Iconic Minerals and Nevada Lithium Enter into Letter of Intent to Consolidate100% Ownership Interest in Bonnie Claire Lithium Property, Nevada
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Iconic Minerals and Nevada Lithium Enter into Letter of Intent to
Consolidate100% Ownership Interest in Bonnie Claire Lithium Property,
Nevada
Vancouver, British Columbia – January 9, 202 3 – Iconic Minerals Ltd. (" Iconic") (TSXV: ICM)
(OTCQB: BVTEF) (FSE: YQGB) and Nevada Lithium Resources Inc. ("Nevada Lithium") (CSE: NVLH)
(OTCQB: NVLHF (FSE: 87K) are pleased to announce that they have entered into a letter of intent dated
January 6, 2023 (the "LOI"), whereby Nevada Lithium and Iconic would consolidate 100% interest in the
Bonnie Claire Lithium p roject located in Nye County, Nevada (the "Project" or the " Bonnie Claire
Project"), whereby Nevada Lithium would hold the 100% interest in the Project (the " Proposed
Transaction"). The Proposed Transaction has the unanimous support of each company's board of directors.
Nevada Lithium CEO, Stephen Rentschler, commented: "We are pleased to announce the signing of the
LOI with Iconic for the Bonnie Claire Project. With 100% consolidated ownership, the company's ability
to negotiate with strategic investors and lithium end-users will be significantly enhanced. This is a key to
unlocking shareholder value."
Richard Kern , Iconic's CEO, added, "The Proposed Transaction represents an o pportunity for Iconic
shareholders to be part of a reunification of the Bonnie Claire Project under consolidated ownership and
to continue to participate in the benefits of the Project's future development and upside."
Mr. Rentschler continued, "Lithium remains a key commodity component of electric vehicles, and recent
lithium prices reflect the outlook for persistent lithium supply deficits. As our multi-faceted initial work
program progresses, Nevada Lithium has continued to sign non -disclosure agreements with parti es who
recognize the merits of the Bonnie Claire Project.
“Lithium Carbonate Equivalent (LCE) prices are now roughly five times higher than the assumed prices
used in our robust Preliminary Economic Assessment, where at a base case pricing assumption of $13,500/
tonne LCE the Project returned an NPV of $1.5 Billion USD (ATAX 8%). 1 Recent 2022 drill program
results have also returned the highest lithium values ever recorded at Bonnie Claire, including 3,079
ppm Li over 446 ft. (136 m) within a wider interval of 1,246 ppm Li over 1,994 ft (608 m)2. With a projected
annual production rate of over 30,000 tonnes of LCE, and a resource base that indicates the ability to
upsize production further, Bonnie Claire has the potential to play a significant role in meeti ng global
lithium needs.
Having seen Richard Kern’s original theory of a significant lithium resource at Bonnie Claire borne out, I
firmly believe that Bonnie Claire is one of the most attractive global lithium assets remaining in junior
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developers’ hands. I look forward to continuing to work with Richard and welcome Iconic shareholders to
Nevada Lithium”.
Bonnie Claire Project
The Bonnie Claire Project is located within Sarcobatus Valley, which is approximately 30 km (19 miles)
long and 20 km (12 miles) wide. Quartz-rich volcanic tuffs containing anomalous amounts of lithium occur
within and adjacent to the valley. Drill results from the salt flat include 2,054 ppm Li over 67.1 m (220 ft)
in drill hole BC-1601 as well as a 475 m (1560 ft) vertical intercept that averaged 1153 ppm Li.
The Bonnie Claire Project is one the largest lithium resources in North America with a current NI 43 -101
inferred mineral resource 3,407 million tonnes (Mt) grading 1,013 ppm Li for 18,372 million kilograms of
contained lithium carbonate equivalent, at a cut-off grade of 700 ppm Li. Mineral resources are not mineral
reserves as they do not have demonstrated economic viability.
The gravity low tha t characterizes the valley is approximately 20 km (12 miles) long, and the current
estimates of depth to basement rocks range from 600 to 1,20 0 meters (2,000 to 4,000 feet). The current
claim block covers an area of 74 km 2 (28.6 mi 2) with potential for brine systems and further sediment
resources.
1See Preliminary Economic Assessment NI 43-101 Technical Report on the Bonnie Claire Lithium Project, Nye Country, Nevada
(Effective date of August 20th, 2021, and Issue date of February 25th, 2022) as summarized in Nevada Lithium news release dated
October 13th, 2021. Results of the Preliminary Economic Assessment (PEA) represent forward-looking information. This economic
assessment is by definition preliminary in nature, and includes inferred mi neral resources that are considered too speculative to
have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no
certainty that the preliminary economic assessment will be realized. Mineral resources are not mineral reserves as they do not have
demonstrated economic viability. There is no certainty that all or any part of the Mineral Resources will be converted into Mineral
Reserves. Assumes 68% recovery by borehole.
2See Company news releases dated September 29th, 2022, December 7th, 2022, and December 20th, 2022.
Summary of the Proposed Transaction
It is currently anticipated that the Proposed Transaction will be completed by way of a plan of arrangement
whereby (i) Iconic's 50% interest in the Bonnie Claire Project would be spun out i nto a wholly owned
subsidiary ("MergeCo"), (ii) Iconic would distribute 90% of the issued and outstanding shares of MergeCo
to Iconic shareholders, and (iii) MergeCo would amalgamate with Nevada Lithium (or its subsidiary) (the
"Resulting Issuer") and MergeCo shareholders would receive shares of the Resulting Issuer in exchange
for their shares of M ergeCo, such that immediately following the completion of the amalgamation (the
"Closing") the shareholders of MergeCo as a group and the shareholders of Nevada Lithium as a group
would each hold 50% of the issued and outstanding Resulting Issuer shares, on a non-diluted basis (after
giving effect the Debt Settlement (as defined below) but prior to giving effect to the Concurrent Financing
(as defined below)).
The parties intend to enter into a definitive arrangement agreement (the "Definitive Agreement") in respect
of the Proposed Transaction, which will contain representations, warranties and conditions of each party
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customary in transactions of this nature. Under the terms of the LOI, the presently proposed terms of the
Proposed Transaction are as follows:
• immediately following Closing, the shareholders of MergeCo as a group and the
shareholders of Nevada Lithium as a group would each hold 50% of the issued and
outstanding Resulting Issuer s hares, on a non -diluted basis (after giving effect the Debt
Settlement but prior to giving effect to the Concurrent Financing);
• at Closing, N evada Lithium will have paid and/or settled all outstanding liabilities and
debts, such that it has no outstanding liabilities (the "Debt Settlement");
• prior to or in connection with Closing, Nevada Lithium will complete a private placement
offering of subscription receipts (each, a "Subscription Receipt") for gross proceeds of a
minimum of $ 2,500,000 for general working capital for the Resulting Issuer
(the "Concurrent Financing") at an issue price to be determined in the context of the
market. Each Subsc ription Receipt would, immediately prior to the completion of the
Proposed Transaction, be exchanged for one common share in the capital of Nevada
Lithium (each, a "Nevada Lithium Share") and one-half of one common share purchase
warrant, exercisable at a price to be determined in the context of the market (the "Warrant
Exercise Price") for the purchase of one Nevada Lithium Share for a period of two years;
• the Resulting Issuer would become the sole operator of the Project, and the balance of any
funds held by Iconic in reserve on account of payments made by Nevada Lithium for
exploration expenditures would be transferred to the Resulting Issuer, net of a CAD
$500,000 structuring fee and any expenses and contr actual obligations of Iconic Entities
in respect of the Project arising prior to Closing, including legal fees incurred in connection
with the Proposed Transaction;
• the board of directors of the Resulting Issuer would be limited to no more than five
members, of which two members would be the nominees of Iconic , two members would
be the nominees of the Resulting Issuer and one member would be the nominee of the other
four directors, subject to certain exceptions;
• Mr. Stephen Rentschler would continue to serve as CEO of the Resulting Issuer, and Mr.
Richard Kern, the current CEO of Iconic, would be appointed the COO;
• all outstanding stock options of Nevada Lithium and Nevada Lithium Share purchase
warrants not exercised by the holders thereof prior to the date of Closing would continue
to vest and/or be convertible into Resulting Issuer common shares on the schedule and
terms established at the time of the respective grants;
• the Resulting Issuer would:
o grant to certain eligible persons associated with Iconic that number of Resulting
Issuer stock options as is equal to the aggregate number of Nevada Lithium stock
options outstanding immediately prior to Closing, which Resulting Issuer stock
options will have substantially the same terms as the Nevada Lithium stock
options, including as to duration and exercise price; and
o issue to Iconic 4,000,000 Resulting Issuer share purchase warrants, each of which
will entitle the holder thereof to purchase one Resulting Issuer common share for
a period of two years from Closing at an exercise equal to the Warrant Exercise
Price per share; and
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• if the Resulting Issuer desires to issue common shares or securities convertible into
common shares (each, an "Equity Financing") at any time after Closing (excluding certain
exempt issuances) until the earlier of (i) the first anniversary of Closing; or (ii) the
Resulting Issuer having completed Equity Financings in the aggregate amount of
$3,000,000 (excluding the Concurrent Financing), then the Equity Financing will be
completed on a rights offering basis.
Completion of the Proposed Transaction will be subject to the satisfaction of various conditions precedent,
including: (i) the receipt of all necessary regulatory approvals, authorizations and consents, including
acceptance for filing of the Proposed Transaction by the TSX Venture Exchange and, if applicable, the
Canadian Securities Exchange ; (ii) receipt of all necessary corporate and shareholder approvals by the
parties; and (iii) satisfactory due diligence investigations by the parties.
Qualified Persons
Darren L. Smith, M.Sc., P. Geo., Vice President of Exploration of Nevada Lithium, and Qualified Person
as defined by National Instrument 43 -101, supervised the preparation of the technical information in this
news release.
Richard Kern, B.Sc., M.Sc., P.Geo, CEO of Iconic, and a qualified person as defined by Canadian National
Instrument 43 -101, has reviewed and approved the technical information contained in this news release.
Mr. Kern is not independent as he is the CEO of Iconic.
About Iconic Minerals Ltd.
Iconic is a mineral exploration and development company with several quality lithium and gold exploration
projects located throughout Nevada, USA and currently owns 50% interest in the Bonnie Claire Lithium
Project. For further information on Iconic, please visit its website at www.iconicminerals.com
About Nevada Lithium Resources Inc.
Nevada Lithium Resources Inc. is a mineral exploration and development company focused on shareholder
value creation through its core asset, the Bonnie Claire Lithium Project, located in Nye County, Nevada ,
where it currently holds a 5 0% interest. A recen tly completed NI 43 -101 Preliminary Economic
Assessment returned attractive investment metrics and the company is actively advancing the Project
towards Pre-Feasibility. Learn more: https://www.nvlithium.com/
On behalf of the Board of Directors of Iconic Minerals Ltd.
"Richard Kern"
Richard Kern, President and CEO
On behalf of the Board of Directors of Nevada Lithium Resources Inc.
"Stephen Rentschler"
Stephen Rentschler, CEO
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For further information, please contact:
Iconic Minerals Ltd.
Keturah Nathe, VP Corporate Development
Phone: (604) 336-8614
Email: [email protected]
Nevada Lithium Resources Inc.
Stephen Rentschler, CEO
Phone: (604) 416-4099
Email: [email protected]
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) or the Canadian Securities Exchange accepts responsibility for the adequacy or accuracy of
this release. The TSXV has in no way passed upon the merits of th e Proposed Transaction and has not approved or
disapproved of the contents of this news release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward -looking statements and forward -looking information (collectively, "f orward-
looking statements") within the meaning of applicable Canadian and U.S. securities legislation. These statements
relate to matters that identify future events or future performance. Often, but not always, forward looking information
can be identifie d by words such as “could”, "pro forma", "plans", "expects", "may", "will", "should", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "potential" or variations of such words
including negative variations thereof, and phrases that refer to certain actions, events or results that may, could,
would, might or will occur or be taken or achieved.
The forward-looking statements contained herein include, but are not limited to statements regarding: the completion
of the Pro posed Transaction and the terms on which the Proposed Transaction is intended to be completed; the
entering into the Definitive Agreement; the ability to obtain necessary approvals (including, without limitation,
regulatory and TSX Venture and Canadian Securities Exchange approvals); the anticipated business plans and timing
of future activities of Iconic and Nevada Lithium; the anticipated benefits and results of the Proposed Transaction;
the performance of the Bonnie Claire Project after the completion of the Proposed Transaction (including, without
limitation, its mineral resources, current claims and its ability to utilize global lithium needs); and the performance
of lithium as a commodity, including the sustained lithium demand and prices.
In making t he forward looking statements in this news release, Iconic and Nevada Lithium have applied several
material assumptions, including without limitation: Iconic and Nevada Lithium obtaining TSX Venture Exchange and
Canadian Securities Exchange acceptance; Ico nic and Nevada Lithium obtaining requisite approvals and the
satisfaction of other conditions to the consummation of the Proposed Transaction; Iconic and Nevada Lithium
obtaining requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation
of the Proposed Transaction on the proposed terms; market fundamentals will result in sustained lithium demand and
prices; the receipt of any necessary permits, licenses and regulatory approvals in connection with the future
development of the Project in a timely manner; the availability of financing on suitable terms for the development;
construction and continued operation of the Project; the Project containing mineral resources; and Iconic and Nevada
Lithium’s ability to comply with all applicable regulations and laws, including environmental, health and safety laws.
Investors are cautioned that forward -looking statements are not based on historical facts but instead reflect Iconic
and Nevada Lithium’s respective management ’s expectations, estimates or projections concerning future results or
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events based on the opinions, assumptions and estimates of managements considered reasonable at the date the
statements are made. Although Iconic and Nevada Lithium believe that the exp ectations reflected in such forward -
looking statements are reasonable, such information involves risks and uncertainties, and under reliance should not
be placed on such information, as unknown or unpredictable factors could have material adverse effects o n future
results, performance or achievements expressed or implied by Iconic and Nevada Lithium. Among the key risk factors
that could cause actual results to differ materially from those projected in the forward -looking statements are the
following: opera ting and technical difficulties in connection with mineral exploration and development and mine
development activities at the Project; estimation or realization of mineral reserves and mineral resources,
requirements for additional capital; future prices o f precious metals and lithium; changes in general economic,
business and political conditions, including changes in the financial markets and in the demand and market price for
commodities; possible variations in ore grade or recovery rates; possible failu res of plants, equipment or processes
to operate as anticipated; accidents, labour disputes and other risks of the mining industry; the inability of Iconic and
Nevada to close the Proposed Transactions on the terms provided herein; delays or the inability of Iconic and Nevada
Lithium to obtain any necessary permits, consents or authorizations required, including TSX Venture Exchange or
Canadian Securities Exchange acceptance; financing or other planned activities; changes in laws, regulations and
policies affecting mining operations; currency fluctuations, title disputes or claims limitations on insurance coverage
and the timing and possible outcome of pending litigation, environmental issues and liabilities; risks relating to
epidemics or pandemics such as COVID-19, including the impact of COVID -19 on Iconic and Nevada Lithium's
business; risks related to joint venture operations; the potential impact of the announcement or consummation of the
Proposed Transaction on relationship, including with regulatory b odies, employees, suppliers, customers and
competitors; the diversion of Iconic and Nevada Lithium’s respective management time on the Proposed Transaction;
and risks related to the integration of acquisitions, as well as those factors discussed under the heading "Risk Factors"
in Iconic and Nevada Lithium's latest Management Discussion and Analysis and other filings of Iconic and Nevada
Lithium with the Canadian Securities Authorities, copies of which can be found under the respective party's profile
on the SEDAR website at www.sedar.com.
Should one or more of these risks or uncertainties materialized, or should assumptions underlying the forward-looking
statements prove incorrect, actual results may vary materially from those described herein as intended, planned,
anticipated, believed, es timated or expected. Although Iconic and Nevada Lithium have attempted to identify
important risks, uncertainties and factors which could cause actual results to differ materially, there may be others
that cause results not to be as anticipated, estimated or intended. Iconic and Nevada Lithium do not intend, and do
not assume any obligation, to update this forward -looking information except as otherwise required by applicable
law.