Battery Mineral Resources Corp. Extends Closing Date on its Announced Offering of up to US$6M in Unsecured Convertible Debentures
Vancouver, British Columbia
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December 19, 2023 01:22 PM Eastern Standard Time
Battery Mineral Resources Corp. (TSXV: BMR) (OTCQB: BTRMF) (“Battery” or “BMR” or the “Company”) is pleased to announce an extension to the final closing date of its private placement (the “Private Placement”) of up to US$6,000,000 in senior unsecured convertible debentures (the “Debentures”), which was previously announced on October 17, 2023.
The TSX Venture Exchange (the “TSXV”) has approved an extension to the Private Placement to January 12, 2024. The proceeds from the Debentures will be applied towards working capital and the restart of copper concentrate production at its Punitaqui copper project in Chile (the “Restart”). Operational readiness activities continue as per schedule with the aim of full operational commissioning of the copper processing plant in March 2024 and plant start-up in April 2024. These activities include personnel recruitment, mining equipment deliveries, underground mine rehabilitation and copper processing plant repairs and upgrades.
The Company continues to progress towards securing the balance of the capital required for the Restart and, to date, has successfully raised US$3,285,000 (C$4,563,377) in Debentures. The Company estimates the total capital required for the Restart to be approximately US$13 million (approximately C$17.8 million) (prior to corporate costs and other asset holding costs and inclusive of amounts to be raised in the Private Placement). The Company looks forward to providing additional updates to the market in the coming weeks as we move Punitaqui back into sustainable, profitable production for all stakeholders.
Offering Terms (as previously disclosed)
The Debentures will mature on September 30, 2026 (the “Maturity Date”) and will bear interest at 10% per annum, compounding annually on September 30 of each year, not in advance. Interest accrued from the date of issuance up to and including March 30, 2025, will be paid by way of issuance of common shares of the Company. Interest accrued following March 30, 2025, will be, at the option of the holder, paid either in cash or by way of issuance of common shares of the Company. The issuance of common shares as payment of interest will be at the then current market price of the Company’s common shares at the date the interest becomes payable and will be subject to the prior acceptance of the TSXV and applicable securities laws.
The holder of a Debenture may, at their option, at any time from March 31, 2024, and prior to the close of business on the business day immediately preceding the Maturity Date, convert all, but not less than all, of the principal amount of such Debenture into common shares of the Company at the conversion price of US$0.22 per share (approximately C$0.30 per share).
All Debentures issued in the Private Placement are subject to a four month hold period under applicable Canadian securities laws and under the policies of the TSXV. The Private Placement is subject to final approval by the TSXV.
Exchange Rates
All USD amounts for which CAD equivalent amounts are given in this news release were calculated at CAD/USD exchange rate of 1.3871, the exchange rate published by the Bank of Canada on October 31, 2023.
MI 61-101 Matters
Weston Energy LLC and Weston Energy II LLC are “related parties” to BMR pursuant to pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). Prior to giving effect to the transactions disclosed in this news release and in the refinancing transactions disclosed in the Company’s press release dated October 17, 2023, Weston Energy LLC and Weston Energy II LLC and its affiliates owned or controlled (directly or indirectly) 107,578,740 BMR Common Shares on an undiluted basis and 122,491,305 BMR Common Shares assuming the conversion of all the Company’s previously outstanding secured convertible debentures (representing approximately 60.60% and 63.31%, respectively, of the outstanding BMR Common Shares).
Disclaimers
The Debentures (including any issued in future closings) will be sold in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and will be sold only to persons reasonably believed to be accredited investors in the United States under Rule 506 under the Securities Act and outside the United States only to non-U.S. persons in accordance with Regulation S under the Securities Act.
The Debentures and the shares of common stock issuable upon conversion of the Debentures, if any, have not been and will not be registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements of the Securities Act and applicable state securities laws.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Debentures or any shares of common stock potentially issuable upon conversion of the Debentures nor shall there be any sale of Debentures (or shares issuable upon conversion thereof) in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
There can be no assurance that any future offerings of Debentures will be completed.
About Battery Mineral Resources Corp.
Battery Mineral Resources is a battery minerals company providing shareholders exposure to the global mega-trend of electrification while being focused on growth through cash-flow, exploration, and acquisitions in favourable mining jurisdictions. Battery Mineral’s mission is the discovery, acquisition, and development of battery metals (namely cobalt, lithium, graphite, and copper), in North America, South America and South Korea and to become a premier and responsible supplier of battery minerals to the electrification marketplace. BMR is currently pursuing a near-term resumption of operations of the Punitaqui Mining Complex, a past copper-gold-silver producer, in the Coquimbo region of Chile. BMR is the largest mineral claim holder in the historic Gowganda Cobalt-Silver Camp in Ontario, Canada, and continues to pursue a focused program to build on the recently announced, +1-million-pound high-grade cobalt resource at McAra. In addition, Battery Mineral owns 100% of ESI Energy Services, Inc. (including ESI’s wholly owned USA operating subsidiary, Ozzie’s, Inc.), a profitable mainline pipeline and renewable energy equipment rental and sales company with operations in Alberta, Canada and Arizona, USA. Battery Mineral Resources is based in Canada and its shares are listed on the Toronto Venture Exchange under the symbol “BMR” and on the OTCQB under the symbol “BTRMF”. Further information about BMR and its projects can be found on www.bmrcorp.com.
About Battery Mineral Resources Corp.
Forward Looking Statements:
This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections of the Company on the date the statements are made and are 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 uncertainties and contingencies. Many factors, both known and unknown, could cause actual 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 and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, the ability of the Company to obtain sufficient financing to complete exploration and development activities, the ability of the Company to secure the Advances under the Loan Agreement, timing of the completion of the Company’s audit, risks related to share price and market conditions, the inherent risks involved in the mining, exploration and development of mineral properties, the ability of the Company to meet its anticipated development schedule, government regulation and fluctuating metal prices. Accordingly, readers should not place undue reliance on forward-looking statements. Battery undertakes no obligation to update publicly or otherwise revise any forward-looking statements contained herein, whether as a result of new information or future events or otherwise, except as may be required by law.
Contact Details
Martin Kostuik, CEO
+1 604-229-3830
Corporate Communications IBN (InvestorBrandNetwork)
+1 310-299-1717
editor@investorbrandnetwork.com
Company Website
