Patriot Battery Metals Announces C$75M Flow-Through Financing
Patriot Battery Metals Inc.
Suite 700 - 838 W. Hastings Street, Vancouver, BC, Canada, V6C 0A6
www.patriotbatterymetals.com TSX: PMET / ASX: PMT / OTC: PMETF / FSE: R9GA
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NOT FOR RELEASE TO U.S. NEWS WIRE SERVICES
OR DISTRIBUTION IN THE UNITED STATES
Patriot Battery Metals Announces C$75M Flow-Through Financing
May 21, 2024 – Vancouver, BC, Canada May 22, 2024 – Sydney, Australia
Highlights
• Patriot is capitalizing on the current advantageous flow through financing conditions
by executing a private placement at $14.54 per share for C$75m at a 51% premium
to the Company’s last traded price on the TSX as of May 17, 2024.
• The Company is acting decisively due to recent measures announced in the 202 4
Canadian Federal budget, which are to take effect on June 25 2024, and are expected
to reduce future Flow-Through premiums to exploration companies.
• The Placement received s trong demand from existing and new institutional,
professional and sophisticated investors . E xisting substantial investors also
maintained their pro-rata in the placement , which included committing to a four
month hold on its new securities.
• Placement results in issuance of common shares as well as CDIs which will further
increase liquidity on the ASX.
• Proceeds from the flow through capital raise will be used exclusively on exploration
at the Corvette Lithium Project for the period June 2024 to December 2025
• Updated mineral resource for CV5 targeted for late Q3 2024.
Patriot Battery Metals Inc. (the “Company” or “Patriot”) ( TSX: PMET) (ASX: PMT)
(OTCQX: PMETF) (FSE: R9GA) is pleased to announce that it has received firm commitments to
raise approximately C $75 million (before costs) via a fully subscribed charity flow -through offer of
approximately 5.16 million common shares of the Company (" Flow-Through Shares") at an issue price
of C$14.54 per share to institutional, professional and sophisticated investors ("Flow-Through Offering").
The issue price represents a 51% premium to the last closing price of Patriot common shares on the
TSX as of May 17, 2024.
Patriot Managing Director, Ken Brinsden commented “We are delighted by the very strong support
from existing and new institutional and sophisticated investors for the Flow- Through Offering. With a
strengthened balance sheet, Patriot is now positioned to continue its exploration and study work at
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Corvette, aimed at further growing the Corvette mineral resource and testing a number of high priority
targets within the Company’s broader landholding, and drive the business through to production.”
The Flow-Through Offering will be facilitated by PearTree Securities Inc. ("PearTree"). Euroz Hartleys
Limited, Argonaut Securities Pty Limited ("Australian Joint Lead Managers"), on behalf of a syndicate
that includes Bell Potter Securities Ltd. and Foster Stockbroking as Australian co -managers, and
Raymond James Ltd., as Canadian sole bookrunner, on behalf of a syndicate that include s BMO Capital
Markets and National Bank Financial Inc. as Canadian co-managers, acted as joint lead managers to the
transaction (the “Canadian Agents”, and together with the Australian Joint Lead Managers, the "Joint
Lead Managers").
The Company intends to use the gross proceeds from the sale of the Flow -Through Shares to incur
exploration expenses that are eligible “Canadian exploration expenses” that qualify as “flow- through
critical mineral mining expenditures” as such terms are defined in the Income Tax Act (Canada) (“Act”),
which will be eligible for a federal 30% investment tax credit for any eligible individual investors and, for
any individual investor who is resident or subject to tax in the Province of Quebec or any investor which
is a partnership of which a partner or limited partner is subject to tax in the Province of Quebec, the
incurred exploration expenses will also be eligible for the two 10% additional deductions under the
Taxation Act (Québec) (“Qualifying Expenses”).
The closing of the Flow- Through Offering is subject to certain conditions including, but not limited to,
approval of the TSX and receipt of all required regulatory and other approvals. Shareholder approval is
not required to complete the Flow-Through Offering.
On completion of the Flow-Through Offering, 4.61 million of the Flow-Through Shares will be converted
to approximately 46.1 million Chess Depositary Interests (" CDIs") on the basis of 10 CDIs for each
share. Pursuant to a block trade agreement among PearTree and the Joint Lead Managers (the “Block
Trade Agreement”), the Joint Lead Managers will facilitate the secondary sale of the CDIs to select
institutional investors by way of a block trade at A$0.85 per CDI ("CDI Block Trade").
In addition, pursuant to the Block Trade Agreement the Canadian Agents will facilitate the secondary
sale of the remaining Flow-Through Shares that are not converted to CDIs to select institutional
investors by way of a block trade at C$7.65 per Flow-Through Share ("Shares Block Trade").
The allotment of the Flow-Through Shares will fall within the Company’s 15% placement capacity under
ASX Listing Rule 7.1. A prospectus under section 713 of the Corporations Act 2001 (Cth) will be issued in
connection with the Flow-Through Offering to facilitate secondary trading of the CDIs issued on account
of the Flow-Through Shares. Settlement of the Flow-Through Offering is expected to occur on Friday,
May 31,2024 and the Flow-Through Shares issued will rank equally with the Company’s existing common
shares on issue.
The Flow-Through Shares will be listed on the TSX, and Flow-Through Shares that are not converted
to CDIs and are sold pursuant to the Shares Block Trade will be subject to a four (4) month statutory
hold period.
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Participants in the CDI Block Trade are unable to convert their CDIs into common shares of the
Company for the purpose of trading such shares in Canada until four (4) months have elapsed from the
settlement date. The Company was able to issue the Flow-Through Shares at a premium as Canadian
charity flow -through shares, which provides tax incentives to those investors for expenditures that
qualify as Qualifying Expenses. The tax treatment applicable to the Flow-Through Shares does not apply
to CDIs subsequently issued on account thereof.
The term “flow- through share” is a defined term in the Act and is not a distinct type of share under
corporate law. In this case, the Flow-Through Shares refer to common shares that will be issued by the
Company to investors under a written agreement with the investors whereby the Company agrees to
incur certain Qualifying Expenses, and to renounce such expenses to the investors. If the Company and
the investors comply with the rules of the Act, the investor s will be entitled to deduct their
proportionate share of the amount renounced in computing their income for Canadian income tax
purposes and Quebec income tax purposes, as the case may be and, as a result, the Flow-Through Shares
are issued at a higher price. The tax benefits associated with the Flow-Through Shares are available only
to the initial subscribers thereof (who are Canadian residents) and not to any other person who acquires
the Flow-Through Shares through the on-sale or transfer of those Flow-Through Shares.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States. The securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the “ U.S. Securities Act”) or any state securities laws and
may not be offered or sold within the United States unless registered under the U.S. Securities Act and
applicable state securities laws or in a transaction exempt from, or not subject to, the registr ation
requirements of the U.S. Securities Act or the applicable state securities laws.
About Patriot Battery Metals Inc.
Patriot Battery Metals Inc. is a hard-rock lithium exploration company focused on advancing its district-
scale 100% owned Corvette Property located in the Eeyou Istchee James Bay region of Quebec, Canada,
and proximal to regional road and powerline infrastructure. The Corvette Property hosts the CV5
Spodumene Pegmatite with a maiden mineral resource estimate of 109.2 Mt at 1.42% Li2O inferred1 and
ranks as the largest lithium pegmatite resource in the Americas based on contained lithium carbonate
equivalent (LCE), and one of the top 10 largest lithium pegmatite resources in the world. Additionally,
the Corvette Property hosts multiple other spodumene pegmatite clusters that remain to be drill tested,
as well as more than 20 km of prospective trend that remains to be assessed.
1 The CV5 mineral resource estimate (109.2 Mt at 1.42% Li 2O and 160 ppm Ta 2O5 inferred) is reported at a
cut-off grade of 0.40% Li 2O with an effective date of June 25, 2023 (through drill hole CV23 -190). Mineral
resources are not mineral reserves as they do not have demonstrated economic viability.
For further information, please contact us at [email protected] or by calling +1 (604) 279-
8709, or visit www.patriotbatterymetals.com. Please also refer to the Company’s continuous disclosure
filings, available under its profile at www.sedarplus.ca and www.asx.com.au, for available exploration data.
This news release has been approved by the Board of Directors.
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“KEN BRINSDEN”
Kenneth Brinsden, President, CEO, & Managing Director
Brad Seward
Vice President, Investor Relations
T: +61 400 199 471
Olivier Caza-Lapointe
Head, Investor Relations – North America
T: +1 (514) 913-5264
Disclaimer for Forward-looking Information
This news release contains “forward-looking information” or “forward-looking statements” within the meaning of applicable
securities laws and other statements that are not historical facts. Forward -looking statements are included to provide
information about management’s current expectations and plans that allows investors and others to have a better
understanding of the Company’s business plans and financial performance and condition.
All statements, other than statements of historical fact included in this news release, regarding the Company’s strategy,
future operations, financial position, prospects, plans and objectives of management are forward -looking statements that
involve risks and uncertainties. Forward -looking statements are typically identified by words such as “plan”, “expect”,
“estimate”, “intend”, “anticipate”, “believe”, or variations of such words and phrases or statements that certain actions,
events or results “may”, “could”, “would”, “might” or “will” be tak en, occur or be achieved. In particular and without
limitation, this news release contains forward -looking statements pertaining to the Flow-Through Offering, including the
approval by the TSX, the closing of the Flow -Through Offering, the conversion of the Flow -Through Shares into CDIs, the
sales pursuant to the CDI Block Trade and the sales pursuant to the Shares Block Trade, and the use of proceeds.
Forward-looking information is based upon certain assumptions and other important factors that, if untrue, could cause the
actual results, performance or achievements of the Company to be materially different from future results, performance or
achievements expressed or implied by such information or statements. There can be no assurance that such information or
statements will prove to be accurate.
Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used.
Forward-looking statements are also subject to risks and uncertainties facing the Company’s business, any of which could
have a material adverse effect on the Company’s business, financial condition, results of operations and growth prospects.
Some of the risks the Company faces and the uncertainties that could cause actual results to differ materially from those
expressed in the forward-looking statements include, among others, the ability to execute on plans relating to the Company’s
Corvette Project, including the timing thereof. In addition, readers are directed to carefully review the detailed risk discussion
in the Company’s most recent Annual Information Form filed on SEDAR+, which discussion is incorporated by reference in
this news release, for a fuller understanding of the risks and uncertainties that affect the Company’s business and operations.
Although the Company believes its expectations are based upon reasonable assumptions and has attempted to identify
important factors that could cause actual actions, events or results to differ materially from those described in forward -
looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or
intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such information. As such, these risks are not exhaustive; however,
they should be considered carefully. If any of these risks or uncertainties materialize, actual results may vary materially from
those anticipated in the forward-looking statements found herein. Due to the risks, uncertainties and assumptions inherent
in forward-looking statements, readers should not place undue reliance on forward-looking statements.
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Forward-looking statements contained herein are presented for the purpose of assisting investors in understanding the
Company’s business plans, financial performance and condition and may not be appropriate for other purposes.
No securities regulatory authority or stock exchange has reviewed nor accepts responsibility for the adequacy or accuracy
of the content of this news release.
The forward-looking statements contained herein are made only as of the date hereof. The Company disclaims any intention
or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise, except to the extent required by applicable law. The Company qualifies all of its forward -looking statements by
these cautionary statements.
Competent Person Statement (ASX Listing Rule 5.22)
The mineral resource estimate in this release was reported by the Company in accordance with ASX Listing Rule 5.8 on
July 31, 2023. The Company confirms it is not aware of any new information or data that materially affects the information
included in the announcement and that all material assumptions and technical parameters underpinning the estimates in
the announcement continue to apply and have not materially changed. The Company confirms that the form and context
in which the competent person's findings are presented have not been materially modified from the original market
announcement.