/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
PUBLICATION, RELEASE OR DISSEMINATION IN THE UNITED STATES/
CALGARY,
AB, July 25, 2023 /CNW/ - Volt Lithium Corp.
(TSXV: VLT) (FSE: I2D) ("Volt" or the "Company")
announces that it has entered into an engagement letter with
Canaccord Genuity Corp. ("Canaccord Genuity") pursuant to
which the Canaccord Genuity has agreed to lead, on behalf of a
syndicate of agents including Paradigm Capital (collectively, the
"Agents"), on a "best-efforts" marketed basis, a public
offering (the "Offering") of any combination of: (i)
flow-through units of the Company (the "FT Units") at a
price of $0.24 per FT Unit, and (ii)
units of the Company (the "HD Units" and collectively with
the FT Units, the "Units") at a price of $0.22 per HD Unit for aggregate gross proceeds to
the Company of up to $6,000,000.
Each FT Unit will consist of one common share in the capital of
the Company (each, a "Common Share") and one-half of one
Common Share purchase warrant (each whole warrant, a
"Warrant"), which FT Units will qualify as "flow-through
shares" within the meaning of subsection 66(15) of the Income
Tax Act (Canada) (the "Tax
Act", which shall include such amendments or specific proposals
publicly announced by or on behalf of the Minister of Finance
(including those contemplated in the Federal Budget released by the
Minister of Finance on March 28,
2023), and each HD Unit will consist of one Common Share and
one-half of one Warrant (the HD Units will be issued without the
benefit of any flow-through tax consequences). Each Warrant will
entitle the holder to purchase one Common Share at an exercise
price of $0.33 for 24 months
following the completion of the Offering.
The Company has also granted the Agents an option (the
"Over-Allotment Option"), exercisable in whole or in part,
to purchase up to an additional 4,090,909 HD Units for a
period of 30 days from and including the closing date of the
Offering to cover over-allotments, if any, and for market
stabilization purposes. If the Over-Allotment Option is exercised
in full, the aggregate gross proceeds of the Offering will be
$6,900,000.
The Units will be offered by way of: (i) a prospectus
supplement (the "Prospectus Supplement") to Volt's
short form base shelf prospectus dated July
20, 2023 (the "Shelf"), which Prospectus Supplement
will be filed with the securities commissions and other similar
regulatory authorities in each of the Provinces of Canada, other than Quebec; (ii) in the United States or to or for the account or
benefit of "U.S. persons" as defined by Regulation S under
the United States Securities
Act of 1933, as amended (the "U.S. Securities Act"), by
way of private placement pursuant exemptions from registration
provided for under the U.S. Securities Act and the applicable
securities laws of any state of the
United States; and (iii) in jurisdictions outside of
Canada and the United States as are agreed to by the
Company and Canaccord Genuity on behalf of the Agents.
The gross proceeds of the sale of the FT Units will be used to
incur Canadian Exploration Expenses that will be "flow-through
critical mineral mining expenditures" (as such terms are defined in
the Tax Act) on the Company's mineral properties. The net proceeds
of the sale of the HD Units will be used to fund the Company's
preliminary economic assessment for the Rainbow Lake project, for the Company's
continued exploration of its mineral properties, and for general
corporate purposes.
The Offering is expected to close on or about August 4, 2023 and is subject to certain
conditions including, but not limited to, the receipt of all
necessary regulatory approvals, including the approval of the TSX
Venture Exchange ("TSX-V").
In connection with the Offering, the Company will pay to the
Agents and any other syndicate members a cash commission equal to
6.0% of the gross proceeds from the Offering and issue the number
of broker warrants equal to 6.0% of the number of Units sold
pursuant to the Offering, subject to a reduction to 3.0% cash
commission and 3.0% broker warrants for up to $2,000,000 of Units sold to president's list
purchasers. Each broker warrant shall be exercisable for one HD
Unit at the offering price of the HD Units for a period of
24 months following the completion of the Offering.
Prospective investors should read the Shelf, the Prospectus
Supplement, once filed, and the documents incorporated by reference
therein before making an investment decision. Copies of the Shelf
and the Prospectus Supplement, following filing thereof, are, or
will be, as applicable, available on the Company's SEDAR profile at
www.sedar.com.
The securities being offered have not been, nor will they be,
registered under the U.S. Securities Act, and may not be offered or
sold in the United States or to,
or for the account or benefit of, U.S. persons absent U.S.
registration or an applicable exemption from the U.S. registration
requirements. 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 securities in any State in which such offer,
solicitation or sale would be unlawful.
Volt also announces that it has engaged 3L Capital Inc.
("3L") to provide investor relations and capital market
advisory services effective immediately. 3L is a Toronto-based financial services company that
provides advisory services to metals & mining, oils & gas,
renewable energy, and technology companies. Under the engagement,
3L will be paid $12,500 per month for
a minimum of six months (the "Initial Term"), with the
engagement to be automatically renewed on a month-to-month basis
thereafter. After the Initial Term, the engagement may be
terminated by either party upon one month's written notice to the
other party. More specifically, 3L will provide services such
as organizing and administering road shows, drafting additional
marketing materials, providing traditional and social media
support, advising on the Company's business and financial
development plan and assistance in the development of the Company's
financial plan, as well as other services as required by the
Company. In certain circumstances, the Company may elect to pay the
monthly fee in Common Shares, subject to the approval of the TSX-V
and pricing in accordance with the rules and policies of the
TSX-V.
About Volt
Volt is a lithium development and technology company aiming to
be North America's first
commercial producer of LHM and lithium carbonates from oilfield
brine. Our strategy is to generate value for shareholders by
leveraging management's hydrocarbon experience and existing
infrastructure to extract lithium deposits from existing wells,
thereby reducing capital costs, lowering risks and supporting the
world's clean energy transition. With four differentiating pillars,
and a proprietary Direct Lithium Extraction ("DLE")
technology, Volt's innovative approach to development is focused on
allowing the highest lithium recoveries with lowest costs,
positioning us well for future commercialization. We are committed
to operating efficiently and with transparency across all areas of
the business staying sharply focused on creating long-term,
sustainable shareholder value. Investors and/or other interested
parties may sign up for updates about the Company's continued
progress on its website: https://voltlithium.com/.
Forward-Looking
Statements
This news release includes certain "forward-looking statements"
and "forward-looking information" within the meaning of applicable
Canadian securities laws. When used in this news release, the words
"anticipate", "believe", "estimate", "expect", "target", "plan",
"forecast", "may", "would", "could", "schedule" and similar words
or expressions, identify forward-looking statements or information.
Statements, other than statements of historical fact, may
constitute forward looking information and include, without
limitation, statements about the Offering and the filing of a
Prospectus Supplement; the receipt of regulatory approvals for the
Offering; the use of proceeds from the Offering; the ability of the
Company to incur Canadian Exploration Expenses with the gross
proceeds of the sale of the FT Units; the expected closing of the
Offering, including the date thereof; and the expected payments to,
and services from, 3L in connection with the Company's advisory
engagement with 3L. With respect to the forward-looking information
contained in this news release, the Company has made numerous
assumptions. While the Company considers these assumptions to be
reasonable, these assumptions are inherently subject to significant
uncertainties and contingencies and may prove to be incorrect.
Additionally, there are known and unknown risk factors which could
cause the Company's actual results, performance or achievements to
be materially different from any future results, performance or
achievements expressed or implied by the forward-looking
information contained herein including those known risk factors
outlined in the Company's amended and restated annual information
form and the Shelf. All forward-looking information herein is
qualified in its entirety by this cautionary statement, and the
Company disclaims any obligation to revise or update any such
forward-looking information or to publicly announce the result of
any revisions to any of the forward-looking information contained
herein to reflect future results, events or developments, except as
required by law.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this news release.
SOURCE Volt Lithium Corp.