/NOT FOR RELEASE TO
Highlights
- Patriot is capitalizing on the current advantageous flow through financing conditions by executing a private placement at
$14.54 per share forC$75m at a 51% premium to the Company's last traded price on the TSX as ofMay 17, 2024 . - The Company is acting decisively due to recent measures announced in the 2024 Canadian Federal budget, which are to take effect on
June 25 2024 , and are expected to reduce future Flow-Through premiums to exploration companies. - The Placement received strong demand from existing and new institutional, professional and sophisticated investors. Existing substantial investors also maintained their pro-rata in the placement, which included committing to a four month hold on its new securities.
- Placement results in issuance of common shares as well as CDIs which will further increase liquidity on the ASX.
- Proceeds from the flow through capital raise will be used exclusively on exploration at the
Corvette Lithium Project for the periodJune 2024 toDecember 2025 - Updated mineral resource for CV5 targeted for late Q3 2024.
Patriot Managing Director,
The Flow-Through Offering will be facilitated by
The Company intends to use the gross proceeds from the sale of the Flow-Through Shares to incur exploration expenses that are eligible "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures" as such terms are defined in the Income Tax Act (
The closing of the Flow-Through Offering is subject to certain conditions including, but not limited to, approval of the TSX and receipt of all required regulatory and other approvals. Shareholder approval is not required to complete the Flow-Through Offering.
On completion of the Flow-Through Offering, 4.61 million of the Flow-Through Shares will be converted to approximately 46.1 million Chess Depositary Interests ("CDIs") on the basis of 10 CDIs for each share. Pursuant to a block trade agreement among PearTree and the Joint Lead Managers (the "Block Trade Agreement"), the Joint Lead Managers will facilitate the secondary sale of the CDIs to select institutional investors by way of a block trade at
In addition, pursuant to the Block Trade Agreement the Canadian Agents will facilitate the secondary sale of the remaining Flow-Through Shares that are not converted to CDIs to select institutional investors by way of a block trade at
The allotment of the Flow-Through Shares will fall within the Company's 15% placement capacity under ASX Listing Rule 7.1. A prospectus under section 713 of the Corporations Act 2001 (Cth) will be issued in connection with the Flow-Through Offering to facilitate secondary trading of the CDIs issued on account of the Flow-Through Shares. Settlement of the Flow-Through Offering is expected to occur on
The Flow-Through Shares will be listed on the TSX, and Flow-Through Shares that are not converted to CDIs and are sold pursuant to the Shares Block Trade will be subject to a four (4) month statutory hold period.
Participants in the CDI Block Trade are unable to convert their CDIs into common shares of the Company for the purpose of trading such shares in
The term "flow-through share" is a defined term in the Act and is not a distinct type of share under corporate law. In this case, the Flow-Through Shares refer to common shares that will be issued by the Company to investors under a written agreement with the investors whereby the Company agrees to incur certain Qualifying Expenses, and to renounce such expenses to the investors. If the Company and the investors comply with the rules of the Act, the investors will be entitled to deduct their proportionate share of the amount renounced in computing their income for Canadian income tax purposes and
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in
1 The CV5 mineral resource estimate (109.2 Mt at 1.42% Li2O and 160 ppm Ta2O5 inferred) is reported at a cut-off grade of 0.40% Li2O with an effective date of
For further information, please contact us at info@patriotbatterymetals.com or by calling +1 (604) 279-8709, or visit www.patriotbatterymetals.com. Please also refer to the Company's continuous disclosure filings, available under its profile at www.sedarplus.ca and www.asx.com.au, for available exploration data.
This news release has been approved by the Board of Directors.
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Disclaimer for Forward-looking Information
This news release contains "forward-looking information" or "forward-looking statements" within the meaning of applicable securities laws and other statements that are not historical facts. Forward-looking statements are included to provide information about management's current expectations and plans that allows investors and others to have a better understanding of the Company's business plans and financial performance and condition.
All statements, other than statements of historical fact included in this news release, regarding the Company's strategy, future operations, financial position, prospects, plans and objectives of management are forward-looking statements that involve risks and uncertainties. Forward-looking statements are typically identified by words such as "plan", "expect", "estimate", "intend", "anticipate", "believe", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. In particular and without limitation, this news release contains forward-looking statements pertaining to the Flow-Through Offering, including the approval by the TSX, the closing of the Flow-Through Offering, the conversion of the Flow-Through Shares into CDIs, the sales pursuant to the CDI Block Trade and the sales pursuant to the Shares Block Trade, and the use of proceeds.
Forward-looking information is based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such information or statements. There can be no assurance that such information or statements will prove to be accurate.
Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. Forward-looking statements are also subject to risks and uncertainties facing the Company's business, any of which could have a material adverse effect on the Company's business, financial condition, results of operations and growth prospects. Some of the risks the Company faces and the uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements include, among others, the ability to execute on plans relating to the
Although the Company believes its expectations are based upon reasonable assumptions and has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. As such, these risks are not exhaustive; however, they should be considered carefully. If any of these risks or uncertainties materialize, actual results may vary materially from those anticipated in the forward-looking statements found herein. Due to the risks, uncertainties and assumptions inherent in forward-looking statements, readers should not place undue reliance on forward-looking statements.
Forward-looking statements contained herein are presented for the purpose of assisting investors in understanding the Company's business plans, financial performance and condition and may not be appropriate for other purposes.
No securities regulatory authority or stock exchange has reviewed nor accepts responsibility for the adequacy or accuracy of the content of this news release.
The forward-looking statements contained herein are made only as of the date hereof. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law. The Company qualifies all of its forward-looking statements by these cautionary statements.
Competent Person Statement (ASX Listing Rule 5.22)
The mineral resource estimate in this release was reported by the Company in accordance with ASX Listing Rule 5.8 on
SOURCE
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