BMR:CC - Battery Mineral Resources Corp. Announces Third Closing of Previously Announced Offering of Unsecured Convertible Debentures
(NewsDirect)
Battery MineralResources Corp. ( TSXV: BMR ) ( OTCQB: BTRMF )(“ Battery ” or “ BMR ” or the “ Company ”)is pleased to announce that it has closed a third, and final, trancheof the private placement (the “ Private Placement ”) ofsenior unsecured convertible debentures (the “ Debentures ”),which was previously announced on October 17, 2023, October 19, 2023,November 3, 2023, December 19, 2023 and February 2, 2024 (the“ Offering ”).
Grossproceeds for the third tranche total US$1,000,000 (C$1,349,300).Together with the first tranche of the Offering, which closed onOctober 19, 2023 for gross proceeds of US$1,370,000 (C$1,871,557), andthe second tranche of the Offering, which closed on November 3, 2023for gross proceeds of US$1,915,000 (C$2,660,234), the Company raisedan aggregate of US$4,285,000 (C$5,881,091) under the Offering. WestonEnergy II LLC, an existing shareholder of the Company, participated inthe third closing in the amount of US$1,000,000 (C$1,349,300).
The proceeds from theDebentures will be applied towards working capital and the restart ofcopper concentrate production at its Punitaqui copper project in Chile(the “ Restart ”).
Offering Terms (as previously disclosed)
As previously announced,the Debentures will mature on September 30, 2026 (the “ MaturityDate ”) and will bear interest at 10% per annum, compoundingannually on September 30 of each year, not in advance. Interestaccrued from the date of issuance up to and including March 30, 2025,will be paid by way of issuance of common shares of the Company.Interest accrued following March 30, 2025, will be, at the option ofthe holder, paid either in cash or by way of issuance of common sharesof the Company. The issuance of common shares as payment of interestwill be at the then current market price of the Company’s commonshares at the date the interest becomes payable and will be subject tothe prior acceptance of the TSX Venture Exchange and applicablesecurities laws.
The holder of aDebenture may, at their option, at any time from March 31, 2024, andprior to the close of business on the business day immediatelypreceding the Maturity Date, convert all, but not less than all, ofthe principal amount of such Debenture into common shares of theCompany at the conversion price of US$0.22 per share (approximatelyC$0.30 per share).
AllDebentures issued in the Private Placement and in connection with thedebt consolidation are subject to a four month hold period underapplicable Canadian securities laws and under the policies of the TSXVenture Exchange. The Debenture issuances are subject to finalapproval by the TSX Venture Exchange.
Exchange Rates
All USD amounts for which CAD equivalentamounts are given in this news release were calculated at CAD/USDexchange rate of 1.3493, the exchange rate published by the Bank ofCanada on February 15, 2024.
MI 61-101 Matters
Weston Energy LLC and Weston Energy II LLC are“related parties” to BMR pursuant to pursuant to MultilateralInstrument 61-101 – Protection of Minority Security Holders inSpecial Transactions (“ MI 61-101 “). Prior to giving effectto the transactions disclosed in this news release, Weston Energy LLCand Weston Energy II LLC and its affiliates owned or controlled(directly or indirectly) 107,578,740 BMR Common Shares on an undilutedbasis and 175,201,710 BMR Common Shares assuming the conversion of theCompany’s Debentures (representing approximately 60.60% of theoutstanding BMR Common Shares on an undiluted basis, and approximately65.66% of the outstanding BMR Common Shares assuming the conversion ofthe Company’s Debentures).
Weston Energy II LLC’s participation in the Private Placementconstitutes a “related party transaction” for the purposes of MI6-101. The transaction is exempt from the formal valuationrequirements of MI 61-101 as BMR is not listed on a specified marketthat would require compliance with such formal valuation requirements(as set forth in Section 5.5(b) of MI 61-101) and is further exemptfrom the minority shareholder approval requirements of MI 61-101 byvirtue of Section 5.7(e) of MI 61-101 which provides that a relatedparty transaction is exempt from the minority shareholder approvalrequirements if the issuer is in serious financial difficulty, thetransaction is designed to improve the financial position of thecompany (among other criteria) and there is no other requirement tohold a meeting of shareholders to approve the transaction.
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.
BMR is a batteryminerals company providing shareholders exposure to the globalmega-trend of electrification while being focused on growth throughcash-flow, exploration, and acquisitions in favourable miningjurisdictions. BMR’s mission is the discovery, acquisition, anddevelopment of battery metals (namely cobalt, lithium, graphite, andcopper), in North America, South America and South Korea and to becomea premier and responsible supplier of battery minerals to theelectrification marketplace. BMR is currently pursuing a near-termresumption of operations of the Punitaqui Mining Complex, a pastcopper-gold-silver producer, in the Coquimbo region of Chile. BMR isthe largest mineral claim holder in the historic GowgandaCobalt-Silver Camp in Ontario, Canada, and continues to pursue afocused program to build on the recently announced, +1-million-poundhigh-grade cobalt resource at McAra. In addition, Battery Mineral owns100% of ESI Energy Services, Inc. (including ESI’s wholly owned USAoperating subsidiary, Ozzie’s, Inc.), a profitable mainline pipelineand renewable energy equipment rental and sales company withoperations in Alberta, Canada and Arizona, USA. Battery MineralResources is based in Canada and its shares are listed on the TSXVenture Exchange under the symbol “BMR” and on the OTCQB under thesymbol “BTRMF”. Further information about BMR and its projects canbe found on www.bmrcorp.com .
Neither the TSXVnor its Regulation Services Provider (as that term is defined in thepolicies of the TSXV) accepts responsibility for the adequacy oraccuracy of this 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+.
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