Toronto, Ontario–(Newsfile Corp. – August 24, 2023) – IberAmerican Lithium Inc. (“IberAmerican“) and 1317198 B.C. Ltd. (“131” or the “Company“) are pleased to announce that IberAmerican has closed a brokered and non-brokered private placement offering of securities (together, the “Offering“) consisting of an aggregate of 36,450,488 subscription receipts (the “IberAmerican Subscription Receipts“) at a price of $0.25 per IberAmerican Subscription Receipt (the “Issue Price“). Each IberAmerican Subscription Receipt will automatically convert, immediately prior to the effective time of the amalgamation to be completed in connection with the Proposed Transaction (defined below), into one unit of IberAmerican (each an “IberAmerican Unit“), comprised of one common share of IberAmerican and one-half of one warrant of IberAmerican.
The brokered portion of the Offering (the “Brokered Offering“) was conducted by PowerOne Capital Markets Limited and Canaccord Genuity Corp. (together, the “Agents“).
The Offering was undertaken in connection with the previously announced business combination between IberAmerican and 131, pursuant to which it is proposed that 131 will acquire all of the issued and outstanding securities of IberAmerican by way of a three-cornered amalgamation involving 1000513020 Ontario Inc., a wholly-owned subsidiary of 131 (“Subco“) incorporated under the laws of the Province of Ontario, with such acquisition (the “Proposed Transaction“) constituting a reverse take-over of 131. 131 as the resulting issuer following the completion of the Proposed Transaction (the “Resulting Issuer“) will continue the business of IberAmerican. It is anticipated that the common shares of the Resulting Issuer will be listed for trading on the Neo Exchange Inc. (operating as Cboe Canada) (the “Exchange“), which listing has been conditionally approved, subject to fulfillment all of the Exchange’s listing conditions. 131 and IberAmerican have not yet received final listing approval and there can be no assurances that such approval will be obtained, or that the Proposed Transaction will be completed as proposed or at all.
In consideration for their services in connection with the Brokered Offering, the Agents received a commission in the amount of $459,669 (the “Commission“) and an aggregate of 1,838,676 compensation options (the “Compensation Options“). Each Compensation Option entitles the holder thereof to acquire one IberAmerican Unit at an exercise price equal to the Issue Price for a period of 36 months following the date on which the escrow release conditions for the Proposed Transaction are met or waived. For further information regarding the escrow release conditions applicable to the Proposed Transaction please see 131’s press release dated June 12, 2023.
IberAmerican intends to use the net proceeds of the Offering for operating costs, to carry out the recommended work program set forth in the Technical Report for the Alberta II Lithium and Rare Metals Deposit, Ourense Province, Galicia Spain and for general working capital purposes. The net proceeds from the Offering, less 50% of the Commission and certain expenses incurred in connection with the Offering (the “Escrowed Funds“) have been deposited in escrow pursuant to the terms of a subscription receipt agreement with Odyssey Trust Company. Upon satisfaction of the escrow release conditions, Odyssey Trust Company will release the Escrowed Funds to the Agents and IberAmerican.
Other Information Relating to the Proposed Transaction
Additional information concerning the Proposed Transaction, 131 and IberAmerican is contained in the 131’s news release dated June 12, 2023 and will be provided in the filing statement to be filed by 131 and IberAmerican in connection with the Proposed Transaction, which will be available under 131’s SEDAR profile at www.sedarplus.com.
IberAmerican Lithium Inc.
IberAmerican is a private company incorporated under the Business Corporations Act (Ontario) on December 19, 2022. IberAmerican carries on the business of the acquisition, exploration and development of resource properties. IberAmerican entered into an option purchase agreement with Strategic Minerals Europe Corp. and Strategic Minerals Spain, S.L.U. dated effective December 28, 2022 whereby IberAmerican acquired a 70% interest in two contiguous mineral permits located in the region of Galicia, Spain.
About the Company and 1000513020 Ontario Inc.
The Company was incorporated under the Business Corporations Act (British Columbia) on July 27, 2021. The Company is a reporting issuer under the securities laws of the jurisdictions of Alberta and British Columbia. None of its securities, are listed or posted for trading on any stock exchange and no public market exists for any securities of the Company. Additional information on the Company can be found by reviewing its profile on SEDAR.
Subco is a private company incorporated under the Business Corporations Act (Ontario) on April 24, 2023, for the purpose of completing the Proposed Transaction.
For more information, please contact:
1317198 B.C. Ltd.
Chief Executive Officer, Chief Financial Officer, Director
IberAmerican Lithium Inc.
Chief Executive Officer
Certain statements and information contained herein may constitute “forward-looking statements” and “forward-looking information,” respectively, under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as, “expect”, “anticipate”, “continue”, “estimate”, “may”, “will”, “should”, “believe”, “intends”, “forecast”, “plans”, “guidance” and similar expressions are intended to identify forward-looking statements or information. The forward-looking statements are not historical facts but reflect the current expectations of management of the Company regarding future results or events and are based on information currently available to them. Certain material factors and assumptions were applied in providing these forward-looking statements. The forward-looking statements discussed in this press release may include, but are not limited to, information concerning the completion of the Proposed Transaction and the approval of the Exchange. Forward-looking statements regarding the Company are based on the Company’s estimates and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including capital expenditures and other costs. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.