Investment by Funds and Accounts Managed by BlackRock VANCOUVER, BC, Dec. 17, 2021 /PRNewswire/ -- Sigma Lithium Corporation (NASDAQ: SGML, TSXV: SGML) ("Sigma Lithium" or the "Company") is pleased to announce that, funds and accounts managed by BlackRock ("BlackRock") will make an additional total investment in the Company of approximately C$64.2 million. This additional investment increases the size of its previously announced non-brokered private placement of common shares (the "Offering") to approximately C$136.7 million.
The Company now intends to issue from treasury a total of approximately 11,634,137 common shares of the Company ("Common Shares") (compared with approximately 7,234,042 Common Shares previously announced), to be issued at the previous announced price of C$11.75 per Common Share (the "Issue Price") for anticipated aggregate gross proceeds of approximately C$136.7 million (compared with C$85 million previously announced).
The Company, which is dedicated to powering the next generation of electric vehicle batteries with environmentally sustainable and high-purity lithium, expects to use the net proceeds of the Offering, at the sole discretion of the Company, as follows:
- To fully-fund the construction of its phase 1 production plant and mine,
- To further development of phases 2 and 3 of its wholly owned Grota do Cirilo Project, and
- For general corporate purposes.
BlackRock is expected to invest C$64,224,994 (or approximately US$50,000,000) representing approximately 5.5% of the issued and outstanding Common Shares following completion of the Offering and the Secondary Transaction (as defined below). The material terms of BlackRock's investment are as follows:
- Primary Investment: As part of the Offering BlackRock has agreed to purchase 4,372,766 Common Shares to be issued from treasury of the Company at the Issue Price for an aggregate subscription price of approximately C$51,380,000.
- Secondary Transaction: BlackRock has also agreed to purchase 1,093,191 Common Shares at the Issue Price from the largest shareholder of the Company, A10 Investimentos Fundo de Investimento de Aes – Investimento No Exterior (the "A10 Fund") for an aggregate purchase price to A10 Fund of C$12,844,994 (the "Secondary Transaction"), representing 2.25% of A10 Fund's shares in Sigma Lithium.
- In connection with the investment, BlackRock has agreed to a 120-day hold period following the closing date of the Investment on any Common Shares acquired by BlackRock.
Following completion of the Offering and the Secondary Transaction the A10 Fund is expected to hold 47,400,718 Common Shares, representing approximately 47.7% of the issued and outstanding Common Shares (46.6% on a partially diluted basis).
Prior to the completion of the Offering and the Secondary Transaction and as at the date hereof, the A10 Fund holds 48,493,909 Common Shares, representing approximately 55.3% of the issued and outstanding Common Shares (53.9% on a partially diluted basis).
The A10 Fund's sale of Common Shares to BlackRock is being made based on a strategic discussion with the Company and allows BlackRock to increase its shareholding interest in the Company without further dilution to shareholders of the Company.
A10 Fund is managed by A10 Investimentos, of which certain principals are directors, officers or indirect significant shareholders of the Company. A10 Fund may from time to time in the future increase or decrease its direct or indirect ownership, control or direction over the Common Shares or other securities of the Company through market transactions, private agreements, dilution through third party subscriptions from treasury, or otherwise. If applicable and if the Secondary Transaction is completed as noted above, pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Requirements ("NI 62-103"), A10 Investimentos will file an early warning report (the "Early Warning Report") on the SEDAR profile of the Company at www.sedar.com.
The Offering and the Secondary Transaction are scheduled to close on or about December 22, 2021, in one or two tranches, and are subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
The Company has entered into an agreement with the A10 Servios Especializados de Avaliao de Empresas Ltda. (the "A10 Advisory") to provide services in respect of the Offering, and A10 Advisory will be entitled to finder's compensation for purchases by subscribers it introduces. Certain principals of the A10 Advisory are directors, officers or indirect significant shareholders of the Company. The Common Shares will be offered outside the United States pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act").
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Common Shares in the United States. The securities being offered have not been, nor will they be, registered under the 1933 Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act and applicable of state securities laws. The Common Shares are being issued by the Company in jurisdictions outside of Canada and the United States in accordance with the securities laws of those jurisdictions.
This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of Common Shares under the Offering or the Secondary Transaction, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
ABOUT SIGMA LITHIUM
Headquartered in Canada, Sigma Lithium (NASDAQ: SGML, TSXV: SGML) is dedicated to powering the next generation of electric vehicle batteries with environmentally sustainable and high-purity lithium, developing with an ESG-centric strategy, a leading integrated Lithium company in the Americas. Sigma is developing the largest hard rock lithium spodumene deposits in the Americas, located in its wholly owned Grota do Cirilo Project in Brazil.
The Company has processed these spodumene into Battery Grade Green and Sustainable Lithium for three years having achieved certification status with the largest battery makers in the world. Sigma has unique and differentiated environmental and social sustainability practices: The Project will be powered by clean & renewable energy. The Processing Plant will use state-of-the art water recirculation circuits combined with dry stacking tailings management, to reuse 100% of the water and not to create tailing dams. Sigma has sponsored a private agency to promote additional investments in the region and has been fostering initiatives to both create sustainable economic development while lifting the community from poverty.
With a goal of net zero carbon emissions by 2024, the Company has adhered consistently to the highest standards of environmental, social and governance practices, established as part of its core purpose at inception in 2012.
www.sigmalithium.ca.