Millennial Lithium Closes Purchase of Pastos Grandes Lithium Project in Argentina and Closes Concurrent Financing for Proceeds of $4,875,000

Millennial-Lithium-logo

TSX VENTURE : ML

September 16, 2016

VANCOUVER, BRITISH COLUMBIA–(Sept. 16, 2016) – Millennial Lithium Corp. (TSX VENTURE:ML), (“Millennial” or the “Company“) wishes to announce that it has closed (the “Closing”) its acquisition of the Pastos Grandes Lithium Project (the “Project”) in Argentina and has also closed its concurrent private placement financing (the “Financing”). The acquisition constituted a Fundamental Acquisition under the policies of the Exchange and was first announced in a news release on July 19, 2016.

Closing of the Acquisition of the Pastos Grandes Lithium Project:

Millennial has received Exchange approval for, and closed, its acquisition of the Project.

The Company entered into a definitive agreement (the “Definitive Agreement”) with Jorge Enrique Moreno and Alba Silvia Salas (the “Vendors”) dated September 16, 2016 to acquire a 100% interest in and to the Project. The Definitive Agreement replaced an earlier agreement (the “Initial Agreement”) disclosed in the July 19, 2016 news release.

Under the terms of the Definitive Agreement, Millennial will complete its purchase of a 100% interest in the Project in consideration of the following payments and share issuances to the Vendor:

  1. Paying to the Vendors a $200,000 (US) deposit (the “Deposit”) on execution of the Initial Agreement (completed);
  2. Paying to the Vendors $500,000 (US) (the “First Installment”) on closing (completed) and issuing 500,000 common shares (the “First Share Installment”) to the Vendors (completed);
  3. Paying, on April 6, 2017, $500,000 (US) (the “Second Installment”) to the Vendors and issuing to the Vendors $500,000 (US) (the “Second Share Installment”) worth of the Company’s common shares;
  4. Making exploration expenditures of $1,600,000 (US) (the “Required Exploration Expenditures”) on or before September 16, 2017; and
  5. Paying to the Vendors $1,000,000 (US) (the “Final Payment”) on or before October 6, 2017.

The initial shares issued to the Vendors under (i) above are subject to a hold period expiring on January 17, 2017. The shares issued to the Vendors in (iii) above will be subject to an Exchange hold period expiring four months from their date of issuance.

A finder’s fee (the “Finder’s Fee”) on the Project of 5% of all cash payments paid and shares issued to the Vendors is payable, to Synergy Resource Capital Pty Ltd. (the “Finder”), as those cash payments are paid and as those shares are issued. Accordingly, the Finder’s Fee is payable as follows:

  1. Upon payment of the Deposit above, $10,000 (US)payable to the Finder (paid);
  2. Upon payment of the First Instalment, $25,000 (US) payable to the Finder (paid) and issuance to the Finder of 25,000 shares (the “Closing Finder’s Shares”) of the Company (issued);
  3. Upon payment of the Second Instalment, $25,000 (US) payable to the Finder and issuance to the Finder of 25,000 shares of the Company; and
  4. Upon payment of the Final Payment, $50,000 (US) payable to the Finder.

All shares issued to the Finder, including the Closing Finder’s Shares are subject to an Exchange hold period expiring four months from their date of issuance. The hold period on the Closing Finder’s Shares expires on January 17, 2017.

The Project is subject to a royalty (the “Royalty”) equal to 1.5% of the gross annual sales of lithium from the Project net of value added taxes and other taxes applicable to the sale of lithium. The Royalty comes into effect on October 6, 2019. At any time until October 6, 2019, the Company can terminate the right of the Vendors to the Royalty in consideration of a payment in the amount of $3,000,000 (US) to the Vendors.

The Project is strategically located within the Argentine portion of the “Lithium Triangle”, which is host to some of the world’s largest lithium resources. The Project is approximately 1200 hectares in size and ideally situated in the center of the Pastos Grandes Salar in Salta, Argentina. The region exhibits significant lithium and potassium brines and historically the Project has been tested by surface geochemical sampling, Magnetolluric (MT) surveying, CSAMT, vertical electrical sounding (VES) geophysical surveying and by 4 pumping wells testing and measuring brine flows in aquifers with significant lithium and potassium assays. Millennial is planning to continue with exploration and development of the Project and expects to report on such exploration plans in the coming weeks.

Closing of the Concurrent Financing:

The Company has closed its private placement Financing of 7,500,000 units at $0.65 per unit for proceeds of $4,875,000. Each unit is comprised of one common share and one-half of one share purchase warrant (a “Unit”). Each whole share purchase warrant (a “Warrant”) is exercisable for a period of two years from closing at an exercise price of $1.00.

The Units, and any common shares of the Company issued upon exercise of the Warrants, are subject to a four month hold period expiring on January 17, 2017.

Commissions of up to 6%, payable in cash or units at the finder’s option, have been paid in connection with a portion of the Financing. This resulted in the payment of $106,938.20 in cash and the issuance of 164,137 Units.

All Units issued to the finders, and any common shares of the Company issued upon exercise of the Warrants in their units, are subject to a four month hold period expiring on January 17, 2017.

Proceeds of the Financing are to be used to meet the Company’s obligations under the Definitive Agreement including funding Required Exploration Expenditures on the Project.

This news release has been reviewed by Brent Butler, director, qualified person as that term is defined in National Instrument 43-101.

MILLENNIAL LITHIUM CORP.

Graham Harris, Chairman

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 RELEASE.

This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 an applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, currency risks including the exchange rate of USD$ for Cdn$, fluctuations in the market for lithium, changes in exploration costs and government royalties or taxes in Argentina and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

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Viscount Private Placement Update

PRESS RELEASE                                                                                                                 May 31, 2016

VANCOUVER, Canada –- Viscount Mining Corp. (TSX-V: VML) (OTCQB: VLMGF) (“Viscount” or the “Company”) is pleased to announce that it has closed today the first tranche of the Brokered Private Placement previously announced in its news release of April 25, 2016, (the “Private Placement”) raising gross proceeds of $1,225,000 from the issuance and sale of 2,450,000 Units at a price of $0.50 per share. Each Unit consists of one (1) common share (“Common Share”) of the Company and one (1) share purchase warrant (“Warrant”).

Each Warrant will entitle the holder to acquire one (1) Common Share at an exercise price of $0.70 for a period of 24 months from the closing date of the Private Placement. In the event that the Company’s common shares trade at a closing price on the Exchange of greater than $0.85 per share for a period of 20 consecutive trading days at any time after the closing date, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof and in such case the Warrants will expire on the 30th day after the date hereafter referred to as the (“Eligible Acceleration Date”) on which such notice is given by the Company.

These Common Shares and Warrants issued under the Private Placement will be subject to a four month and one day resale restriction expiring October 1st, 2016 for the first tranche.

Gravitas Securities Inc. (“GRAVITAS”) acted as agent for and on behalf of Viscount and is entitled to an Agency Fee of 7% of the cash received from the sale of the Units to certain subscribers, and Compensation Warrants equal to 7% of the aggregate number of Units issued to certain subscribers, exercisable into Common Shares at an exercise price of $0.70 until May 31, 2018.

The Private Placement remains subject to the final approval of the TSX Venture Exchange.

The Company intends to use the net proceeds of the Private Placement for the advancement of the Company’s 100%-owned Silver Cliff property in Colorado. Viscount plans to substantiate the mineral inventories through surface sampling and core drilling followed by an evaluation of deposit(s) potential through geophysical surveys, offset drilling and detailed geological mapping. Once this is completed a report will be generated to substantiate the value of the Silver Cliff Property.

Jim MacKenzie, CEO, commented, “We are pleased with the strong investor support for this financing, which strengthens Viscount’s balance sheet and allows for advancement of the Company’s 100%-owned Silver Cliff property in Colorado.”

About Gravitas Securities Inc.

Gravitas Securities Inc. (“GRAVITAS”) is a full service investment dealer platform registered with IIROC and headquartered in Toronto. Gravitas provides comprehensive investment banking services, retail advisory and private client portfolio management.

About Viscount Mining (TSX VENTURE:VML)(OTCQB:VLMGF)

Viscount Mining Corp. is an exploration company with a portfolio of gold and silver properties in the Western United States, including Cherry Creek in Nevada and Silver Cliff in Colorado. Cherry Creek is comprised of more than 10,000 acres, all 100% owned, and includes more than 20 past producing mines. Viscount has entered into an exploration earn-in agreement with Sumitomo Corporation covering the Cherry Creek property. Sumitomo can earn in up to a 75% interest in the property by producing a bankable feasibility study and by spending in addition a minimum of US$10,000,000 in exploration and development expenses by the eighth anniversary of the earn-in agreement. Silver Cliff in Colorado is comprised of 96 lode claims, covering much of the historical past-producing mineral districts of Silver Cliff and Rosita Hills.

For additional information regarding the above noted property and other corporate information, please visit the Company’s website at www.viscountmining.com.

ON BEHALF OF THE BOARD OF DIRECTORS

“Jim MacKenzie”

President, CEO and Director

For further information, please contact:
Viscount Investor Relations
Phone: 604-960-0535
Email: info@viscountmining.com

Neither 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 release.

Forward-Looking Statements

This news release contains certain statements that may be deemed “forward-looking” statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although Viscount Mining Corp. believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of Viscount Mining Corp. management on the date the statements are made. Except as required by law, Viscount Mining Corp. undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

Nicola Mining Announces Closing of the Third Tranche of Unit Financing

May 2, 2016 | News Releases

TSX.V: NIM

VANCOUVER, B.C. May 2, 2016 – Nicola Mining Inc. (the “Company”) is pleased to announce that, on April 29, 2016, it completed a fourth tranche of its previously announced private placement financing (the “Financing”) as further described in its news releases of November 19, 2015, November 24, 2015, December 7, 2015 and January 21, 2016. In connection with the closing of the fourth tranche, the Company sold an aggregate of 8,318,750 units (each, a “Unit”), at a price of $0.08 per Unit, for gross proceeds of $665,500. Each Unit consisted of one common share of the Company (each, a “Share”) and one share purchase warrant (each, a “Warrant”). Each Warrant is exercisable into one Share at a price of $0.15 per Share for a period of two years from the date of issuance. Due to strong investor demand the Company increased its original $2,250,000 financing target, as announced on October 26, 2015, to receiving gross proceeds of $2,750,000.

Proceeds from the Financing will be used for general working capital.

The Company paid cash finders fees of $9,720 and issued 119,000 share purchase warrants (the “Finder’s Warrants”) to three finders in connection with certain subscriptions in the Financing. The Finder’s Warrants have the same terms as the Warrants.

Two insiders of the Company subscribed a total of 1,348,750 Units under the Financing, which is a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The participation of the insider in the private placement was exempt from the valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in Sections 5.5(b) and 5.7(b) of MI 61-101.

The securities issued under the Financing, and the Shares that may be issuable on exercise of the Warrants and the Finder’s Warrants, are subject to a statutory hold period expiring on August 30, 2016.

Nicola Mining Inc. is junior mining company listed on the TSX Venture and is in the process of recommencing mill feed processing operations at its 100% owned state-of-the-art mill and tailings facility, located near Merritt, British Columbia. It has already signed four mill profit share agreements with high grade gold properties. The fully-permitted mill is able to process both gold and silver mill feed via gravity and floatation processes. The Company also owns 100% of the Treasure Mountain, its high grade silver property and a gravel pit, which is located adjacent to its milling operations.

On behalf of the Board of Directors
“Peter Espig”
Peter Espig
CEO & Director

For additional information
Contact: Peter Espig
Phone: (604) 647-0142
Email: peter@nicolamining.com

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 release.

Nicola Mining Announces Increase in Unit Financing

Apr 21, 2016 | News Releases

TSX.V: NIM

VANCOUVER, B.C.April 21, 2016 – Nicola Mining Inc. (the “Company”) announces that it is increasing the size of its non-brokered private placement (the “Financing”) announced on November 19, 2015. The Company previously disclosed that it would issue up to 28,125,000 units (each, a “Unit”) at a price of $0.08 per Unit for gross proceeds of up to $2,250,000. The Company today announces that it has increased the number of Units to be issued, such that it will issue up to 34,375,000 Units for gross proceeds of up to $2,750,000. The terms of the Units remain as announced on November 19, 2015. To date, the Company has raised a total of $2,084,500 from the closing of the first, second and third tranches of the Financing. Closing of the Financing remains subject to the approval of the TSX Venture Exchange.

The Company may pay finder’s fees in connection with the issuance of the Units.

The use of proceeds will be used for general working capital.

All securities issued pursuant to the Financing will be subject to a statutory hold period expiring four months and one day after closing of the Financing.

On behalf of the Board of Directors

“Peter Espig”
Peter Espig
CEO & Director

For additional information
Contact: Peter Espig
Contact: (604) 647-0142
peter@nicolamining.com

Disclaimer for Forward-Looking Information

Certain statements in this press release related to the Financing and the securities issuable thereunder are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-looking statements in this news release include statements regarding the proceeds to be raised pursuant to the Financing, the terms of the securities issuable pursuant to the Financing, resale restrictions relating to the securities to be issued, the use of proceeds of the Financing and receipt of the approval of the TSX Venture Exchange. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding the Company’s ability to complete the Financing, including the risk that the Financing may not be completed as expected or at all, that the security interests may not be as set out in this news release, that the proceeds of the Financing may be used other than as set out in this news release, that the TSX Venture Exchange may not approve the Financing and such other factors beyond the control of the Company. Such forward-looking statements should therefore be construed in light of such factors, and the Company is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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 release.

Nicola Mining Announces Closing of the Third Tranche of Unit Financing

Mar 22, 2016 | News Releases

TSX.V: NIM

VANCOUVER, B.C., March 22, 2016 – Nicola Mining Inc. (the “Company”) is pleased to announce that it has completed a third tranche of its previously announced private placement financing (the “Financing”) as further described in its news releases of November 19, 2015, November 24, 2015 and December 7, 2016. In connection with the closing of the third tranche, the Company sold an aggregate of 2,250,000 units (each, a “Unit”), at a price of $0.08 per Unit, for gross proceeds of $180,000. Each Unit consisted of one common share of the Company (each, a “Share”) and one share purchase warrant (each, a “Warrant”). Each Warrant is exercisable into one Share at a price of $0.15 per Share for a period of two years from the date of issuance. The Company has raised a total of $2,084,500 from the closing of the first, second and third tranches of the Financing. The Company intends to complete additional tranches of the Financing in the future.

The Company did not pay any finder’s fees in connection with the Financing. Proceeds from the Financing will be used for general working capital.

An insider of the Company subscribed for 1,062,500 Units under the Financing, which is a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The participation of the insider in the private placement was exempt from the valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in Sections 5.5(a) and 5.7(a) of MI 61-101 in that the fair market value of the consideration of the Units to be issued to the insider did not exceed 25% of the Company’s market capitalization.

The securities issued under the Financing, and the Shares that may be issuable on exercise of the Warrants, are subject to a statutory hold period expiring on July 23, 2016.

On behalf of the Board of Directors

“Peter Espig”
Peter Espig
CEO & Director

For additional information
Contact: Peter Espig
Contact: (604) 647-0142
peter@nicolamining.com

Disclaimer for Forward-Looking Information

Certain statements in this press release related to the Financing and the securities issuable thereunder are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-looking statements in this news release include statements regarding the proposed use of proceeds of the Financing, resale restrictions relating to the securities issued, and the Company’s intention to close future tranches under the Financing. Such statements are subject to inherent risks and uncertainties that may cause such statements to become inaccurate, including factors that cause the Company to spend the proceeds otherwise than as contemplated in this news release, the failure of the Company to close additional tranches under the Financing, and other factors beyond the control of the Company. Such forward-looking statements should be construed in light of such factors, and the Company is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable laws.

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 release.

Nicola Mining Announces Extension of Closing of Unit Financing

Mar 11, 2016 | News Releases

VANCOUVER, B.C., March 11, 2016 – Nicola Mining Inc. (the “Company”) announces that it has extended the time for the closing of the private placement (the “Financing”) it previously announced by New Releases dated November 19, 2015, November 24, 2015, December 7, 2015 and January 21, 2016 to on or before April 11, 2016. Closing remains subject to the TSX Venture Exchange approval. The Company confirms that there is no undisclosed material information.

On behalf of the Board of Directors

“Peter Espig”
Peter Espig
CEO & Director

For additional information
Contact: Peter Espig
Contact: (604) 647-0142
peter@nicolamining.com

Disclaimer for Forward-Looking Information

Certain statements in this press release related to the Financing and the securities issuable thereunder are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-looking statements in this news release include statements regarding the proceeds to be raised pursuant to the Financing, the terms of the securities issuable pursuant to the Financing, resale restrictions relating to the securities to be issued, the use of proceeds of the Financing and receipt of the approval of the TSX Venture Exchange. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding the Company’s ability to complete the Financing, including the risk that the Financing may not be completed as expected or at all, that the security interests may not be as set out in this news release, that the proceeds of the Financing may be used other than as set out in this news release, that the TSX Venture Exchange may not approve the Financing and such other factors beyond the control of the Company. Such forward-looking statements should therefore be construed in light of such factors, and the Company is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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 release.

Nicola Mining Announces Extension of Closing of Unit Financing

Jan 21, 2016 | News Releases

TSX.V: NIM

VANCOUVER, B.C., January 21, 2016 – Nicola Mining Inc. (the “Company”) announces that it has extended the time for the closing of the private placement (the “Financing”) it previously announced by New Release dated November 19, 2015, November 24, 2015 and December 7, 2015 to on or before February 19, 2016. Closing remains subject to the TSX Venture Exchange approval.

On behalf of the Board of Directors

“Peter Espig”
Peter Espig
CEO & Director

For additional information
Contact: Peter Espig
Contact: (604) 647-0142
peter@nicolamining.com

Disclaimer for Forward-Looking Information

Certain statements in this press release related to the Financing and the securities issuable thereunder are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-looking statements in this news release include statements regarding the proceeds to be raised pursuant to the Financing, the terms of the securities issuable pursuant to the Financing, resale restrictions relating to the securities to be issued, the use of proceeds of the Financing and receipt of the approval of the TSX Venture Exchange. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding the Company’s ability to complete the Financing, including the risk that the Financing may not be completed as expected or at all, that the security interests may not be as set out in this news release, that the proceeds of the Financing may be used other than as set out in this news release, that the TSX Venture Exchange may not approve the Financing and such other factors beyond the control of the Company. Such forward-looking statements should therefore be construed in light of such factors, and the Company is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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 release.