Lithoquest Diamonds Closes First Tranche of Non-Brokered Private Placement
NEWS RELEASE
July 10, 2019
TSX-V: LDI
Lithoquest Diamonds Closes First Tranche of Non-Brokered Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
July 10, 2018 – Lithoquest Diamonds Inc. (TSX-V: LDI) (“Lithoquest” or the “Company”) is pleased to
announce that it has received TSX Venture Exchange conditional approval and today closed a first
tranche of the Company’s non-brokered private placement, previously announced on May 23,2019 (the
“Offering”). Pursuant to this tranche of the Offering, the Company has issued 9,780,000 common shares
at a price of $0.10 per common share for aggregate gross proceeds of $978,000.
In connection with the closing of this tranche of the Offering, Lithoquest has paid aggregate cash finder’s
fees of $40,980 to two arm’s length finders, representing 6% of the proceeds raised from subscriptions by
certain placees introduced by the finders.
The Company also granted a net smelter royalty (“NSR”) on the Company’s ownership interest in the
North Kimberly Diamond Project to the participants in the Offering. The royalty rate of the NSR was
determined at the ratio of 1% per $1,000,000 of gross proceeds.
All securities acquired by the placees, are subject to a hold period until November 11, 2019, in
accordance with applicable Canadian securities legislation.
The net proceeds of the Offering will be used to advance the Company’s North Kimberly Diamond Project
and for general corporate purposes.
Two related parties (as such term is defined in Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions (“MI 61-101”)) participated in the Offering and acquired an
aggregate of 1,300,000 common shares and (in aggregate) a 0.13% NSR. This portion of the Offering
constituted a related party transaction for the purposes of TSX Venture Exchange Policy 5.9 and MI 61-
101. The Company relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation
requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval
requirement of MI 61-101 as the fair market value of the transaction insofar as the transaction involved
interested parties did not exceed 25% of the Company’s market capitalization.
About Lithoquest Diamonds Inc.
Lithoquest is a Canadian diamond exploration company focused on the discovery and development of
economic diamond deposits on its 100%-owned North Kimberley Diamond Project located in Western
Australia, approximately 65km east of the community of Kalumburu.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or
accuracy of this release.
FORWARD LOOKING INFORMATION
This news release includes certain information that may constitute “for ward-looking information” un der
applicable Canadian securities legislation. Forward -looking information includes, but is not limited to, the
Company’s intended use of the net proceeds of the Offering. Forward-looking information is necessarily
based upon a numb er of estimates and ass umptions that, while considered reasonable, are subject to
known and unknown risks, uncertainties, and other factors which may cause the actual results and future
events to differ materially from those expressed or implied by such forward-looking information, including
management’s discretion to reallocate the net proceeds of the Offering. There can be no assurance that
such information will prove to be accurate, as actual results and future events cou ld differ materially from
those anticipated in such info rmation. Accordingly, readers should not place un due reliance on forward -
looking information. All forward-looking information contained in this press release is given as of the date
hereof and is based upon the opinions and estimates of management and info rmation available to
management as at the date hereof. The Company disclaims any intention or obligation to update or revise
any forward-looking information, whether as a result of new information, future events or otherwise, except
as required by law.
For further information, please contact:
Lithoquest Diamonds Inc.
+1 (778) 373-1485