Battery Mineral Resources Corp. Announces Additional Financing

In This Article:

Vancouver, British Columbia--(Newsfile Corp. - October 15, 2024) - Battery Mineral Resources Corp. (TSXV: BMR) (OTCQB: BTRMF) ("Battery" or "BMR" or the "Company") is pleased to announce that, (a) on September 25, 2024, the Company was advanced a loan in the amount of US$567,000.00 (approximately C$779,851.80) by Lazaros Nikeas ("Nikeas" and the "Nikeas Loan"), a director of the Company; and (b) on October 9, 2024, Minera BMR Spa (the Chilean subsidiary of the Company), was advanced a loan in the amount of US$2,500,000.00 (approximately C$3,438,500.00) by Weston Energy III, LLC ("Weston III" and the "Weston III Loan"), an investment entity controlled by Yorktown Partners LLC (collectively, the "Loans").

Max Satel, Battery's CFO stated, "These additional funds will further enhance Battery's ability to ramp up copper concentrate production and to further optimize operations at our Punitaqui Mining Complex, as we continue our mission of building a mid-tier copper producer."

The Weston III Loan matures on December 5, 2024 and accrues interest at a rate per annum equal to eight percent (8%). The Weston III Loan is unsecured. The proceeds from the Weston III Loan will be applied towards the operations at the Company's Punitaqui copper project in Chile, for general corporate purposes, and were also applied to repay the Nikeas Loan in full.

No bonus securities were issued for either of the Loans. The Loans are subject to acceptance by the TSX Venture Exchange.

Exchange Rates

All USD amounts for which CAD equivalent amounts are given in this news release were calculated at CAD/USD exchange rate of 1.3754, the exchange rate published by the Bank of Canada on October 10, 2024.

MI 61-101 Matters

Weston III and Nikeas are each a "related party" 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, Weston III and its affiliates own or control (directly or indirectly) 107,578,740 BMR Common Shares on an undiluted basis and 193,011,575 BMR Common Shares on a diluted basis assuming conversion of all outstanding debentures (representing approximately 59.43% and 70.99% of the outstanding BMR Common Shares on an undiluted and diluted basis, respectively). Nikeas is a director of BMR.

The Loans each constitute a "related party transaction" for the purposes of MI 61-101. Each Loan is exempt from the formal valuation requirements of MI 61-101 as BMR is not listed on a specified market that would require compliance with such formal valuation requirements (as set forth in Section 5.5(b) of MI 61-101). The Loans are further exempt from the minority shareholder approval requirements of MI 61-101 under Section 5.7(1)(j) by virtue of each Loan being on reasonable commercial terms not less advantageous than would be obtained from a third party lender and, in the case of the Nikeas Loan, under Section 5.7(1)(a) by virtue of the amount of the Loan being not more than 25% of the market capitalization of the Company.