TORONTO,
Jan. 20, 2021 /CNW/ - Neo Lithium Corp. ("
Neo Lithium" or the "
Company") (TSXV:
NLC) (OTCQX: NTTHF) (FSE: NE2) is pleased to announce that it has entered into an agreement with Stifel GMP, on its own behalf and on behalf of syndicate of underwriters (together with Stifel GMP, the "
Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a bought deal private placement basis, 9,900,000 special warrants of the Company (the "
Special Warrants") at a price of
C$3.05 per Special Warrant (the "
Offering Price") for aggregate gross proceeds to the Company of
C$30,195,000 (the "
Offering").
Each Special Warrant shall be issued under a special warrant indenture and shall entitle the holder thereof to receive, without payment of additional consideration, one common share of the Company (each a "Common Share").
The Special Warrants shall be deemed exercised on behalf of, and without any required action on the part of, the holders (including payment of additional consideration) on the earlier of:
| (i) | the second business day following the date on which a final receipt is obtained from the Ontario Securities Commission, as principal regulator on behalf of the securities regulatory authorities in each of the Qualifying Jurisdictions (as defined herein), for a (final) short form prospectus qualifying the Common Shares for distribution (the "Qualification Date"); and |
| | |
| (ii) | 4:59 p.m. (Toronto time) on the date which is four months and a day following the Closing Date (as defined herein). |
In the event the Qualification Date has not occurred on or before the date that is two months following the Closing Date, each Special Warrant shall thereafter entitle the holder to receive, upon the exercise or deemed exercise of each Special Warrant, for no additional consideration, 1.1 Common Shares.
Contemporary Amperex Technology Co., Limited's subsidiary ("CATL") holds a participation right to maintain its pro rata percentage holding in the Company (the "Participation Right") and may or may not exercise its Participation Right in connection with the Offering.
The Company plans to use the net proceeds from the Offering to fund development work at the 3Q Lithium Project located in Catamarca, Argentina and for working capital and general corporate purposes. More specifically, the Company intends to use the majority of the net proceeds to advance the construction of the concentration pond system at a commercial scale with a view to accelerating future production from the 3Q Project.
The Special Warrants will be offered on a private placement basis in all provinces of Canada except Qubec (the "Qualifying Jurisdictions"). The Special Warrants will also be offered in the United States on a private placement basis pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "1933 Act"), and in such other jurisdictions outside of Canada and the United States, as mutually agreed by the Company and the Underwriters, in each case in accordance with all applicable laws.
The Offering is scheduled to close on or about February 10, 2021 (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange and other applicable securities regulatory authorities.