Edison Lithium Announces Closing of Non-Brokered Private Placement
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FOR DISSEMINATION IN THE UNITED STATES/
NEWS RELEASE
Edison Lithium Announces Closing of Non-Brokered Private Placement
Vancouver, British Columbia, October 24, 2023 – Edison Lithium Corp. (TSXV: EDDY; FSE: VV00)
(“Edison” or the “Company”) is pleased to announce that, further to its news release of September 8, 2023,
it is closing its non-brokered private placement (the “Private Placement”) with the issuance of a total of
4,000,000 units (the “Units”) of the Company at a price of $0.12 per Unit for proceeds of $480,000.
Each Unit consists of one (1) common share (“ Share”) in the capital of the Company and one (1) Share
purchase warrant (“ Warrant”), whereby each Warrant entitles the warrant holder to acquire one (1)
additional Share at a price of $0.20 until October 26, 2025, being the date that is twenty-four (24) months
from the date of issuance.
The net proceeds of the Private Placement will be used primarily to fund the Company’s projects. In
consideration of the introduction to the Company of investors in the Private Placement, agent fees and
finder's fee are applicable. The Company has agreed to pay Florence Wealth Management Corp. (“Florence
Wealth”), acting in the capacity as agent of the Private Placement, an agent’s cash fee in the amount of
$9,600 (the “ Agent Cash Commission ”) and to issue to Florence a total of 80,000 non-transferable
commons share purchase warrants (the “Agent Warrants”). The Company has also agreed to pay certain
eligible finders a finder’s fee in cash (a “Finder Cash Commission”) and to issue non-transferable common
share purchase warrants (“ Finder Warrants ”) to (i) Canaccord Genuity Corp. - $1,440 Finder Cash
Commission and 12,000 Finder Warrants; (ii) PI Financial Corp. - $6,960 Finder Cash Commission and
58,000 Finder Warrants; and (iii) Florence Wealth - acting in the capacity as a finder - $24,336 Finder Cash
Commission and 202,800 Finder Warrants. Each Agent Warrant and Finder Warrant shall entitle the agent
or finder, as the case may be, to acquire one (1) additional Share at a price of $0.20 until October 26, 2025,
being the date that is twenty-four (24) months from the date of issuance.
Closing of the Private Placement remains subject to final acceptance by the TSX Venture Exchange.
All securities to be issued in connection with the Private Placement will be subject to a statutory four-month
hold period under applicable Canadian securities laws commencing on the closing date and expiring on
February 27, 2024.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities
in the United States. The securities offered have not been and will not be registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be
offered or sold within the United States or to, or for the account or benefit of, U.S. persons unless registered
under the U.S. Securities Act and applicable state securities laws, unless an exemption from such
registration is available.
Related Party Participation in the Private Placement
Certain insiders of the Company participated i n the Private Placement acquiring an aggregate of 920,000
Units. Nathan Rotstein, Chief Executive Officer, President, and Director of the Company, purchased
400,000 Units; Luisa Moreno, Chief Operating Officer and Director , purchased 45,000 Units; Jay
Richardson, Chief Financial Officer and Director , purchased 10 0,000 Units; Roger Dahn , Director ,
purchased 45,000 Units ; and Gordan Jang, Director, indirectly subscribed for an aggregate of 330,000
Units. The participation by i nsiders in the Private Placement constitutes a “related party transaction ” as
defined under Multilateral Instrument 61 -101 - Protection of Minority Security Holders in Special
Transactions (“MI 61-101”). The Company is relying on the exemptions from the valuation and minority
shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61 -101,
as neither the fair market value of the securities purchased by insiders, nor the consideration for the
securities paid by such insiders, exceeded 25% of the Company's market capitalization. The Company did
not file a material change report in respect of the related party transaction at least 21 days before the closing
of the Private Placement, which the Company deems reasonable in the circumstances in order to complete
the Private Placement in an expeditious manner.
About Edison Lithium Corp.
Edison Lithium Corp. is a Canadian-based junior mining exploration company focused on the procurement,
exploration and development of cobalt, lithium, and other energy metal properties. The Company’s
acquisition strategy is based on acquiring affordable, cost-effective, and highly regarded mineral properties
in areas with proven geological potential. Edison is building a p ortfolio of quality assets capable of
supplying critical materials to the battery industry and intends to capitalize on and have its shareholders
benefit from the renewed interest in the battery metals space.
On behalf of the Board of Directors:
“Nathan Rotstein”
Nathan Rotstein
Chief Executive Officer and Director
For more information please contact:
Tel: 416-526-3217
Email: [email protected]
Website: www.edisonlithium.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of
the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Disclaimer: This news release contains certain forward-looking statements. Statements
that are not historical facts, including state ments about Edison’s beliefs and expectations, are forward -
looking statements. Forward-looking statements involve inherent risks and uncertainties and a number of
factors could cause actual results to differ materially from those contained in any forward -looking
statement. In some cases, forward-looking statements can be identified by words or phrases such as “may”,
“will”, “will be”, “expect”, “anticipate”, “target”, “aim”, “estimate”, “intend”, “plan”, “believe”,
“potential”, “continue”, “proposes”, “contemplates”, “is/are likely to” or other similar expressions.
Forward-looking statements in this news release relate to, among other things , the Private Placement,
including the closing thereof, the use of proceeds received therefrom , and the receipt of applicable
regulatory approvals, including the acceptance of the Exchange . 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
management on the date the statements are made and are based upon a number of assumptions and estimates
that, while considered reasonable by the respective parties, are i nherently 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, delays or failure to obtain all required approvals. Readers
should not place undue reliance on the forward-looking statements and information contained in this news
release concerning these items. All information provided in this news release is as of the date of this news
and t he Company does not assume any obligation to update the forward -looking statements of beliefs,
opinions, projections, or other factors, should they change, except as required by applicable securities laws.