Volt Lithium Corp. (TSXV: VLT, FSE: I2D) (“
Volt”
or the “
Company”) announces that it has filed its
prospectus supplement dated July 27, 2023 (the
“
Prospectus Supplement”) to the
Company’s short form base shelf prospectus dated July 20, 2023 (the
“
Shelf”), with the securities commissions and
other similar regulatory authorities in each of the Provinces of
Canada, other than Quebec in respect of the “best-efforts marketed
public offering (the “
Offering”) of any
combination of: (i) up to 11,666,666 flow-through units of the
Company (the “
FT Units”) at a price of $0.24 per
FT Unit (the ”
FT Offering Price”), and (ii) up to
14,545,454 units of the Company (the “
HD Units”
and collectively with the FT Units, the “
Units”)
at a price of $0.22 per HD Unit (the “
HD Offering
Price”) for aggregate gross proceeds to the
Company of up to $6,000,000 announced on July 25, 2023. Canaccord
Genuity Corp. (“
Canaccord
Genuity”) are leading the Offering on behalf of a
syndicate of agents including Paradigm Capital Inc. (collectively,
the “
Agents”). Closing of the Offering is expected
to take place on or about August 4, 2023 or on such other date as
may be mutually agreed upon by the Company and the Lead Agent, on
behalf of the Agents, acting reasonably (the “
Closing
Date”).
The Offering
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 sold under the Offering are offered by
way of: the Prospectus Supplement; 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 to exemptions from registration provided
for under the U.S. Securities Act and the applicable securities
laws of any state of the United States; and 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 Concurrent Private
Placement
In addition to the Offering, the Company intends
to issue to certain accredited investors, on a private placement
basis, concurrent with the closing of the Offering, of: (i) up to
5,070,218 HD Units at the HD Offering Price; and (ii) up to 358,333
FT Units at the FT Offering Price, for gross proceeds to the
Company of up to approximately $1,200,000 (the “Concurrent
Private Placement”). The Agents will receive up to 3.0% of
the gross proceeds of the Units sold to purchasers under the
Concurrent Private Placement and that number of Broker Warrants
exercisable at any time, at a price of $0.22 per Broker Warrant,
from the date of completion of the Concurrent Private Placement,
which is anticipated to be the Closing Date, to the date that is 24
months from such date, to acquire in aggregate that number of HD
Units which is equal to 3.0% of the number of Units sold to
purchasers under the Concurrent Private Placement. The aggregate
gross proceeds from the Offering (assuming full exercise of the
Over-Allotment Option) and the Concurrent Private Placement will be
approximately $8,100,000.
The Offering and the Concurrent Private
Placement
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 and the Concurrent Private
Placement are 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 and the
Concurrent Private Placement, 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 under the Offering and in respect of all Units sold
under the Concurrent Private Placement. 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 under the Offering should
read the Shelf, the Prospectus Supplement 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.
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/.
Contact Information
For Investor Relations inquiries or further
information, please contact:
Alex Wylie, President &
CEOawylie@voltlithium.comM: +1.403.830.5811Forward-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 Concurrent Private Placement; the receipt of
regulatory approvals for the Offering and the Concurrent Private
Placement; the use of proceeds from the Offering and the Concurrent
Private Placement; 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 and the Concurrent
Private Placement, including the date thereof; the conduct of the
Company’s preliminary economic assessment for the Rainbow Lake
project; the Company’s continued exploration of its mineral
properties; and general business and economic conditions. 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.
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