/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./
TORONTO, Nov. 22, 2024 /CNW/ - Lithium Energi Exploration Inc. (TSXV: LEXI) (the "Company" or "LEXI") is pleased to announce, further to its news release dated July 18, 2024, and August 28, 2024, it has closed the second and final tranche (the "Second Tranche") of its non-brokered private placement (the "Offering") of units of the company ("Units") for gross proceeds of C$3,362,405.75. Upon closing of the Second Tranche, an aggregate of 82,248,115 Units were issued under the Offering for aggregate gross proceeds of C$4,112,405.75.
Each Unit consists of one common share of the Company (a "Common Share") and one full Common Share purchase warrant (a "Warrant") with each Warrant entitling the holder to acquire an additional Common Share at an exercise price of C$0.055 for a period of 60 months from the date of issuance. All securities issued in connection with the Offering will be subject to a four-month-and-one-day statutory hold period.
The net proceeds of the Offering are expected to be used for working capital and general corporate purposes.
Credit Agreement Amendment
As a condition for closing the Second Tranche, the Company has entered into an amendment (the "Amendment"), for no additional cash proceeds, to the pre-existing credit facility dated February 1, 2023, as amended on May 19, 2023, with Arena Investors, LP ("Arena") to, among other things, provide Arena the right, subject to shareholder approval, to convert or partially convert any principal and interest amounts relating to the Credit Facility and remove the ability of LEXI to prepay, in whole or in part, the principal and any interest thereon. Subject to the minimum pricing permitted by the policies of the TSX Venture Exchange (the "TSXV"), the conversion price under the Amendment shall be the market price of the Company's common shares determined in accordance with the policies of the TSXV, provided that such price may not be less than C$0.055 per common share or such other minimum allowable price pursuant to the policies of the TSXV.
MI 61-101 and TSX-V Disclosure
The Offering and the Amendment are considered related party transactions within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying upon the exemption from the formal valuation requirements of MI 61-101 pursuant to section 5.5(b) of MI 61-101 for both the Offering and the Amendment. The Company is relying upon the exemption from minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(e) for the Offering and will be seeking minority shareholder approval for the Amendment at the next annual general and special meeting of the shareholders.
Early Warning Disclosure
Arena Investors, LP ("Arena"), an asset management firm, acquired 67,248,115 Common Shares and 67,248,115 Warrants in the Second Tranche at a price of $0.05 per Unit for aggregate gross consideration of $3,362,405.75. Arena acquired the Common Shares and Warrants through certain investment funds managed by it, including Arena Origination Co., LLC, Arena Special Opportunities Fund, LP, Arena Special Opportunities Partners II, LP, Arena Special Opportunities Partners I, LP, Arena Special Opportunities Partners (Cayman Master) I, LP, Arena Special Opportunities Partners (Cayman Master) II, LP, Arena Finance Markets, LP and Arena Special Opportunities (Offshore) Master, LP (collectively, the "Funds").
Immediately prior to the completion of the Second Tranche, Arena owned, controlled or directed an aggregate of 47,367,217 Common Shares and 52,068,838 Warrants, representing approximately 28.3% of the issued and outstanding Common Shares on a non-diluted basis, and 45.3% of the issued and outstanding Common Shares, calculated on a partially-diluted basis (assuming the exercise of all Warrants under Arena's control or direction). Immediately following closing of the Second Tranche, Arena, through the Funds, exercised control and direction over an aggregate of 114,615,332 Common Shares and 119,316,953 Warrants, representing approximately 48.3% of the issued and outstanding Common Shares on a non-diluted basis, and approximately 65.6% of the issued and outstanding Common Shares calculated on a partially-diluted basis (assuming the exercise of all Warrants under Arena's control or direction).
This press release and Arena's corresponding early warning report (the "Early Warning Report"),which is expected to be filed on SEDAR+ in the near term, constitutes the required disclosure pursuant to section 5.2 of National Instrument 62-104 - Take-Over Bids and Issuer Bids ("NI 62- 104"). The requirement to file an Early Warning Report was triggered because the acquisition by Arena (through the Funds) of the Common Shares and Warrants in the Second Tranche of the Offering resulted in Arena's beneficial ownership of the Common Shares increasing by greater than 2% as compared to the early warning report last filed by Arena. The securities acquired by Arena' in the Second Tranche of the Offering are being acquired by Arena for investment purposes and it may further purchase, hold, vote, trade, dispose or otherwise deal in the securities of the Company, in such manner as it deems advisable to benefit from changes in market prices of the Company's securities, publicly disclosed changes in the operations of the Company, its business strategy or prospects, or from a material transaction of the Company. In the future, it may discuss with management and/or the board of directors of the Company any of the transactions listed in clauses (a) to (k) of item 5 of Form 62-103F1 of National Instrument 62-103 – The Early Warning System and Related Take-over Bid and Insider Reporting Issues ("NI 62-103").
The Early Warning Report that will be filed on SEDAR+ in respect of the Second Tranche of the Offering will satisfy the requirement of section 5.2 of NI 62-104 to have the Early Warning Report filed by an acquiror, in this case by Arena, with the securities regulatory authorities in each of the jurisdictions in which the Company is a reporting issuer and which contains the information required by section 3.1 of NI 62-103, which includes the information required by Form 62-103F1.
A copy of the Early Warning Report filed by Arena in connection with the Second Tranche will be available under the Company's profile on the SEDAR+ website at www.sedarplus.ca.
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 Lithium Energi Exploration Inc. Lithium Energi Exploration Inc. is an exploration company focused on the acquisition, exploration, and development of lithium brine assets in Argentina. Headquartered in Toronto, Ontario, with offices in Catamarca, Argentina, the Company's shares are listed on the TSX Venture Exchange (TSXV: LEXI), the Frankfurt Exchange (FSE: L09) and the U.S. OTC markets (OTC:LXENF). LEXI's portfolio of prospective lithium brine concessions in the Argentina Province of Catamarca (heart of the lithium triangle) includes approximately 57,000 hectares and a 20% interest in Triangle Lithium Argentina, S.A., which owns an additional 15,000 hectares - all located in and around the Antofalla Salar, one of the largest basins in the region, which is over 130 km long and up to 20 km across and the Hombre Muerto Salar, Argentina's long-producing lithium basin. LEXI is committed to innovation, sustainability, and quality, striving to differentiate itself from other players in the industry to maximize its potential for success. For more information, please visit our website at lithiumenergi.com.
For more information about Lithium Energi Exploration Inc., please view the Company's filings at www.SEDAR.com.
ON BEHALF OF THE BOARD OF DIRECTORS
"Ali Rahman"
Ali Rahman, Chief Executive Officer and Director
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.
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") withinthe meaningofthe applicableCanadian securitieslegislation.Allstatements,otherthanstatements ofhistoricalfact, including the use of proceeds from the Offering and receiving shareholder approval of the Amendment, areforward- looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements ofhistoricalfactand maybeforward-looking statements.
These forward-looking statements are basedonreasonable assumptionsandestimatesofmanagement ofthe Companyatthe time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: the absence of material changes with respect to the Company and its businesses; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in currency markets (such as the Canadian dollar to United States dollar exchange rate);changeinnational and local government,legislation,taxation,controls,regulationsandpoliticaloreconomic developments; the receipt of all requisite approvals.Althoughtheforward-lookingstatementscontainedinthisnews releasearebasedupon whatmanagementoftheCompany believes, or believed at the time, to be reasonable assumptions, the Company cannot assure its shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended.
Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as requiredbylaw,theCompany assumesnoobligationtoupdatetheforward-looking statementsofbeliefs,opinions,projections,orother factors,shouldtheychange,exceptasrequired bylaw.
