Global Battery Metals Provides Corporate Update
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Global Battery Metals Provides Corporate Update
- Settlement Agreement for Leinster Lithium Project -
Vancouver, British Columbia – November 25, 2024 – Global Battery Metals Ltd. (the “Company” or
“GBML”) (TSXV: GBML; OTCQB: REZZF; Frankfurt: REZ), an international critical mineral
exploration company focused on growth -oriented lithium, copper and battery metal projects, announce s
that further to its news release of April 22, 2024, the Company has reached an agreement with LRH
Resources Limited (“ LRHR”) and Technology Minerals PLC (“ TM1”), the parent company of LRHR,
with respect to the Leinster Lithium Project (the “Project” or the “Property”) in Ireland (the “Settlement
Agreement”). The Settlement Agreement is effective as of October 11, 2024.
As background, the Company and LRHR signed an original letter of intent on October 28, 2018, executed
the first amendment thereto on April 16, 2020, and a second amendment thereto on August 15, 2022
(together, the “LOI”). Under the LOI, GBML had the right to exercise up to three options (the “Options”)
to acquire up to a 90% equity interest in the Property. In connection with the Options, GBML funded the
required exploration work to enable GBML to exercise the first and second Options and, thereby, acquired
a 55% equity interest in the Project (the “GBML Interest”). Subsequently, TM1 signed a binding Heads of
Agreement (the “HoA”) disclosed in April 2024 to sell 100% of the issued share capital of LRHR, which
holds legal title to the exploration licenses forming the Project, to European Lithium Limited (“ ELL”).
This HOA subsequently expired; however, TM1 and ELL have executed a definitive purchase and sale
agreement today. The consideration for the shares of LRHR is the transfer of 1,371,742 fully paid shares of
Critical Metals Corp., a company listed on NASDAQ under security symbol ‘CRML’ (the “Consideration
Shares”), held by ELL to TM1 or its nominee. The Consideration Shares represent the net consideration of
US$9,000,000 (the “Net Consideration”), being US$10,000,000 less commission and other expenses, and
will be locked up until February 28, 2025.
The parties to the LOI have negotiated the Settlement Agreement to resolve differences regarding the terms
of the joint venture agreement that was to be made between LRHR and the Company to govern the
management of the Project. Pursuant to the Settlement Agreement, LRHR, TMI, and the Company have
agreed to terms for the termination of their mutual obligations under the LOI and for the full and final
settlement of differences. Subject to the receipt of approval by the shareholders of the Company and
acceptance by the TSX Venture Exchange (the “Exchange”), the LOI shall be terminated . The GBML
Interest shall be deemed transferred to LRHR in exchange for an aggregate of 284,362 of the Consideration
Shares (the “GBML Portion”) to be delivered by TMI to GBML.
The GBML Portion represents the proportion of the Consideration Shares attributable to 55% of 50% of
the Net Consideration and the Settlement Agreement also contemplates that the Company’s outstanding
Property exploration expenditures in the amount of €377,327.29 (the “GBML Payable”) will be settled in
Consideration Shares issued directly to the creditors. For clarity, the GBML Portion is net of satisfying the
GBML Payable.
The closing price per Consideration Share as at November 25, 2024, was US$6.47.
Completion of the transaction is subject to customary conditions including, but not limited to: (i) the
approval of shareholders of the Company of certain matters related to transaction; (ii) receipt of all required
consents; and (iii) the approval of the transaction by the Exchange. The transaction is a “Reviewable
Disposition” for the Company as such term is defined under the policies of the Exchange. T he Company
intends to hold an annual and special meeting of shareholders in Q1 2025 (the “AGSM”) to approve, among
other items, the proposed disposition of the Property assets and the Consolidation (as defined below). The
date of the ASGM will be announced once it has been formally approved by the Company’s board of
directors.
At the AGSM, the Company will also seek shareholder approval for a consolidation of its share capital on
a 10 -for-1 basis, consolidating its 78,539, 280 currently outstanding common shares to approximately
7,853,928 common shares (the “Consolidation”). The exercise price and number of common shares of the
Company issuable upon the exercise of any outstanding stock options, common share purchase warrants or
other convertible securities will be proportionately adjusted to reflect the Consolidation. The Consolidation
will be subject to final acceptance by the Exchange.
Upon completion of the above, the Company will explore financing opportunities to fund exploration work
on its remaining assets.
The board of directors of the Company approved the transaction and will recommend that shareholders of
the Company vote in favour of the sale of the Property assets at the AGSM. Further details regarding the
transaction will be provided in a management inf ormation circular (the “ Circular”) to be prepared in
connection with the AGSM. The Settlement Agreement and the Circular, once mailed, will be filed under
the Company’s issuer profile on SEDAR+ at www.sedarplus.ca.
About Global Battery Metals Ltd.
GBML is an international mineral exploration and development company with a focus on lithium, copper
and other metals that comprise and support the rapid evolution to battery power. GBML currently maintains
economic interests in four battery metal projects: (1) an option to acquire up to a 90% interest in the Leinster
Lithium Property (which is the subject matter of the S ettlement Agreement); (2) an option to acquire an
additional six licenses contiguous to the Leinster Lithium Project from Tancred Resources, covering 249
km2 adjacent to the Knockeen Lithium Pegmatite Project ; (3) a 100% interest in the drill -ready Lithium
King Property in Utah; and ( 4) a 55% stake in Peru -based Lara Copper Property, which has over 10,000
metres of drilling. As previously disclosed, Minsur S.A., a Peruvian mining company, entered into an option
agreement with GBML and Lara Exploration Ltd. to acquire the Lara copper property for staged payments
of USD$5.75 million. GBML will retain a 0.75% net smelter return royalty. GBML’s common shares are
listed on the Exchange (TSXV: GBML); Frankfurt Stock Exchange (FSE: REZ); and are quoted on the
OTC Markets (OTCQB: REZZF).
Global Battery Metals Ltd.
Michael Murphy BA, MBA, MSc., ICD
President & CEO
T: 604-649-2350
W: www.gbml.ca
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.
Cautionary Statement Regarding “Forward-Looking” Information
This news release contains certain “forward -looking information” and “forward -looking statements”
(collectively “forward-looking statements”) within the meaning of applicable securities legislation. All
statements, other than statements of historical fact, included herein, without limitation, statements relating
the future operations and activities of the Company, are forward -looking statements. Forward -looking
statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”,
“intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events,
conditions, or results “will”, “may”, “could”, or “should” occur or be achieved. Forward-looking statements
in this news release relate to, among other thi ngs, completion of the sale of the Leinster Lithium Project
and the transactions contemplated thereby, the satisfaction of the terms of the Settlement Agreement,
including shareholder and regulatory approval thereof, and shareholder and regulatory approval and
implementation of the consolidation of the Company’s issued share capital. 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 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 ability to obtain required shareholder and regulatory approvals.
Readers should not place undue reliance on the forward -looking statements and information contained in
this news release concerning these items. Readers are urged to refer to the Company's reports, publicly
available through the Canadian Securities Administrators' System for Electronic Document Analysis and
Retrieval (SEDAR+) at www.sedarplus.ca for a more complete discussion of such risk factors and their
potential effects. The 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.