Heliosx Lithium & Technologies Corp. Announces USD $4,708,800 (Equivalent to CAD $6,120,000) Proposed Private Placement from Ramas Capital Management, Llc
HELIOSX LITHIUM & TECHNOLOGIES CORP. ANNOUNCES USD
$4,708,800 (EQUIVALENT TO CAD $6,120,000) PROPOSED PRIVATE
PLACEMENT FROM RAMAS CAPITAL MANAGEMENT, LLC
CALGARY, AB, July 25, 2022 /CNW/ - HeliosX Lithium & Technologies Corp.
("HeliosX" or the "Company") (TSXV: HX) (OTCQB: HXLTF) (FSE: C2U0) is pleased
to announce that it intends to complete a non-brokered private placement offering of
7,200,000 units of the Company (each a "Unit") at a price of USD $0.654 (equivalent to
CAD $0.85) per Unit (the "Issue Price") for aggregate gross proceeds of USD
$4,708,800 (equivalent to CAD $6,120,000) (the "Offering") from Ramas Capital
Management, LLC, a Houston, TX based private investment firm focused on the
transition of the global energy sector (the "Ramas" or the "Institutional Investor").
Each Unit shall be comprised of one common share (each a "Common Share") in the
capital of the Company and one fully transferable common share purchase warrant
(each a "Warrant"). Each Warrant shall entitle the holder thereof to acquire one
Common Share at a price of USD $0.654 (CAD$0.85) per Common Share for a period
of 60 months from the date of issuance. The Company and Ramas have entered into a
non-binding term sheet which is subject to execution of a legally binding agreement.
The exchange rate used for determining the value of each Unit in US Dollar with the
Canadian Dollar is fixed at 1:1.3. Stifel Nicolaus Canada Inc. is acting as an advisor to
the Company in connection with the Offering.
On June 24, 2022, HeliosX shareholders authorized the Company to enter into one or
more distributions of securities up to a maximum of 20% of the number of the
Company's outstanding shares in the ensuing 12-month period. The Offering, once fully
subscribed, will represent 17% of the Company's outstanding capitalization after
completion of Offering. Upon Closing, the HeliosX Board will increase in size from its
current five members to six with the addition of a new Ramas board member.
All securities issued pursuant to the Offering will be subject to a hold period of four
months plus a day from the date of issuance and the resale rules of applicable
securities legislation. Net proceeds from the Offering will be used to continue the
Company's de-risking activities, including reservoir modelling and drilling, as well as to
finance the construction of Direct Lithium Extraction (DLE) pilot facilities in Argentina
and Canada and other operating, general and administrative expenses approved by the
Board.
The closing of the Offering is subject to certain conditions including (a) completion of
due diligence to the satisfaction of the Institutional Investor and negotiation, execution
and approval of definitive transaction documentation; (b) receipt of all necessary
regulatory and other approvals, including the approval of the TSX Venture Exchange.
The Company expects to close the Offering in August 2022 (the "Closing").
"After comprehensive due diligence, HeliosX is pleased to welcome an accomplished
Institutional Investor to the HeliosX team. This agreement re-enforces our previous
commitments to our shareholders to develop a well-financed, next generation, leading
Lithium developer throughout North and South America. Our assets are located in Jujuy
(Argentina), Nevada (USA) and Alberta (Canada) which provide a diverse portfolio of
Lithium brine opportunities. We will continue to seek accretive acquisitions as well as,
continue to move towards resource identification and subsequent commercialization of
our asset portfolio", said Christopher Brown, P. Eng., HeliosX's CEO.
"Ramas seeks to assemble a portfolio of critical mineral investments to support the
clean energy transition," said Ganesh H. Betanabhatla, Ramas' Managing Partner and
Chief Executive Officer. "Our proposed investment in HeliosX is a reflection of our
confidence in management's ability to commercialize its diversified base of lithium brine
assets. We believe that management's successful track record of global asset
development coupled with its financial acumen and sophisticated next generation
approach to technology positions the Company for long-term success."
This news release shall not constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of the securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. The securities referred in this news
release have not been, nor will they be, registered under the United States Securities
Act of 1933, as amended, (the "U.S. Securities Act"), or any U.S. state securities laws,
and such securities may not be offered or sold within the United States or to any U.S.
person absent registration under U.S. federal and state securities laws or an applicable
exemption from such U.S. registration requirements. "United States" and "U.S. person"
have the respective meanings ascribed to them in Regulation S under the U.S.
Securities Act.
About HeliosX
HeliosX is an integrated lithium exploration company, incorporating the latest in direct
lithium extraction ("DLE") technologies, to unlock potential commercial opportunities in
Alberta (Canada), Nevada (USA) and Jujuy (Argentina). The Company
holds over 560,000 lithium brine acres across three prospective lithium jurisdictions,
providing potential exposure to multiple lithium brine play types. The company has
selected specific DLE technologies which it believes will maximize potential lithium
opportunities in each operational jurisdiction and continues to move forward with
technical modeling and information gathering to better delineate the prospective lithium
resources.
Notice on Forward Looking Information
Certain statements and information herein, including all statements that are not
historical facts, contain forward-looking statements and forward-looking information
within the meaning of applicable securities laws. Such forward-looking statements or
information include but are not limited to statements or information with respect to the
completion of the Offering, the expected closing date for the Offering, the anticipated
use of net proceeds from the Offering and the addition of a new board member from
Ramas. Often, but not always, forward-looking statements or information can be
identified by the use of words such as "estimate", "project", "belief", "anticipate",
"intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or
such variations thereon or comparable terminology are intended to identify forward-
looking statements and information.
With respect to forward-looking statements and information contained herein, HeliosX
has made numerous assumptions including among other things, assumptions about the
successful negotiation and execution of definitive transaction documentation with the
Institutional Investor, receipt of all necessary regulatory and other approvals, including
the approval of the TSX Venture Exchange, satisfaction of all other conditions to
completion of the Offering and general business and economic conditions of the
Company and the market in which it operates. The foregoing list of assumptions is not
exhaustive.
Although management of HeliosX believe that the assumptions made and the
expectations represented by such statements or information are reasonable, there can
be no assurance that forward-looking statements or information herein will prove to be
accurate. Forward-looking statements and information by their nature are based on
assumptions and involve known and unknown risks, uncertainties and other factors
which may cause actual results, performance or achievements, or industry results, to be
materially different from any future results, performance or achievements expressed or
implied by such forward-looking statements or information. These factors include, but
are not limited to: failure to execute definitive transaction documentation with the
Institutional Investor or to satisfy all conditions to completion of the Offering; risks
associated with the business of HeliosX; business and economic conditions in the
lithium industry generally; changes in commodity prices; changes in interest and
currency exchange rates; government action or delays in the receipt of government or
regulatory approvals, industrial disturbances or other job action, and unanticipated
events related to health, safety and environmental matters); changes in general
economic conditions or conditions in the financial markets; changes in laws; risks
related to the direct and indirect impact of COVID-19 including, but not limited to, its
impact on general economic conditions, the ability to obtain financing as required; and
other risk factors as detailed from time to time including the risk factors set out in
HeliosX's annual information form for the year ended November 30, 2021 filed on
SEDAR at www.sedar.com. HeliosX does not undertake to update any forward-looking
information, except in accordance with applicable securities laws.
HELIOSX LITHIUM AND TECHNOLOGIES CORP.
(signed) "Christopher Brown"
Christopher Brown
CEO
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 release.
SOURCE HeliosX Lithium & Technologies Corp
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For further information: Christopher Brown, P. Eng - CEO, Telephone: (403) 812-
0568, Email: [email protected]
CO: HeliosX Lithium & Technologies Corp
CNW 16:35e 25-JUL-22