Lithoquest Resources Announces Terms for Non-Brokered Private Placement
NEWS RELEASE
(Not for distribution to the United States news wire services or for dissemination in the United States)
February 18, 2021
TSX-V: LDI
Lithoquest Resources Announces Terms for Non-Brokered Private Placement
VANCOUVER, B.C., February 18, 2021 – Lithoquest Resources Inc. (TSX-V: LDI) (“Lithoquest”, or the
“Company”) announces that it will conduct a non-brokered private placement (the “Offering”), subject to
the approval of the TSX Venture Exchange (the “Exchange”), for aggregate gross proceeds of up to
$200,000.
The Offering will consist of units (the “Units”) at a price of $0.08 per Unit. Each Unit will consist of one
common share of the Company and one full warrant (a “Warrant”) entitling the holder thereof to acquire
an additional common share (the “Warrant Share”) of the Company at an exercise price of $0.12 per
Warrant Share for a period of 24 months from the date of issuance.
The Offering will be conducted pursuant to available prospectus exemptions including sales to accredited
investors, family members, close friends and business associates of directors and officers of the
Company, to purchasers who have obtained suitability advice from a registered in vestment dealer
pursuant to the exemption set out in BC Instrument 45-536 (the "Investment Dealer Exemption") and to
existing shareholders of the Company pursuant to the exemption set out in British Columbia Securities
Commission BC Instrument 45-534 (the "Existing Shareholder Exemption").
The Offering is not subject to a minimum amount and the maximum offering is 2,500,000 Units for gross
proceeds of $200,000. The gross proceeds of the Offering will be used for general working capital purposes.
If the Offering is over -subscribed, subscriptions will be accepted at the discretion of the Company and
subject to the approval of the Exchange; therefore, it is possible that a subscriber's subscription may not
be accepted by the Company even though it is received within the Offering period unless the Company
determines to increase the size of the Offering.
The Existing Shareholder Exemption is available to shareholders residing in all Canadian jurisdictions.
Shareholders o f record of the Company as at February 17, 202 1 (the "Record Date") are eligible to
participate under the Existing Shareholder Exemption. To rely upon the Existing Shareholder Exemption,
the subscriber must: a) have been a shareholder of the Company on the Record Date and continue to hold
shares of the Company until the date of closing of the Offering, b) be purchasing the Shares as a principal,
and c) either may not subscribe for more than $15,000 of securities from the Company in any 12 month
period or ha ve received advice from a registered investment dealer regarding the suitability of the
investment. Existing shareholders interested in participating in the Offering should consult their investment
advisor or the Company directly.
The Offering may be clos ed in one or more tranches as subscriptions are received. The minimum
subscription amount is 20,000 Units for $1,600.
All securities issued pursuant to the Offering will be subject to statutory hold periods in accordance with
applicable United States and Canadian securities laws.
The securities offered have not been 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 absent registration
or compliance with an applicable exemption from the registration requirements of the U.S. Securities Act
and applicable state securities laws.
Subject to Exchange approval, finder’s fees may be paid to persons who introduce the Company to
investors. As required by the Investment Dealer Exemption, the Company confirms that there are no
material facts or material changes that have not been disclosed.
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 “forward -looking information” under
applicable Canadian securities legislation. Forward -looking information includes, but is not limited to,
completion of the Offering. Forward-looking information is necessarily based upon a number of estimates
and assumptions 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 fro m those
expressed or implied by such forward -looking information, including the approval of the TSX Venture
Exchange of the Offering and the ability of the Company to locate suitable purchasers for the Offering .
There can be no assurance that such informat ion will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such information. Accordingly, readers should not
place undue 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
information 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 Resources Inc.
+1 (604) 506-2804