TORONTO, July 19, 2024 /CNW/ - Full Circle Lithium Corp. ("FCL" or the "Company") (TSXV: FCLI) (OTCQB: FCLIF), a USA-based lithium products manufacturer, announces the close a non-brokered private placement financing (the "Offering") for aggregate gross proceeds of $1,578,000. It is expected that the proceeds from the financing will be used for advancing the commercialization and development of the Company's proprietary lithium battery fire-fighting agent, FCL-X™ which is uniquely formulated to neutralize the causes of lithium-ion battery fires, and for general working capital purposes.
The Offering has resulted in the issuance of 6,312,000 units of the Company (the "Units") at a price of $0.25 per Unit. Each Unit is comprised of one common share of the Company and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one additional common share of the Company (each, a "Warrant Share") at an exercise price of $0.35 per Warrant Share for a period of twenty-four months following the closing date of the Offering.
Certain insiders of the Company (collectively, the "Insiders") subscribed to the Offering for an aggregate of 1,177,000 Units. This issuance of Units to the Insiders constitutes a "related party transaction" as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on an exemption from the formal valuation and minority shareholder approval requirements provided under MI 61-101 pursuant to section 5.5(a) and section 5.7(a) of MI 61-101, on the basis that the participation in the Offering by Insiders does not exceed 25% of the fair market value of the Company's market capitalization.
In conjunction with the Offering, the Company paid cash finder's fees of approximately $99,634 and issued 398,535 finder warrants (the "Finder Warrants") to certain arm's length finders. Each Finder Warrant will entitle the holder to purchase one Unit at a price of $0.25 for a period of twenty-four months following the closing date of the Offering. PowerOne Capital Markets Limited acted as a finder in connection with a portion of the Offering.
The securities offered 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 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 jurisdiction in which such offer, solicitation, or sale would be unlawful.
About Full Circle Lithium Corp.
Situated in the epicenter of the largest EV buildout in North America, FCL's fully permitted lithium products manufacturing plant in the state of Georgia, USA combined with a complement of seasoned lithium experts, makes FCL a unique processor and manufacturer of lithium products. FCL is focused on lithium and battery materials reintegration to meet the demand for crucial battery-grade raw materials, utilizing proprietary technology and know-how. Following on the Company's mantra of the "home of lithium science", FCL has also developed an innovative battery fire-extinguishing agent (FCL-X™) to address the increasing number of difficult to extinguish and hazardous lithium battery-based fires. Additional information regarding FCL is available on SEDAR at www.sedar.com under the Company's profile and its website www.fullcirclelithium.com
Cautionary Statement
Neither TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking statements within the meaning of securities legislation in the Canada and which are based on the expectations, estimates and projections of management of the parties as of the date of this news release unless otherwise stated. Forward-looking statements are generally identifiable by use of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "could", "believe", "plans", "intends" or the negative of these words or other variations on these words or comparable terminology. More particularly, and without limitation, this news release contains forward-looking statements and information concerning expectations on the viability, effectiveness, safety and any potential production and additional commercialization related to the battery fire extinguishing agent which is at an early stage of development and commercialization (which is very difficult for a start-up venture like FCL as there are much larger and better capitalized established companies that can potentially quickly enter the lithium-ion battery fire-fighting market and create strong competition against FCL), on receiving patent protection for this fire-extinguishing agent and related inventions and processes, the ability of FCL, a start-up venture, to successfully commercialize its fire-extinguishing agent including ramping-up production of the agent to meet potential demand, continue raising capital, upgrading and refurbishing its plant, and sourcing feedstock for its lines of business. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the uncertainties and risk factors related to the technical elements in a processing and refining business, loss of key technical and other staff, lithium price fluctuations, the battery fire-extinguishing agent functioning as expected to meet safety requirements and fire-fighting related government regulations and potential client product specifications, and applicable environmental requirements and issues – see additional risks described in FCL's public filings. Actual results, developments and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. FCL disclaims any intent or obligation to update publicly such forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law. Additionally, FCL undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of FCL, its financial or operating results or its securities.
