Mr. Morgan Tincher of Liberty One reports
LIBERTY ONE ANNOUNCES DEFINITIVE AGREEMENT FOR OPTION TO ACQUIRE UP TO AN 80% INTEREST IN POCITOS WEST PROJECT,
$1,000,000 PRIVATE PLACEMENT OF UNITS AND
IR CONSULTANT AND GRANT OF STOCK OPTIONS
Liberty One Lithium Corp. has entered into a mineral property option agreement dated May 19, 2017, with Millennial Lithium Corp. to acquire up to an 80-per-cent interest in the Pocitos West project consisting of 15,857 hectares (39,183 acres) of prospective lithium brine exploitation concessions on the Pocitas salar in Salta province, Argentina.
As consideration for grant of the option and pursuant to the terms of the option agreement, the company will pay Millennial aggregate cash consideration of $5.5-million (U.S.) and incur an aggregate of $1-million of staged expenditures to earn a 70-per-cent interest in the property.
CONSIDERATION FOR 70-PER-CENT INTEREST
Date Cash consideration Work obligation
On execution of option agreement $17,500 (U.S.) Nil
On the closing date $582,500 (U.S.) Nil
On or before 13 months from closing date $600,000 (U.S.) Nil
On or before 18 months from closing date $600,000 (U.S.) Nil
On or before 24 months from closing date $600,000 (U.S.) $500,000
On or before 30 months from closing date $600,000 (U.S.) Nil
On or before 36 months from closing date $2,500,000 (U.S.) $500,000
The company will earn a further 10-per-cent interest in the property if it completes a bankable commercial feasibility study on the property within 42 months of the closing of the transaction.
The property is located 160 kilometres from Salta, and approximately 40 kilometres due west of Millennial's flagship Pastos Grandes project. The property is directly accessible by Salta Provincial Highway 17 and close to other high-quality regional and site infrastructure, including local labour, rail and power generation. The property is adjacent to ground recently acquired by Pure Energy Minerals Ltd. and is strategically located in close proximity to known lithium resources, including the Rincon project located 32 km to the north and the Sal De Vida project 90 km to the south.
The transaction is subject to certain closing conditions, including the approval of the TSX Venture Exchange. There can be no assurance that the transaction will close as proposed or at all.
The company is also pleased to announce a non-brokered private placement of up to two million units at a price of 50 cents per unit for proceeds of up to $1-million. Each unit consists of one common share in the capital of the company and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to purchase one additional share at a price of 75 cents per share for a period of 12 months from the date of issuance.
The company may pay a finder's fee on the offering within the amount permitted by the policies of the TSX-V.
Closing of the offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the TSX-V. All securities issued in connection with the offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. The offering is not subject to a minimum aggregate amount of subscriptions.
The company will use the proceeds to partially finance the transaction and for general working capital.
Investor relations consultant and grant of stock options
The company is further pleased to announce that it has engaged First Marketing GmbH to provide investor relations services pursuant to an investor relations consulting agreement dated May 19, 2017.
Pursuant to the terms of the consulting agreement, the company will pay First Marketing a fee of 50,000 euros plus applicable taxes and will grant stock options to acquire up to 300,000 shares at an exercise price of 55 cents per share. Twenty-five per cent of the options vest immediately upon grant, while an additional 25 per cent will vest at the end of each six-month period such that all options will have vested 18 months from the date of grant. The options are exercisable for a period of five years from the date of grant.
Services under the consulting agreement will be provided by Tobias Uebele. Mr. Uebele does not currently hold any shares of the company and has no other direct or indirect interests in the company.
First Marketing is a full-service investor relations firm headquartered in Heidelberg, Germany, that assists small-cap public companies with marketing awareness campaigns focused at the investment community. First Marketing will assist Liberty One with enhancing awareness and increasing exposure in the German-speaking financial community primarily in Germany, Switzerland and Austria.
The consulting agreement and the grant of options are subject to the approval of the TSX Venture Exchange.
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