Green Shift Commodities Closes Private Placement
Green Shift Commodities Closes Private Placement
Toronto, Ontario – December 22, 2022 – Green Shift Commodities Ltd. (TSXV: GCOM), (“Green Shift” or the
“Company”) is pleased to announce that it has closed its previously announced non -brokered private placement
financing of units (the “Units”) of the Company at a price of $0.15 per Unit (the “Issue Price”), for gross proceeds of
$2,307,055.65 (the “Offering”).
The Company issued an aggregate of 15,380,371 Units with e ach Unit consist ing of one common share in the
capital of the Company (each, a “Common Share”) and one Common Share purchase warrant (each, a “Warrant”).
Each Warrant entitles the holder to purchase one Common Share at an exercise price of $0.25 until December 22,
2024.
Trumbull Fisher, CEO and Director of Green Shift commented, “With the completion of this financing, we are
entering 2023 in a stronger financial position and equipped to advance our uranium and battery commodity assets.
Importantly, we are excited for our Argentine technical team to start doing groundwork at our district scale lithium
acquisition in Argentina upon closing of that transaction, which is expected in January. We want to thank our existing
shareholders for their support and sharing our vision, and welcome new investors to our registry, as we embark on
what we hope will be a substantial year of progression ahead.”
The net proceeds of the Offering will be used to advance the Company’s battery commodity and uranium portfolio
projects, working capital and general corporate purposes. The Company paid finder fees to Red Cloud Securities
Inc., Stephen Avenue Securitie s Inc., Canaccord Genuity Corp. and Haywood Securities Inc. in the aggregate
amount of $105,837.49 in cash and 702,916 non-transferable finder warrants in connection with the Offering. Each
finder warrant entitles the holder to purchase one Common Share at an exercise price of $0.15 until December 22,
2024.
The Offering was completed pursuant to the Listed Issuer Financing Exemption under National Instrument 45-
106 – Prospectus Exemptions and accordingly the securities issued pursuant to the Offering are not subject to a
hold period pursuant to applicable Canadian securities laws.
The Offering, including payment of the fi nder fees, is subject to the final approval of the TSX Venture Exchange
(the “TSXV”). The securities issued to certain insiders of the Company are subject to a four -month hold period
ending on April 23, 2023 in accordance with the policies of the TSXV.
The Company is pleased to have received support and participation from it s existing shareholders in the private
placement. In particular, Mega Uranium Ltd., an insider of the Company, acquired an aggregate of 3,333,000 Units
on the same terms as other investors for gross proceeds to the Company of $499,999.95 (the “Insider Participation”).
The Insider Participation constitutes a “related party transaction” pursuant to Multilateral Instrument 61 -101 –
Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is ex empt from the
requirement to obtain a formal valuation or minority shareholder approval in connection with the Insider Participation
under MI 61-101 in reliance on Sections 5.5(a) and 5.7(1)(a) of MI 61-101 due to the fair market value of the Insider
Participation being below 25% of the Company’s market capitalization for purposes of MI 61 -101. The Company
did not file a material change report 21 days prior to the expected closing date of the Offering as the details of the
Insider Participation had not been finalized at that time. The Offering has been approved by the board of directors
of the Company. The Company has not received nor has it requested a valuation of its securities or the subject
matter of the Insider Participation in the 24 months prior to the date hereof.
2
About Green Shift Commodities Ltd.
Green Shift Commodities Ltd . is focused on the exploration and development of commodities needed to help
decarbonize and meet net-zero goals.
The Company is developing the Berlin Deposit in Colombia. Apart from uranium, for clean nuclear energy, the Berlin
Deposit contains battery commodities including nickel, phosphate, and vanadium. Phosphate is a key component
of lithium-ion ferro-phosphate (“LFP”) batteries that are being used by a growing list of electric vehicle manufacturers.
Nickel is a component of various lithium-ion batteries, while vanadium is the element used in vanadium redox flow
batteries. Neodymium, one of the rare earth elements contained within the Berlin Deposit, is a key component of
powerful magnets that are used to increase the efficiency of electric motors and in generators in wind turbines.
For further information, please contact:
Trumbull Fisher, CEO, Green Shift Commodities Ltd.
Tel: (416) 917-5847
Forward-Looking Statements
This news release includes certain “forward looking statements”. Forward-looking statements consist of statements
that are not purely historical, including statements regarding beliefs, plans, expectations or intentions for the future,
and include, but not limited to, statements with respect to: the anticipated use of proceeds from the Offering; the
approval of the TSX V; the outcome of permitting activities, the completion of future exploration work and the
potential metallurgical recoveries and results of such test work; the future direction of the Company’s strategy; and
other activities, events or developments that are expected, anticipated or may occur in the future. These statements
are based on assumptions, including: (i) receipt of final TSXV approval; (ii) the ability to achieve positive outcomes
from test work ; (iii) actual results of our exploration, resource goals, metallurgical testing, economic studies and
development activities will continue to be positive and proceed as planned, ( iv) requisite regulatory and
governmental approvals will be received on a timely basis on terms acceptable to Green Shift (v) economic, political
and industry market conditions will be favourable, and (v i) financial markets and the market for uranium, batter y
commodities and rare earth elements will continue to strengthen. Such statements are subject to risks and
uncertainties that may cause actual results, performance or developments to differ materially from those contained
in such statements, including, but not limited to: (1) failure to obtain final TSXV approval for the Offering, (2) changes
in general economic and financial market conditions, ( 3) changes in demand and prices for minerals, ( 4) the
Company’s ability to source commercially viable reactivation transactions and / or establish appropriate joint venture
partnerships, ( 5) litigation, regulatory, and legislative developments, dependence on regulatory approvals, and
changes in environmental compliance requirements, community support and the political and economic climate, (6)
the inherent uncertainties and speculative nature associated with exploration results, resource estimates, potential
resource growth, future metallurgical test results, changes in project parameters as plans evolve, ( 7) competitive
developments, (8) availability of future financing, ( 9) the effects of COVID -19 on the business of the Company,
including, without limitation, effects of COVID -19 on capital markets, commodity prices, labour regulations, supply
chain disruptions and domestic and international travel restrictions, (10) exploration risks, and other factors beyond
the control of Green Shift including those factors set out in the “Risk Factors” in our Management Discussion and
Analysis dated May 2, 2022 for the fiscal year ended December 31, 2021 available on SEDAR at www.sedar.com.
Readers are cautioned that the assumptions used in the preparation of such information, although considered
reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed
on forward-looking statements. Green Shift Commodities Ltd. assumes no obligation to update such information,
except as may be required by law.
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 press
release.