International Lithium Announces Loan Restructure and Private Placement
Vancouver, British Columbia--(Newsfile Corp. - January 6, 2021) - International Lithium Corp. (TSXV: ILC) (the "Company" or "ILC") announces that it intends to restructure its indebtness, whereby the Company will issue to certain insiders and other private investors of the Company ("Lenders") an aggregate of 60,355,000 bonus share purchase warrants (the "Bonus Warrants") of the Company in consideration of debentures with a total principal value of CDN $3,017,750 being substituted with non-convertible debt from the Lenders to the Company (the "Loans"). The Loans will bear interest of 12.5% per annum, payable semi-annually and will mature on either June 30, 2022 or September 30, 2023, as elected by the Lenders.
Each Bonus Warrant will entitle the holder to purchase one common share of the Company at an exercise price of CDN $0.05 per share. The Bonus Warrants will be subject to a trading hold period expiring four months from the date of issue, under applicable securities laws. The Loans may be repaid prior to their maturity without penalty; however, if a Loan is reduced or repaid during the first year of its term, a pro rata number of the total Bonus Warrants will have their term reduced to the later of one year from issuance of the Bonus Warrants and 30 days from the reduction or repayment of the Loan. The number of shares that would result from the exercise of the Bonus Warrants is identical to the number of shares that would have been issued had the same principal of convertible debentures been extended at a conversion price of $0.05 and then converted.
Amendment of Convertible Debentures
The Company also announces that other holders of convertible debentures in the aggregate principal amount of CAD $622,500 (none of them Insiders) have elected to amend their convertible debentures such that the maturity date is extended by one year until September 30, 2021, the conversion price will be reduced from CAN $0.065 per common share to CAN $0.05 per common share and the interest rate is revised from 12% per annum to 15% per annum. All other terms and conditions of these convertible debentures are unchanged. The amendment is subject to approval of the TSX Venture Exchange ("TSXV").
Private Placement of Units
The Company also plans to complete a private placement of up to 3,700,000 units ("Units") at $0.05 per Unit to raise gross proceeds of $185,000. Each Unit is comprised of one common share and one-half of one share purchase warrant (each whole warrant being a "Warrant"). Each Warrant is exercisable into one common share until December 31, 2023 at an exercise price of $0.075 per common share.
The proceeds of the private placement will be used for general and administrative expenses, and working capital. All private placement securities will be restricted from trading for a period of four months plus one day from closing. The private placement is subject to the approval of the TSXV.
The Loans, related Bonus Warrants and Units (to the extent subscribed for by insiders) constitute "related party transactions" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as the Lenders include directors of the Company. The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with Loans in reliance on the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the Bonus Warrants does not exceed 25% of the Company's market capitalization.
John Wisbey, Chairman and CEO commented, "This structure is better for the Company than the convertible debentures that it replaced because the term of the majority of our debt after this refinancing is now over one year unless the Company is able to repay it early. We intend raising more capital in 2021, and this strengthens the balance sheet in a way that is desirable for both ILC's existing and future shareholders."
About International Lithium Corp.
International Lithium Corp. believes that the '20s will be the decade of battery metals, at a time that the world faces a major turning point in the energy market's dependence on oil and gas and in the governmental and public view of climate change. Our key mission in the new decade is to make money for our shareholders from lithium and battery metals while at the same time helping to create a greener, cleaner planet. This includes optimizing the value of our existing projects in Canada, Argentina and Ireland as well as finding, exploring and developing projects that have the potential to become world class lithium and rare metal deposits. In addition, we have seen the clear and growing wish by the USA and Canada to safeguard their supplies of critical battery metals, and our Canadian properties are strategic in that respect.
A key goal in the new decade is to become a well funded company to turn our aspirations into reality.
International Lithium Corp. has a significant portfolio of projects, strong management, and strong partners. Partners include Ganfeng Lithium Co. Ltd., ("Ganfeng Lithium") a leading China-based lithium product manufacturer quoted on the Shenzhen and Hong Kong stock exchanges (A share code: 002460, H share code: 1772) and Essential Metals Limited, quoted on the Australian Stock exchange.
The Company's primary strategic focus is now on the Mariana project in Argentina and on the Raleigh Lake project in Canada.
The Company has a strategic stake in the Mariana lithium-potash brine project located within the renowned South American "Lithium Belt" that is the host to the vast majority of global lithium resources, reserves and production. The Mariana project strategically encompasses an entire mineral rich evaporite basin, totalling 160 square kilometres, that ranks as one of the more prospective salars or 'salt lakes' in the region. Current ownership of the project is through a joint venture company, Litio Minera Argentina S. A., a private company registered in Argentina, now owned 88.4% by Ganfeng Lithium and 11.6% by ILC (percentages are estimates and subject to audit). In addition, ILC has an option to acquire a further 10% in the Mariana project through a back-in right.
The Raleigh Lake project, now consisting of 3,027 hectares of adjoining mineral claims in Ontario, is regarded by ILC management as ILC's most significant project in Canada. It is 100% owned by ILC, is not subject to any encumbrances, and is royalty free.
Complementing the Company's lithium brine project at Mariana and rare metal pegmatite property at Raleigh Lake, are interests in two other rare metal pegmatite properties in Ontario, Canada known as the Mavis Lake and Forgan Lake projects, and the Avalonia project in Ireland, which encompasses an extensive 50-km-long pegmatite belt.
The ownership of the Mavis Lake project is now 51% Essential Metals Limited and 49% ILC. In addition, ILC owns a 1.5% NSR on Mavis Lake. ESS has an option to earn an additional 29% by sole-funding a further CAD $8.5 million expenditures of exploration activities, at which time the ownership will be 80% ESS and 20% ILC.
The Forgan Lake project will, upon Ultra Resources Inc. meeting its contractual requirements pursuant to its agreement with ILC, become 100% owned by Ultra Resources, and ILC will retain a 1.5% NSR on Forgan Lake.
The ownership of the Avalonia project is currently 55% Ganfeng Lithium and 45% ILC. Ganfeng Lithium has an option to earn an additional 24% by either incurring CAD $10 million expenditures on exploration activities or delivering a positive feasibility study on the project, at which time the ownership will be 79% Ganfeng Lithium and 21% ILC.
With the increasing demand for high tech rechargeable batteries used in electric vehicles and electrical storage as well as portable electronics, lithium has been designated "the new oil", and is a key part of a "green tech" sustainable economy. By positioning itself with solid strategic partners and projects with significant resource potential, ILC aims to be one of the lithium and battery metals resource developers of choice for investors and to continue to build value for its shareholders in the '20s, the decade of battery metals.
On behalf of the Company,
Chairman and CEO
For further information concerning this news release please contact +1 604-449-6520
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.
Cautionary Statement Regarding Forward-Looking Information
Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information or forward-looking statements in this or other news releases may include: the effect of results of the preliminary economic assessment of the Mariana Joint Venture Project, timing of publication of the PEA technical report, anticipated production rates, the timing and/or anticipated results of drilling on the Raleigh Lake or Mavis Lake projects, the expectation of feasibility studies, lithium recoveries, modeling of capital and operating costs, results of studies utilizing membrane technology at the Mariana Project, budgeted expenditures and planned exploration work on the Avalonia Joint Venture, satisfactory completion of the sale of mineral rights at Forgan Lake, satisfactory completion of the purchase of additional mineral rights at Raleigh Lake, increased value of shareholder investments, and continued agreement between the Company and Jiangxi Ganfeng Lithium Co. Ltd. regarding the Company's percentage interest in the Mariana project. Such forward-looking information is based on a number of assumptions and subject to a variety of risks and uncertainties, including but not limited to those discussed in the sections entitled "Risks" and "Forward-Looking Statements" in the interim and annual Management's Discussion and Analysis which are available at www.sedar.com. While management believes that the assumptions made are reasonable, there can be no assurance that forward-looking statements will prove to be accurate. Should one or more of the risks, uncertainties or other factors materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking information. Forward-looking information herein, and all subsequent written and oral forward-looking information are based on expectations, estimates and opinions of management on the dates they are made that, while considered reasonable by the Company as of the time of such statements, are subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect and are expressly qualified in their entirety by this cautionary statement. Except as required by law, the Company assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/71451