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:
- Paying to the Vendors a $200,000 (US) deposit (the “Deposit”) on execution of the Initial Agreement (completed);
- 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);
- 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;
- Making exploration expenditures of $1,600,000 (US) (the “Required Exploration Expenditures”) on or before September 16, 2017; and
- 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:
- Upon payment of the Deposit above, $10,000 (US)payable to the Finder (paid);
- 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);
- 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
- 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.