Grounded Lithium Closes Non-Brokered Private Placement Raising $3.0 Million in Gross Proceeds
Grounded Lithium Closes Non-Brokered
Private Placement Raising $3.0 Million in
Gross Proceeds
/NOT FOR DISSEMINATION IN
THE UNITED STATES
. FAILURE TO COMPLY WITH THIS
RESTRICTION MAY CONSTITUTE A VIOLATION OF
UNITED STATES
SECURITIES LAW./
CALGARY, AB
,
Nov. 7, 2022
/CNW/ - (TSXV: GRD) - Grounded Lithium Corp. ("
GLC
" or the
"
Company"
) is pleased to announce it closed its previously announced non-brokered financing of
special warrants of the Company ("
Special Warrants
") for gross proceeds of
$3.0 million
(the
"
Offering
"). In total, 12,000,000 Special Warrants, were issued in connection with the Offering,
with each Special Warrant entitling the holder, upon the exercise of each Special Warrant, to receive
without payment of additional consideration, one unit of the Company (a "
Unit
"). Each Unit is
comprised of one common share of the Company (a "
Common Share
") and one common share
purchase warrant (a "
Warrant
"). Each Warrant shall be exercisable to acquire one Common Share
(a "
Warrant Share
") at a price of
$0.50
per Warrant Share for a period of 24 months from the
closing of the Offering.
The Special Warrants shall be automatically exercisable for Units on a one-for-one basis on the date
which is the earlier of:
(i) the second business day following the date on which a receipt is obtained from the
Alberta Securities Commission, as principal regulator on behalf of the applicable securities
regulatory authorities in each of the provinces and territories of
Canada
in which the Special
Warrants are sold for a (final) prospectus to qualify the distribution of the Units underlying the
Special Warrants; and
(ii) the date which is four months and a day following the closing date of the Offering.
The Company's resulting capital structure with completion of the Offering is as follows:
Number of
Shares
Potential Future
Proceeds
Common shares, basic
68,872,750
$
-
Warrants, $0.50 exercise price
12,000,000
$
6,000,000
Management incentives
7,409,100
$
1,455,000
Finders warrants, financings to date
2,351,862
$
447,676
Common shares, fully diluted
90,633,712
Potential future proceeds
$
7,902,676
The Company will earmark these funds towards two important short-term objectives: (1)
engagement of Hatch Ltd. with that contract's corresponding lithium extraction technology
assessment and selection for GLC's brine resources, and (2) completion of a preliminary economic
assessment on the Company's Kindersley Lithium Project. Attainment of these two short-term
objectives sets the stage for further operational and valuation milestones as the Company
measurably moves towards the goal of commercial production.
"We are delighted to close on this amended financing capped at
$3 million
," commented
Greg
Phaneuf
, VP Finance & CFO. "Access to capital is crucial in the junior resource development
industry and with strong support from a number of key existing shareholders on this capital raise, we
are now able to measurably move the business forward to create additional shareholder value."
The Company paid an aggregate of approximately
$87,000
in finders fees and issued an aggregate
of 347,725 finder warrants ("
Finder
Warrants
") to certain arms-length finders in connection with the
Offering. Each Finder Warrant entitles the finder to purchase Common Shares at a price of
$0.25
for a period of two years from the date of issue.
GLC advises that certain insiders of the Company participated in the Offering pursuant to available
related party exemptions under Multilateral Instrument 61-101 ("
MI 61-101
"). The Company was
exempt from the requirements to obtain a formal valuation or minority shareholder approval in
connection with the insiders' participation in the Offering in reliance on sections 5.5(a) and 5.7(1)(a)
of MI 61-101 in that the fair market value (as determined under MI 61-101) of the consideration for
securities of the Company to be issued to related parties does not exceed 25% of the Company's
market capitalization (as determined under MI 61-101). A material change report in connection with
the participation of insiders in the Offering will be filed less than 21 days in advance of the closing of
the Offering, which the Company deemed reasonable in the circumstances so as to be able to avail
itself of potential financing opportunities and complete the Offering in an expeditious manner. The
closing of the Offering is subject to regulatory approval including that of the TSX Venture Exchange.
The Finder Warrants and prior to the filing of the final prospectus and the automatic exercise of the
Special Warrants, the Special Warrants will be subject to a hold period expiring
March 4, 2023
.
About Grounded Lithium Corp.
GLC is a publicly traded lithium brine exploration and development company that controls 2.9 million
tonnes of lithium carbonate equivalent over its focused land holdings in
Southwest Saskatchewan
.
GLC's multi-faceted business model involves the consolidation, delineation, exploitation and ultimate
development of its opportunity base to fulfill our vision to build a best-in-class, environmentally
responsible, Canadian lithium producer supporting the global energy transition shift.
Qualified Persons
Scientific and technical information contained in this press release has been prepared under the
supervision of
Doug Ashton
, P.Eng,
Idi Ishaya
, P.Eng,
Patou Zeleke
, P.
Eng and Thomas Jerome
, P.
Geo, each of whom are a qualified person within the meaning of National Instrument 43-101 –
Standards of Disclosure for Mineral Projects
.
Forward-Looking Statements
This press release may contain forward-looking statements and forward-looking information within
the meaning of applicable Canadian securities laws. The opinions, forecasts, projections and
statements about future events of results, are forward looking information, forward-looking
statements or financial outlooks (collectively, "
forward-looking statements
") under the meaning of
applicable Canadian securities laws. These statements are made as of the date of this press
release and the fact that this press release remains available does not constitute a representation
by GLC that the Company believes these forward-looking statements continue to be true as of any
subsequent date. Although GLC believes that the assumptions underlying, and expectations reflected
in, these forward-looking statements are reasonable, it can give no assurance that these
assumptions and expectations will prove to be correct. Such statements include, but are not limited
to, statements regarding the Offering including the use of proceeds of the Offering, the timing and
ability of the Company to satisfy the conditions of the TSXV, the timing of the automatic exercise of
the Special Warrants and obtaining a receipt for a final prospectus, achieving project milestones,
commercializing GLC's operations, and GLC's vision of becoming a best-in-class, environmentally
responsible, Canadian lithium producer supporting the global energy transition.
Among the important factors that could cause actual results to differ materially from those indicated
by such forward-looking statements are: GLC's expectation that our operations will be in
Western
Canada
, unexpected problems can arise due to technical difficulties and operational difficulties which
impact the production, transport or sale of our products; geographic and weather conditions can
impact the production; the risk that current global economic and credit conditions may impact
commodity prices and consumption more than GLC currently predicts; the failure to obtain financing
on the terms set out herein or other reasonable terms; risks relating to the ability of the Company to
obtain required approvals to complete the Offering on the terms announced; volatility in the trading
price of the common shares of the Company; the risk that unexpected delays and difficulties in
developing currently owned properties may occur; the failure of drilling to result in commercial
projects; unexpected delays due to the limited availability of drilling equipment and personnel; and
the other risk factors detailed from time to time in GLC's periodic reports. GLC's forward-looking
statements are expressly qualified in their entirety by this cautionary statement.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy
any securities in any jurisdiction.
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 news release.
SOURCE
Grounded Lithium Corp
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For further information:
Gregg Smith, President & CEO, [email protected]; Greg
Phaneuf, VP Finance & CFO, [email protected]; Phone: 587.319.6220
CO: Grounded Lithium Corp
CNW 06:00e 07-NOV-22