BMR:CC - Battery Mineral Resources Corp. Announces Second Closing of Previously Announced Offering of up to US$6M in Unsecured Convertible Debentures
(NewsDirect)
Battery MineralResources Corp. ( TSXV: BMR ) ( OTCQB: BTRMF )(“ Battery ” or “ BMR ” or the “ Company ”)is pleased to announce a second closing of the private placement (the“ Private Placement ”) of senior unsecured convertibledebentures (the “ Debentures ”), which was previouslyannounced on October 17, 2023, for gross proceeds of US$1,915,000(C$2,660,234). This brings the total amount of new funding raised viaissuance of the Debentures to US$3,285,000 (C$4,563,377), includingthe first and second closings. The proceeds from the Debentures willbe applied towards working capital and the restart of copperconcentrate production at its Punitaqui copper project in Chile (the“ Restart ”). Weston Energy II LLC, an existing shareholderof the Company, participated in the second closing in the amount ofUS$1,815,000 (C$2,479,472).
The Company paid a cash finder’s fee equal to 6% onUS$100,000 (C$138,710) of the gross proceeds arising from the secondclosing of the Private Placement, being US$6,000 (C$8,322.6) infinder’s fees paid in respect of the second closing.
The Company continues toprogress towards securing the balance of the capital required for theRestart and anticipates sharing further updates in that respect in thefourth quarter of 2023. The Company estimates the total capitalrequired for the Restart to be approximately US$13 million(approximately C$17.8 million) (prior to corporate costs and otherasset holding costs and inclusive of amounts to be raised in thePrivate Placement).
Offering Terms
The Debentures will mature on September 30, 2026(the “ Maturity Date ”) and will bear interest at 10% perannum, compounding annually on September 30 of each year, not inadvance. Interest accrued from the date of issuance up to andincluding March 30, 2025, will be paid by way of issuance of commonshares of the Company. Interest accrued following March 30, 2025, willbe, at the option of the holder, paid either in cash or by way ofissuance of common shares of the Company. The issuance of commonshares as payment of interest will be at the then current market priceof the Company’s common shares at the date the interest becomespayable and will be subject to the prior acceptance of the TSX VentureExchange and applicable securities laws.
The holder of a Debenture may, at their option, at any timefrom March 31, 2024, and prior to the close of business on thebusiness day immediately preceding the Maturity Date, convert all, butnot less than all, of the principal amount of such Debenture intocommon shares of the Company at the conversion price of US$0.22 pershare (approximately C$0.30 per share).
All Debentures issued in the Private Placement and inconnection with the debt consolidation are subject to a four monthhold period under applicable Canadian securities laws and under thepolicies of the TSX Venture Exchange. The Debenture issuances aresubject to final approval by the TSX Venture Exchange.
CEO Commentary
MartinKostuik, Battery’s CEO stated, “We are very pleased to announcethis second closing of the Debenture offering and look forward toproviding further updates regarding this debenture and other forms ofnon-dilutive funding for the resumption of operations at our Punitaquimine in the coming weeks.”
Exchange Rates
All USD amounts for which CAD equivalent amountsare given in this news release were calculated at CAD/USD exchangerate of 1.3871, the exchange rate published by the Bank of Canada onOctober 31, 2023.
MI 61-101Matters
WestonEnergy LLC and Weston Energy II LLC are “related parties” to BMRpursuant to pursuant to Multilateral Instrument 61-101 – Protectionof Minority Security Holders in Special Transactions (“ MI61-101 “). Prior to giving effect to the transactions disclosedin this news release, Weston Energy LLC and Weston Energy II LLC andits affiliates owned or controlled (directly or indirectly)107,578,740 BMR Common Shares on an undiluted basis (representingapproximately 60.60% of the outstanding BMR Common Shares).
Weston Energy II LLC’sparticipation in the Private Placement constitutes a “related partytransaction” for the purposes of MI 6-101. The transaction is exemptfrom the formal valuation requirements of MI 61-101 as BMR is notlisted on a specified market that would require compliance with suchformal valuation requirements (as set forth in Section 5.5(b) of MI61-101) and is further exempt from the minority shareholder approvalrequirements of MI 61-101 by virtue of Section 5.7(e) of MI 61-101which provides that a related party transaction is exempt from theminority shareholder approval requirements if the issuer is in seriousfinancial difficulty, the transaction is designed to improve thefinancial position of the company (among other criteria) and there isno other requirement to hold a meeting of shareholders to approve thetransaction.
Disclaimers
The Debentures (including any issued in futureclosings) will be sold in a transaction exempt from registration underthe Securities Act of 1933, as amended (the “ SecuritiesAct ”) and will be sold only to persons reasonably believed to beaccredited investors in the United States under Rule 506 under theSecurities Act and outside the United States only to non-U.S. personsin accordance with Regulation S under the Securities Act.
The Debentures and theshares of common stock issuable upon conversion of the Debentures, ifany, have not been and will not be registered under the SecuritiesAct, or any state securities laws, and unless so registered, may notbe offered or sold in the United States except pursuant to anapplicable exemption from such registration requirements of theSecurities Act and applicable state securities laws.
This press release doesnot constitute an offer to sell or a solicitation of an offer to buyany of the Debentures or any shares of common stock potentiallyissuable upon conversion of the Debentures nor shall there be any saleof Debentures (or shares issuable upon conversion thereof) in anystate or other jurisdiction in which such offer, solicitation or salewould be unlawful prior to registration or qualification under thesecurities laws of such state.
There can be no assurance that any future offerings ofDebentures will be completed.
About Battery Mineral Resources Corp.
Battery MineralResources is a battery minerals company providing shareholdersexposure to the global mega-trend of electrification while beingfocused on growth through cash-flow, exploration, and acquisitions infavourable mining jurisdictions. Battery Mineral’s mission is thediscovery, acquisition, and development of battery metals (namelycobalt, lithium, graphite, and copper), in North America, SouthAmerica and South Korea and to become a premier and responsiblesupplier of battery minerals to the electrification marketplace. BMRis currently pursuing a near-term resumption of operations of thePunitaqui Mining Complex, a past copper-gold-silver producer, in theCoquimbo region of Chile. BMR is the largest mineral claim holder inthe historic Gowganda Cobalt-Silver Camp in Ontario, Canada, andcontinues to pursue a focused program to build on the recentlyannounced, +1-million-pound high-grade cobalt resource at McAra. Inaddition, Battery Mineral owns 100% of ESI Energy Services, Inc.(including ESI’s wholly owned USA operating subsidiary, Ozzie’s,Inc.), a profitable mainline pipeline and renewable energy equipmentrental and sales company with operations in Alberta, Canada andArizona, USA. Battery Mineral Resources is based in Canada and itsshares are listed on the Toronto Venture Exchange under the symbol“BMR” and on the OTCQB under the symbol “BTRMF”. Furtherinformation about BMR and its projects can be found on www.bmrcorp.com .
Neither the TSXV nor itsRegulation Services Provider (as that term is defined in the policiesof the TSXV) accepts responsibility for the adequacy or accuracy ofthis press release.
Forward Looking Statements
This news release includes certain“forward-looking statements” under applicable securities laws.There can be no assurance that such statements will prove to beaccurate, and actual results and future events could differ materiallyfrom those anticipated in such statements. Forward-looking statementsreflect the beliefs, opinions and projections of the Company on thedate the statements are made and are based upon a number ofassumptions and estimates that, while considered reasonable by theCompany, are inherently subject to significant business, economic,competitive, political and social uncertainties and contingencies.Many factors, both known and unknown, could cause actual results,performance, or achievements to be materially different from theresults, performance or achievements that are or may be expressed orimplied by such forward-looking statements and the parties have madeassumptions and estimates based on or related to many of thesefactors. Such factors include, without limitation, the ability of theCompany to obtain sufficient financing (including through the PrivatePlacement) to complete exploration and development activities, theability of the Company to close further tranches of the PrivatePlacement, the completion, timing and size of the proposed PrivatePlacement, the intended use of the proceeds of the Private Placement,risks related to share price and market conditions, the inherent risksinvolved in the mining, exploration and development of mineralproperties, the ability of the Company to meet its anticipateddevelopment schedule, government regulation and fluctuating metalprices. Accordingly, readers should not place undue reliance onforward-looking statements. Battery undertakes no obligation to updatepublicly or otherwise revise any forward-looking statements containedherein, whether as a result of new information or future events orotherwise, except as may be required by law. For further informationregarding the risks please refer to the risk factors discussed inBattery’s most recent Management Discussion and Analysis filed onSEDAR+.
ContactDetails
Battery Mineral Resources Corp.
MartinKostuik, CEO
+1 604-229-3830
CorporateCommunications, IBN (InvestorBrandNetwork)
+1310-299-1717
editor@investorbrandnetwork.com
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