Global Battery Metals Announces Closing of $1,000,000 Non-Brokered Private Placement
May 8, 2023
// THIS PRESS RELEASE IS NOT INTENDED FOR RELEASE OR DISSEMINATION IN THE UNITED STATES //
May 8, 2023, Vancouver, British Columbia – Global Battery Metals Ltd. (the “Company” or “GBML”) (TSXV: GBML; OTCQB: REZZF; Frankfurt: REZ), a critical mineral exploration company focused on growth-oriented lithium and battery metal projects, is pleased to announce that, further to its news release dated April 27, 2023, it is closing its non-brokered private placement financing with the issuance of a total of 9,090,910 units (the “Units”) of the Company at a price of $0.11 per Unit for proceeds of $1,00,000.10 (the “Private Placement”).
Each Unit consists of one (1) common share in the capital of the Company (“Share”) and one (1) Share purchase warrant (“Warrant”), whereby each Warrant entitles the warrant holder to acquire one (1) additional Share at a price of $0.15 until May 11, 2025, being the date that is twenty-four (24) months from the date of issuance.
The Company plans to allocate the proceeds of the Private Placement primarily for working capital and to support the multi-stage drill program planned for the Leinster Lithium Project. No finder fees were paid in connection with the Private Placement.
All securities issuable in connection with the Private Placement are subject to a statutory four-month hold period that expires September 12, 2023. Completion of the Private Placement remains subject to receipt of applicable regulatory approvals, including final acceptance by the TSX Venture Exchange.
Certain insiders of the Company participated in the Private Placement acquiring an aggregate of 3,000,000 Units. The participation by insiders in the Private Placement constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities purchased by insiders, nor the consideration for the securities paid by such insiders, exceeds 25% of the Company's market capitalization. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Private Placement, which the Company deems reasonable in the circumstances in order to complete the Private Placement in an expeditious manner.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.
About Global Battery Metals Ltd.
GBML is an international mineral exploration and development company with a focus on metals that comprise and support the rapid evolution to battery power. GBML currently maintains economic interests in four battery metal projects: (1) an option to acquire up to a 90% in the drill-ready Leinster Lithium Property in Ireland; (2) a 100% interest in the drill-ready Lithium King Property in Utah; (3) an option to acquire up to a 100% interest in the La Poile Lithium Project in Newfoundland; and (4) a 55% stake in Peru-based Lara Copper Property, which has over 10,000 metres of drilling. As previously disclosed, Minsur S.A., a Peruvian mining company, entered into an option agreement with GBML and Lara Exploration Ltd. to acquire the Lara copper property for staged payments of USD$5.75 million. GBML will retain a 0.75% net smelter royalty. GBML's common shares are listed on the TSX Venture Exchange (TSXV: GBML); and the Frankfurt Stock Exchange (FSE: REZ).
GBML is an international mineral exploration and development company with a focus on metals that comprise and support the rapid evolution to battery power. GBML currently maintains economic interests in four battery metal projects: (1) an option to acquire up to a 90% in the drill-ready Leinster Lithium Property in Ireland; (2) a 100% interest in the drill-ready Lithium King Property in Utah; (3) an option to acquire up to a 100% interest in the La Poile Lithium Project in Newfoundland; and (4) a 55% stake in Peru-based Lara Copper Property, which has over 10,000 metres of drilling. As previously disclosed, Minsur S.A., a Peruvian mining company, entered into an option agreement with GBML and Lara Exploration Ltd. to acquire the Lara copper property for staged payments of USD$5.75 million. GBML will retain a 0.75% net smelter royalty. GBML's common shares are listed on the TSX Venture Exchange (TSXV: GBML); Frankfurt Stock Exchange (FSE: REZ); and are quoted on the OTC Markets (OTCQB: REZZF).
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.
Cautionary Statement Regarding “Forward-Looking” Information
This news release contains certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of applicable securities legislation. All statements, other than statements of historical fact, included herein, without limitation, statements relating the future operations and activities of the Company, are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events, conditions, or results “will”, “may”, “could”, or “should” occur or be achieved. Forward-looking statements in this news release relate to, among other things, closing of the Private Placement, including the receipt of required regulatory approvals, and the use of funds therefrom. 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 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 to complete proposed exploration work, the results of exploration, continued availability of capital, and changes in general economic, market and business conditions, and the receipt of any required regulatory approvals. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these items. Readers are urged to refer to the Company's reports, publicly available through the Canadian Securities Administrators' System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com for a more complete discussion of such risk factors and their potential effects. The Company does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by applicable securities laws.
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