLC (" Weston Energy ") acquired an aggregate of 1, 069,138
Common Shares in the first tranche of the Private Placement for a subscription price
of US$555,952 (the " First Tranche Weston Subscription Price "), and an
aggregate of 1,538,462 Common Shares in the second tranche of the Private
Placement for a sub scription price of US$800.000 (the " Second Tranche
Subscription Price"). Weston Energy is an insider of the Company as a result of its
beneficial ownership of, or control or direction over, directly or indirectly, greater
than 10% of the outstanding Common Shares. In addition, certain directors and
officers of the Company acquired an aggregate of 211,941 Common Shares in the
Private Placement for an aggregate subscription price of US$31,105 and C$98,881.
The participation of such insiders in the Private Placement constitutes 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
determined that the transaction was exempt from the formal valuation and minority
shareholder approval requirements of MI 61 -101 by virtue of the exemptions
contained in Sections 5.5(a) and 5.7(1)(a) of MI 61 -101, as neither the fair market
value of securities issued to insiders nor the considerat ion paid by related parties
exceeded 25% of the Company's market capitalization. The Company did not file a
material change report in respect of the related party transaction 21 days in advance
of closing of the Private Placement because insider participat ion had not been
determined at that time. The shorter period was necessary in order to permit the
Company to close the Private Placement in a timeframe consistent with usual market
practice for transactions of this nature.
Weston Energy satisfied the First Tranche Weston Subscription Price by the
assignment to the Company of US$555,952 of "debtor-in-possession" financing owed
by MAP to Weston Energy (the " DIP Financing"), which amount has been paid to
the Company out of the proceeds of the Punitaqui Acquisi tion as described above .
Weston Energy financed the Second Tranche Weston Subscription Price by selling
1,538,462 Common Shares pursuant to a private agreement with a third party
purchaser concurrent with completion of the second tranche of the Private Placement.
Additional Information
The TSXV has in no way passed upon the merits of the Punitaqui Acquisitionor the
Private Placement, and has neither approved nor disapproved the contents of this
press release. 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.
All securities issued pursuant to the Private Placement will be subject to a hold period,
being four months and a day from the date of issuance.
Richard Goodwin, P. Eng , of JDS Energy and Mining Inc., is one of the Company's
Qualified Persons (“QP”) as defined by National Instrument 43-101 and has reviewed
the technical information disclosed in this press release.
Scientific and technical information pertaining to the cobalt resource at McAra was
extracted from the Company’s NI 43 -101 “Technical report on Cobalt Exploration
Assets in Canada” dated as of May 26, 2020 with an effective date of March 31, 2020,
prepared by Glen Cole (P. Geo) of SRK Consulting (Canada) Inc.
About Battery Mineral Resources Corp.
Battery is a multi-commodity resource company which provides investors with
exposure to the world -wide trend towards electrification . Battery is engaged in the
discovery, acquisition, and development of battery metals (cobalt, lithium, graphite,
nickel & 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. Battery 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 cobalt resource at MaCara by testing over
50 high-grade primary cobalt silver-nickel-copper targets. In addition, Battery owns
100% of ESI Energy Services, Inc., a pipeline equipment rental and sales company
with operations in Leduc, Alberta and Phoenix, Arizona. Finally, Battery is currently
developing the Punitaqui Mining Complex, and pursuing the potential near term
resumption of operations at the prior producing Punitaqui copper -gold mine. The
Punitaqui copper-gold mine most recently produced approximately 21,000 tonnes of
copper concentrate in 2019 and is located in the Coquimbo region of Chile.
For further information, please contact:
Battery Mineral Resources Corp.
Martin Kostuik
Phone: +1 (604) 229 3830
Email: [email protected]
The securities offered pursuant to the Private Placement have not been, and will not be, registered under
the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and
may not be offered or sold in the United States or to, or for the account or benefit of, United States persons
absent registration or any applicable exemption from the registration requirements of the U.S. Securities
Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Forward Looking Statements
This news release includes certain “forward -looking statem ents” under applicable
Canadian securities legislation, including statements related to the potential benefits
of the Punitaqui Acquisition and the likelihood of developing the Punitaqui Mining
Complex into a sustainable mid -sized copper producer. Actual future results may
differ materially. 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 suc h 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, pe rformance 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 the Punitaqui Acquisition, obtaining all required regulatory
approvals necessary to complete the Punitaqui Acquisition and the acquisition of
Xiana Indebtedness, 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.