LithiumBank Announces $5 Million Private Placement and Repricing of Stock Options
LithiumBank Announces $5 Million Private
Placement and Repricing of Stock Options
Calgary, Alberta--(Newsfile Corp. - March 25, 2025) -
LithiumBank Resources Corp. (TSXV: LBNK)
(OTCQX: LBNKF)
("
LithiumBank
" or the "
Company
") is pleased to announce the offering (the
"
Offering
") for aggregate gross proceeds of up to $5,000,000 from the sale of the following:
a minimum of 5,714,285 units of the Company (
"Units"
) up to a maximum of 8,571,428 Units at a
price of $0.35 per Unit for gross proceeds of up to $3,000,000 from the sale of Units; and
up to 5,000,000 flow-through units (the
"FT Units"
) that qualify as "flow-through shares" within the
meaning of subsection 66(15) of the
Income Tax Act
(Canada) at a price of $0.40 per FT Unit for
gross proceeds of up to $2,000,000 from the sale of FT Units.
Each Unit will consist of one common share in the capital of the Company (a "
Share
") and one-half of
one common share purchase warrant of the Company (each whole warrant, a "
Warrant
"). Each Warrant
will entitle the holder to purchase one Share for a period of thirty-six (36) months from the date of issue at
an exercise price of $0.50.
Each FT Unit will consist of one flow-through common share of the Company to be issued as a "flow-
through share" within the meaning of the Income Tax Act (each, a
"FT Share"
) and one-half of one
common share purchase warrant (each whole common share purchase warrant, a
"FT Warrant"
). Each
FT Warrant shall entitle the holder to purchase one common share of the Company (each, a
"FT
Warrant Share"
) at a price of $0.60 per FT Warrant Share at any time on or before the date which is 36
months after the date of issue.
The Company intends to use the net proceeds of the Offering for brine hosted mineral license payments,
environmental assessment studies and community consultation. An amount equal to the gross proceeds
form the issuance of the FT Shares partially comprising the FT Units will be used to incur, on the
Company's Canadian mineral exploration properties, Canadian exploration expenses that qualify as
"flow-through mining expenditures", as defined in subsection 127(9) of the Income Tax Act, including
drilling related expenses, reservoir data analysis and metallurgy.
The Units will be issued on a private placement basis pursuant to the Listed Issuer Financing Exemption
(the "
LIFE Exemption
") under Part 5A of National Instrument 45-106 -
Prospectus Exemptions
("
NI
45-
106
").
The FT Units will be offered by way of the accredited investor and minimum amount exemptions
provided under sections 2.3(1), 2.5 and 2.10 of NI 45-106, respectively (the "
Non-LIFE Exemptions
").
Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the
Units sold under the Offering pursuant to the LIFE Exemption will be offered in all the Provinces of
Canada except Québec, and such securities are expected to be immediately freely tradeable and will
not be subject to a hold period under applicable Canadian securities laws. There is an offering
document related to the Units issuable pursuant to the LIFE Exemption that can be accessed under the
Company's profile at www.sedarplus.ca and on the Company's website at
www.lithiumbank.ca
.
Prospective investors should read this offering document before making an investment decision.
The FT Units issued pursuant to the Non-LIFE Exemptions will be subject to a four-month hold period
from the closing date of the Offering under applicable Canadian securities laws, in addition to such other
restrictions as may apply under applicable securities laws of jurisdictions outside Canada.
The Company may pay finder's fees to eligible finders in connection with the Offering, subject to
compliance with applicable securities laws and TSX Venture Exchange ("
TSXV
") policies.
The Offering is scheduled to close on or about April 4, 2025 and is subject to certain conditions
including, but not limited to, receipt of all necessary approvals including approval of the TSXV.
The securities being offered have not been and will not be registered under the U.S. Securities Act and
may not be offered or sold in the United States, or to, or for the account or benefit of, U.S. persons or
persons in the United States, absent registration or an applicable exemption from the registration
requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be
unlawful.
Repricing of Options
The Company also announces that its board of directors have approved the repricing of the exercise
price of an aggregate of 6,059,625 outstanding stock options ("
Options
") from between $0.80 and
$1.29 per common share to $0.40 per common share. The repricing is subject to approval of the TSXV
and disinterested shareholder approval. Approval of the repricing of the Options to Insiders (as such
term is defined in the policies of the TSXV) will be sought at the Company's upcoming annual general
meeting of shareholders to be held on April 30, 2025.
About LithiumBank Resources Corp.
LithiumBank Resources Corp. (TSXV: LBNK) (OTCQX: LBNKF), is a publicly traded lithium company
that is focused on developing its two flagship projects, Boardwalk and Park Place, in Western Canada.
The Company holds 1,787,594 acres of brown-field lithium brine licenses, across three (3) districts in
Alberta and Saskatchewan.
Contact:
Rob Shewchuk
CEO & Director
(778) 987-9767
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 Note Regarding Forward-Looking Information
This release includes certain statements and information that may constitute forward-looking
information within the meaning of applicable Canadian securities laws. Forward-Looking statements
relate to future events or future performance and reflect the expectations or beliefs of management of
the Company regarding future events. Generally, forward-looking statements and information can be
identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of
such words and phrases or statements that certain actions, events or results "may", "could", "should",
"would" or "occur". This information and these statements, referred to herein as "forward-looking
statements", are not historical facts, are made as of the date of this news release and include without
limitation, statements regarding discussions of future plans, estimates and forecasts and statements
as to management's expectations and intentions with respect to, among other things: the expected
closing date of the Offering; the anticipated proceeds to be raised under the Offering; the intended use
of any proceeds raised under the Offering; the payment of any finder's fees in connection with the
Offering; and repricing of the Options.
These forward-looking statements involve numerous risks and uncertainties and actual results might
differ materially from results suggested in any forward-looking statements. These risks and
uncertainties include, among other things: delays in obtaining or failure to obtain required regulatory
approvals for the Offering, including TSXV approval; market uncertainty; the inability of the Company
to raise the anticipated proceeds under the Offering; the inability of the Company to utilize the
anticipated proceeds of the Offering as anticipated; the inability of the Company to obtain required
approvals for the Option repricing, including TSXV approval and disinterested shareholder approval,
the potential for delays in exploration, development, permitting, and assembly activities at the
Company's projects and lithium brine pilot plant; the possibility that any future development results
will not be consistent with the Company's expectations; risks related to commodity price and foreign
exchange rate fluctuations; the cyclical nature of the industry in which the Company operates; risks
related to global financial markets, including the trading price of the Company's shares and the
Company's ability to raise capital may also result in additional and unknown risks or liabilities to the
Company.
In making the forward-looking statements in this news release, the Company has applied several
material assumptions, including without limitation: the Company will obtain the required regulatory
approvals for the Offering, including TSXV approval; the Company will be able to raise the anticipated
proceeds under the Offering and on the timetable anticipated; the Company will use the proceeds of
the Offering as currently anticipated; the Company will obtain the required approvals for the repricing
of the Options, including TSXV approval and disinterested shareholder approval.
Although management of the Company has attempted to identify important factors that could cause
actual results to differ materially from those contained in forward-looking statements or forward-looking
information, there may be other factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such statements will prove to be accurate, as actual results
and future events could differ materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking statements and forward-looking
information. Readers are cautioned that reliance on such information may not be appropriate for other
purposes. The Company does not undertake to update any forward-looking statement, forward-looking
information or financial out-look that are incorporated by reference herein, except in accordance with
applicable securities laws. We seek safe harbor.
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OR FOR DISSEMINATION IN THE UNITED STATES
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https://www.newsfilecorp.com/release/246127