The Energy Graphite TM Company Sourced and Manufactured in the United States of America
TORONTO, ONTARIO--(Marketwired - May 2, 2017) -
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Alabama Graphite Corp. ("AGC" or the "Company") (TSX VENTURE:CSPG)(OTCQB:CSPGF)(FRANKFURT:1AG) is pleased to announce that it has increased the size of its previously announced non-brokered private placement (please refer to the Company's April 26, 2017 announcement) to raise gross proceeds of approximately $1.1 million (the "Upsized Offering"). The Upsized Offering will involve the sale of approximately 7,333,333 units ("Units") at a subscription price of $0.15 per Unit for aggregate gross proceeds to the Company of up to approximately $1,100,000. Each Unit is comprised of one common share in the capital of the Company (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder to purchase one additional Common Share at an exercise price of $0.20 for a period of 36 months following the date of issue, subject to customary adjustment provisions.
AGC intends to use the net proceeds of the Private Placement for working capital and production, full electrochemical testing and characterization of significant quantities of Coated Spherical Purified Graphite ("CSPG") engineered for use in lithium-ion ("Li-ion") battery anodes and Delaminated Expanded Graphite ("DEXDG") engineered for use as a conductivity enhancement diluent in Li-ion battery cathodes. This fully characterized and tested battery-ready material will be conveyed to satisfy outstanding material requests from both existing United States Department of Defense ("DoD") battery manufacturers and contractors, non-DoD entities, and new potential end users.
Certain insiders of the Company have indicated their support for the Private Placement. Any such participation would be a related-party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") but will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair-market value of the subject matter of the transaction nor the consideration paid will exceed 25% of the Company's market capitalization. The Private Placement was approved by all of the independent directors of the Company.
As part of the Upsized Offering, an officer of the Corporation (the "Insider") may arrange for the sale of a number of Common Shares from the Insider's personal holdings at a price in context with the market through the facilities of the TSX Venture Exchange (the "TSXV"). In the event of said sale, the Insider would use 100% of the proceeds from the sale to participate in the Private Placement.
The number of Common Shares potentially issuable to insiders of the Company pursuant to the Private Placement (including any Common Shares issuable upon the exercise of the Warrants) will represent not more than 10% of the Company's currently issued and outstanding Common Shares on a non-diluted basis.
In connection with the Private Placement, the Company may pay a finder's fee in cash and in the form of compensation warrants, subject to all necessary regulatory approvals.
The closing of the Private Placement is subject to the conditional and final approval of the TSXV. The Company intends to close the Private Placement in one or more tranche(s) and as soon as practicable, subject to receipt of all necessary regulatory approvals. All securities issued pursuant to the Private Placement will be subject to, among other things, a hold period of four months and one day in accordance with applicable Canadian securities laws.
On behalf of the Board of Directors of
ALABAMA GRAPHITE CORP.
Donald K. D. Baxter, P.Eng., President, Chief Executive Officer and Executive Director