– NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES –
Liberty One Lithium Corp. (“Liberty One” or the “Company“) (TSX VENTURE: LBY) (OTCQB: LRTTF) (FRANKFURT: L1T), is pleased to announce it has entered into an engagement agreement with Mackie Research Capital Corporation (the “Agent“), pursuant to which the Agent has agreed to act as agent of the Company, on a best-efforts basis, in connection with the offering of up to $5 million of units of the Company (the “Units“), at a price of $1.20 per Unit (the “Offering Price“) (the “Offering“).
Each Unit will be comprised of one common share of the Company (a “Common Share“) and one common share purchase warrant (a “Warrant“). Each Warrant will be exercisable to acquire one common share (a “Warrant Share“) for a period of 24 months following the closing date of the Offering at an exercise price of $1.50 per Warrant Share, subject to adjustment in certain events.
The Company has agreed to grant the Agent an over‐allotment option (the “Over‐Allotment Option“), exercisable in whole or in part, for a period of 30 days from the closing of the Offering to offer an additional 15% of the number of Units at the Offering Price, solely to cover over‐allotments, if any, and for market stabilization purposes.
Net proceeds from the Offering will be used primarily towards further development of the Company's Pocitos West Project in the Salta Province, Argentina and for working capital and general corporate purposes.
The Offering is in the form of a best efforts public offering (i) in each of the provinces of Canada, other than Québec, (ii) in the United States under Regulation D of the United States Securities Act of 1933, as amended (the “US Securities Act“) and in each case in compliance with the securities laws of the applicable states of the United States, and (iii) outside Canada and the United States on a basis which does not require the qualification or registration of any of the Common Shares, Warrants or Warrant Shares of the Company.
The Company will file a short form prospectus in such jurisdictions of Canada, other than Québec, as agreed by the Agent, to qualify for distribution of the Common Shares and Warrants.
Closing of the Offering is expected to occur on or about December 22, 2017 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities.
The securities being offered have not been, nor will they be, registered under the US Securities Act, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. 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.
ON BEHALF OF THE BOARD OF DIRECTORS
“/s/ Brad Nichol”
Brad Nichol President & CEO
Liberty One Lithium Corp. is an exploration company focused on the acquisition and development of high grade lithium brine deposits. The extensive Pocitos West Argentinian property is based in the heart of the well-known “Lithium Triangle” and positioned on-trend within 25 km of several lithium producers. The property is ideally situated for lithium brine production via low-cost and well-proven evaporation methods, and is adjacent to substantive infrastructure and a skilled, experienced labour force. Liberty's international team is comprised of recognized technical experts that have focused on lithium for decades. The Company is stringently managed with a critical eye on value-creative decision making, aimed at ensuring the Company is well-capitalized and consistently creating value for shareholders. Read more at: www.libertyonelithium.com/about-us/summary.
Cautionary Statement Regarding “Forward-Looking” Information
Some of the statements contained in this press release are forward-looking statements and information within the meaning of applicable securities laws. Forward-looking statements and information can be identified by the use of words such as “anticipates,” “plans,” “expects,” “intends,” “is expected,” “potential,” “suggests” or variations of such words or phrases, or statements that certain actions, events or results “may,” “could,” “should,” “would,” “might” or “will” be taken, occur or be achieved. Forwardlooking statements and information are not historical facts and are subject to a number of risks and uncertainties beyond the Company�s control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law. Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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