Boron One Announces Early Warrant Exercise Incentive Program
NATDOCS\72964346\V-1
BORON ONE HOLDINGS INC.
NEWS RELEASE – for immediate release
Boron One Announces Early Warrant Exercise Incentive Program
August 8, 2023
Boron One Holdings Inc. (“Boron One” or the “Company”) [TSXV: BONE], is pleased to announce the
implementation of a warrant exercise incentive program (the “Program”) intended to encourage the exercise of up
to 14,362,833 unlisted common share purchase war rants of the Company (the “Eligible Warrants”) which were
issued as part of the Company’s private placements which closed on September 24, 2021 and September 22, 2020.
The warrant issued on September 24, 2021 had an exercise price of $0.10, and the warran ts issued on September
22, 2020 had an exercise price of $0.05. The board of directors of the Company have determined it to be in the best
interests of the Corporation to reprice the warrants issued on September 24, 2021 from the current exercise price of
C$0.10 per share of common stock to C$0.05 per Warrant Share (the “Warrant Repricing”).
Each Eligible Warrant is exercisable for one common share of the Company (each a “Common Share”) at a price
of $0.05 per Common Share, subject to the approval of the TSX Venture Exchange to the propose Warrant
Repricing. The September 24, 2021 warrants expire on September 24, 2023 and the September 22, 2020 warrants
expire on September 9, 2023, at 5:00 p.m. (Vancouver time).
To the extent that holders of Eligible Warrants take advantage of the opportunity to exercise their Eligible Warrants
early, this will fund working capital purposes. Eligible Warrants that remain unexercised following the completion
of the Early Exercise Period (defined below) will co ntinue to be exercisable for Common Shares on the original
terms as they existed prior to the Program.
Summary Information about Warrant Incentive Program
Pursuant to the Program, the Company is offering an inducement to each holder of Eligible Warrants (“Warrant
Holders”) that exercises Eligible Warrants during an early exercise period (the “Early Exercise Period”) consisting
of one new Warrant (the “New Wa rrant”) in addition to the common share subscribed for. Each New Warrant is
exercisable at $0.10 in the first year, and $0.20 in the second year, until August 30, 2025, subject to the right of the
Corporation to accelerate expiry upon 30 days notice if th e shares of the Corporation trade on the TSX Venture
Exchange at or above $0.20 in the first year, and $0.40 in the second year, for a period of 10 days.
The Early Exercise Period will commence on August 15, 2023 at 9:00 a.m. (Vancouver time) and will expire on
August 29, 2023 at 5:00 p.m. (Vancouver time) (the “Early Exercise Expiry Date”). The Incentive Warrants and
any Common Shares issuable on the exercise thereof will be subject to a four -month hold period from the date of
issuance of the Incentive Warrants pursuant to applicable Canadian securities laws.
Depending upon the number of Eligible Warrants exercised during the Early Exercise Period, the Company expects
to:
· receive gross proceeds of up to $718,141.65;
· issue up to 14,362,833 Common Shares pursuant to the exercise of Eligible Warrants in accordance with
the terms of the Eligible Warrants; and
· issue up to 14,362,833 Incentive Warrants to Warrant Holders pursuant to the exercise of the Eligible
Warrants on or before the Early Exercise Expiry Date.
NATDOCS\72964346\V-1
The terms and conditions of the Program and the method of exercising Eligible Warrants pursuant to the Program
are set forth in a letter which is being delivered to the last known contact of each Warrant Holder. Warrant Holders
who wish to participate in the Program will agree to exercise their Eligible Warrants and deliver the other necessary
documents in consideration of the issuance by the Company of the Incentive Warrants.
The Program and the Warrant Repricing is subject to approval from the TSX Venture Exchange (the “Exchange”)
and is subject to the receipt of all final regulatory approvals, including final approval of the Exchange. The number
of Eligible Warrants to be exercised by insiders of the Company is limited to no more than 10% of the total Eligible
Warrants, being 14,362,833 Eligible Warrants, and the Company will issue no more than 1,436,283 Incentive
Warrants to insiders under the Program. Insiders presently hold 1.0% of the Eligible Warrants.
Procedure for the Exercise of Warrants
Upon commencement of the Early Exercise Period, registered holders of Eligible Warrants may exercise their rights
to acquire the Common Shares and Incentive Warrants.
All Eligible Warrants must be processed through the Company at the offices of the Company located at 203, 645
Fort Street, Victoria, British Columbia V8W 1G2.
To exercise Eligible Warrants during the Early Exercise Period, until August 29, 2023 at 5:00 p.m. (Vancouver
time), a Warrant Holder must:
1. Surrender the original Warrant Certificate(s) representing the Eligible Warrants to the Company by hand
or courier at the address noted above. The Warrant Certificate(s) representing the Eligible Warrants must be
submitted together with:
(a) a duly completed and executed Subscription Form as attached to the Eligible Warrant Certificate, specifying
the number of Eligible Warrants that the Warrant Holder intends to exercise; and
(b) a certified cheque, bank draft or money order in Canadian dollars, payable to or to the order of “Boron One
Holdings Inc.” in an amount equal to $0.05 multiplied by the number of Eligible Warrants that the Warrant Holder
intends to exercise.
All Eligible Warrant Certificates surrendered for full exercise will be cancelled by the Company and will be of no
further force or effect.
All Eligible Warrant Certificates surrendered together with a duly completed and executed Subscription Form, and
payment of the applicable exercise price for the number of Eligible Warrants exercised will be deemed to be
surrendered only upon personal delivery thereof to, or, if sent by mail or other means of transmission, upon actual
receipt thereof by the Company. Any use of the mail to transmit Eligible Warrant Certificates is at the risk of the
Warrant Holder. If such documents are to be mailed, it is recommended that registered mail, properly insured, be
used with acknowledgement of receipt requested.
Fractional Shares
The Company will not be obligated to issue any fractional Common Shares, fractional Incentive Wa rrants or any
cash or other consideration in lieu thereof upon the exchange of one or more Eligible Warrants. If any fraction of
a Common Share or Incentive Warrant would otherwise be issuable, the number of such securities so issued will be
rounded down to the nearest whole number without compensation thereof.
NATDOCS\72964346\V-1
On behalf of the Board of Directors,
Tim Daniels, President
About Boron One Holdings Inc.
Boron One Holdings Inc. is an international mineral exploration and development company with boron assets in
Serbia. Headquartered in Victoria, B.C., Canada, Boron One’s shares are traded on the TSX Venture Exchange
under the symbol "BONE". For detailed information please see BoronOne's website at www.boronone.com or the
Company's filed documents at www.sedar.com..
For further information, please contact: Boron’s Public Quotations:
Boron One Holdings Inc. Canada
Blake Fallis, General Manager TSX Venture: BONE
Phone: 1-250- 384-1999 or 1-888-289-3746 Berlin: EKV
[email protected] US: SEC 12G3-2(B) #82-4432ERVFF
www.boronone.com OTCBB: ERVFF
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.