NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION
DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
DENVER, Colo., Aug. 09, 2018 (GLOBE NEWSWIRE) -- Pure Energy Minerals Limited (TSX VENTURE:PE) (OTCQB:PEMIF)
(the “Company” or “Pure Energy”) announces that it will undertake a private placement offering
(the “Offering”) of a Senior Convertible Promissory Note (the “Note”) with a related party of the Company. The
outstanding principal of the Note shall be paid to the Holder on or prior to the Maturity Date of October 4, 2019, unless
previously prepaid or converted, at the option of the Holder, into fully paid and non-assessable shares at US$0.10 per share.
Pursuant to the Offering, if the principal amount of the Note is prepaid on or before February 15, 2019, no prepayment penalty will
be payable. If the principal amount of the Note is prepaid from February 16, 2019 through June 30, 2019, a prepayment penalty of 3%
of the principal amount will be payable. If the principal amount of the Note is prepaid from July 1, 2019 through August 31, 2019,
a penalty of 2% of the principal amount will be payable. If the principal amount of this Note is prepaid from September 1, 2019
through September 30, 2019, a penalty of 1% of the principal amount will be payable. At the option of the Holder, any prepayment
penalty may also be converted to shares of the Company.
Pursuant to the Offering, the Notes will bear interest at the rate of 10% per annum, accruing daily and payable
in installments on November 15, 2018, February 15, 2019, May 15, 2019, August 15, 2019 and at the Maturity Date of October 4, 2019,
with the exception that the Company shall have the option to request that the Holder accept the issuance of the Company’s common
shares in satisfaction of one quarterly payment of interest, whereupon the Holder will have the option to either accept the
Company’s shares in satisfaction of the quarterly interest payment or to defer payment of that quarter’s interest until the next
succeeding quarterly payment date. If the Holder elects to receive shares in satisfaction of the payment, pursuant to the policies
of the TSX Venture Exchange, the number and terms of any securities issued to pay such accrued interest shall be based upon a price
per security that is not less than the Market Price of the Company’s shares at the time the accrued interest becomes payable. If
the Holder elects to defer payment, interest shall also accrue on the deferred interest amount at 10% per annum until paid. No
finder’s fees are payable.
Any shares issued upon conversion of the principal amount of the Notes and any accrued interest will be subject
to certain resale restrictions, including a restricted (or “hold”) period of four months following the distribution date, under
applicable Canadian securities legislation.
The Company intends to use the proceeds from the Note Offering for general corporate purposes and working
capital needs.
Quality Assurance
Patrick Highsmith, Certified Professional Geologist (AIPG CPG # 11702), is a qualified person as defined by NI
43-101, and has supervised the preparation of the scientific and technical information in this news release. Mr. Highsmith is not
independent of the Company as he is an officer and director.
About Pure Energy Minerals Limited
Pure Energy Minerals is a lithium resource developer that is driven to become a low-cost supplier for the
growing lithium battery industry. The Company is developing the Clayton Valley Project (“CV Project”) in Clayton
Valley, Nevada. The Company is also exploring a lithium brine project in the Lithium Triangle of South America, the Terra Cotta
Project (“TCP”). The TCP is located on Pocitos Salar in Salta, Argentina, where it enjoys some of the best
infrastructure and access of any lithium brine exploration project in Argentina.
Pure Energy has developed core strengths in innovative development and processing technologies for lithium
brines and lithium mineral deposits. Key attributes and activities include:
• A large, strategic land position with excellent infrastructure in a first-class mining jurisdiction:
approximately 10,542 hectares (26,050 acres) in Clayton Valley, Esmeralda County, Nevada, located a 3-hour drive from the
Gigafactory;
• An inferred mineral resource of approximately 247,000 tonnes of lithium hydroxide (218,000 tonnes of LCE) at
the CV Project with an average grade of 123 mg/L lithium;
• The only lithium brine resource in North America to yield a positive Preliminary Economic Assessment
(“PEA”) including an estimated after-tax NPV (8% discount) of US $264 million and an estimated IRR of 21%;
• Advanced metallurgical test work demonstrating the improved efficacy of a new, environmentally responsible
lithium processing technology that produces low-cost battery grade lithium hydroxide;
• An early stage exploration program on the 13,000-hectare (32,000 acre) TCP, located on Pocitos Salar in Salta
Province; and
• An active business development program, applying Company expertise to the evaluation of new lithium targets
around the world.
On behalf of the Board of Directors,
“Patrick Highsmith”
Chief Executive Officer
CONTACT:
Pure Energy Minerals Limited (www.pureenergyminerals.com)
Email: info@pureenergyminerals.com
Telephone – 604 608 6611, ext 5
Cautionary Statements and Forward-Looking Information
The information in this news release contains forward looking statements that are subject to a number of known
and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in our
forward looking statements. Factors that could cause such differences include: changes in world commodity markets, equity markets,
costs and supply of materials relevant to the mining industry, change in government and changes to regulations affecting the mining
industry. Forward-looking statements in this release may include, completion of the private placement and the amount to be raised
by the Company, successful development of a new lithium process, and future exploration on the CV Project and the Terra Cotta
Project. Although we believe the expectations reflected in our forward looking statements are reasonable, results may vary, and we
cannot guarantee future results, levels of activity, performance or achievements.
The economic analysis contained in the PEA is based on inferred resources, which are considered too speculative
geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. The
PEA is preliminary in nature and there is no certainty that the PEA will be realized. See the Company’s most recent technical
report on the CV Project, filed under the Company’s profile on SEDAR at www.sedar.com, for a discussion of the key parameters and
assumptions used in the preparation of the economic analysis.
The Company does not undertake to update any forward-looking information, except as required by applicable
laws.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of
TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the
United States or to, or for the account or benefit of, U.S. persons (as defined under the U.S. Securities Act) absent registration
or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities
laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United
States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful.
