International Lithium Closes Private Placement of Convertible Securities
November 27, 2017 (Source) — International Lithium Corp. (TSXV: ILC) (the “Company” or “ILC“) announces that it has closed the previously announced private placement of convertible securities to raise proceeds of $700,000 from a non-arms’ length party, being a significant shareholder of the Company, TNR Gold Corp. (“TNR“). The convertible securities bear interest at the rate of 15% per annum, payable January 31 of each year, and have a maturity date of January 31, 2019. The lender may convert at any time, all or a portion of the principal into common shares of the Company at a price of $0.14 per common share. The Company has the right to repay the convertible loan, at any time on the last business day of the month, upon 10 days’ notice to the lender.
The proceeds of the private placement will be used for general working capital purposes. All private placement securities will be restricted from trading for a period of four months from closing.
The issuance of private placement securities to a non-arms’ length party constitutes a related-party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). Because the Company’s shares trade only on the TSX Venture Exchange, the issuance of securities is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 and exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Section 5.7(b). The post-closing ownership in ILC by TNR, before conversion of the debenture, is 9,252,390 shares, equivalent to approximately 10.1% of the outstanding common shares of the Company. Should the convertible debenture held by TNR be exercised, its holdings would be 14,252,390 shares, equivalent to approximately 14.8% of the issued common shares. The Company did not file a material change report 21 days prior to the closing of the private placement as the details of the participation of insiders of the Company had not been confirmed at that time.
On behalf of the Board of Directors,
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.
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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 news release include: the timing and anticipated results of environmental impact studies and pump tests, timing of preliminary economic studies on the Mariana project, the expectation of feasibility studies, lithium recoveries, modelling of capital and operating costs, and the Company’s continued 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.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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