/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, BC, Nov. 9, 2023
/CNW/ - Li-FT Power Ltd. ("LIFT" or the "Company")
(TSXV: LIFT) (OTCQX: LIFFF) (Frankfurt: WS0) is pleased to announce
that it has commenced an overnight marketed best efforts public
offering (the "Offering") of flow-through common shares of the
Company (the "Flow-Through Shares") that will qualify as
"flow-through shares" (within the meaning of subsection 66(15) of
the Income Tax Act (Canada)) at a
price of $8.65 per Flow-Through
Share. The number of Flow-Through Shares to be distributed in
connection with the Offering and the aggregate gross proceeds of
the Offering will be determined in the context of the market.
The Offering is being conducted through a syndicate of agents
led by Canaccord Genuity Corp. (collectively, the "Agents").
The Offering will be conducted pursuant to the Company's
Canadian base shelf prospectus dated September 21, 2023 (the "Base Shelf Prospectus").
A prospectus supplement (the "Prospectus Supplement") relating to
the Offering will be filed in each of the provinces of Canada, except the Province of Quebec, and may be offered in the United States on a private placement basis
pursuant to an exemption from the registration requirements of the
United States Securities Act of 1933, as amended, and applicable
state securities laws, and certain other jurisdictions outside of
Canada and the United States. The Base Shelf Prospectus
is available and the Prospectus Supplement will be available under
the Company's profile on SEDAR at www.sedar+.com.
The gross proceeds of the Offering will be used by the Company
to incur eligible "Canadian exploration expenses" that will qualify
as "flow-through critical mineral mining expenditures" as such
terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures")
related to the Company's Yellowknife Lithium Project located in the
Northwest Territories, Canada on
or before December 31, 2024. All
Qualifying Expenditures will be renounced in favour of the
subscribers effective December 31,
2023.
It is anticipated that closing of the Offering will occur on or
about November 17, 2023 (the "Closing
Date"), or such other date or dates as the Company and the Agents
may agree. The Offering is subject to the satisfaction of certain
conditions, including receipt of all applicable regulatory
approvals including the approval of the TSX Venture Exchange.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of any
of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful, including any of the
securities in the United States of
America. The securities have not been and will not be
registered under the United States Securities Act of 1933,
as amended (the "1933 Act") or any state securities laws and may
not be offered or sold within the United
States or to, or for account or benefit of, U.S. Persons (as
defined in Regulation S under the 1933 Act) unless registered under
the 1933 Act and applicable state securities laws, or an exemption
from such registration requirements is available.
About LIFT
LIFT is a mineral exploration company engaged in the
acquisition, exploration, and development of lithium pegmatite
projects located in Canada. The
Company's flagship project is the Yellowknife Lithium Project
located in Northwest Territories,
Canada. LIFT also holds three early-stage exploration
properties in Quebec, Canada with
excellent potential for the discovery of buried lithium pegmatites,
as well as the Cali Project in Northwest
Territories within the Little Nahanni Pegmatite Group.
Cautionary Statement Regarding Forward-Looking
Information
Certain statements included in this press release constitute
forward-looking information or statements (collectively,
"forward-looking statements"), including those identified by the
expressions "anticipate", "believe", "plan", "estimate", "expect",
"intend", "may", "should" and similar expressions to the extent
they relate to the Company or its management. The forward-looking
statements are not historical facts but reflect current
expectations regarding future results or events. This press release
contains forward looking statements relating to the closing of the
Offering, successful marketing of the Offering, use of proceeds of
the Offering, the timing of incurring the Qualifying Expenditures
and the renunciation of the Qualifying Expenditures as well as the
approval of the TSXV. These forward-looking statements and
information reflect management's current beliefs and are based on
assumptions made by and information currently available to the
company with respect to the matter described in this new
release.
Forward-looking statements involve risks and uncertainties,
which are based on current expectations as of the date of this
release and subject to known and unknown risks and uncertainties
that could cause actual results to differ materially from those
expressed or implied by such statements. Additional information
about these assumptions and risks and uncertainties is contained
under "Risk Factors and Uncertainties" in the Company's latest
annual information form filed on March 30,
2023, which is available under the Company's SEDAR+ profile
at www.sedarplus.ca, and in other filings that the Company has made
and may make with applicable securities authorities in the future.
Forward-looking statements contained herein are made only as to the
date of this press release and we undertake no obligation to update
or revise any forward-looking statements whether as a result of new
information, future events or otherwise, except as required by law.
We caution investors not to place considerable reliance on the
forward-looking statements contained in this press release.
Neither the TSX Venture Exchange (the "TSXV") nor its
Regulation Services Provider (as that term is defined in the
policies of the TSXV) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Li-FT Power Ltd.