NRG Metals Inc. Announces Share Consolidation Private Placement Cancellation of Options and Return to Treasury
March 11, 2019 / Vancouver, BC / NRG Metals Inc. (“NRG” or the “Company”) (TSX-V: NGZ) (OTCQB: NRGMF) (Frankfurt: OGPN) announces that, in order to continue to fund ongoing operations, including the completion of a Preliminary Economic Assessment (“PEA”) of the Hombre Muerto North Lithium Project (the “HMN Project”), the Company proposes to complete a consolidation (the “Consolidation”) and concurrent private placement (the “Private Placement”). Management of the Company believes that given current market conditions, the Consolidation will enhance the competitiveness of the Company within the financial community.
The Consolidation is on the basis of one (1) new common share (each a “Share”) for every four (4) old Shares held and will result in the Company having 34,442,500 Shares issued and outstanding, before closing of the Private Placement. A new CUSIP and ISIN number will be issued. Registered shareholders of the Company will receive a letter of transmittal from the Company’s transfer agent with instructions for exchanging their pre-consolidation shares. Shareholders who hold their shares through a broker or other intermediary will not need to complete a letter of transmittal. The Company will not issue any fractional Shares as a result of the Consolidation, but will round up or down to the nearest whole Share. In addition, all outstanding stock options of the Company will be cancelled. All existing warrants of the Company will be reduced by a factor of four, with the exercise price increased by a factor of four, and all other warrant terms remaining the same. Any Shares payable under an acquisition agreement will be reduced by a factor of four.
Concurrent with the Consolidation, the Company announces the proposed Private Placement of up to twenty-five million units at a price of CDN$0.20 per unit for gross proceeds of up to CDN $5,000,000. Each unit will be comprised of one Share and one transferable common share purchase warrant. Each warrant will allow the holder to purchase one Share of the Company at a price of CDN$0.30 for a period of three years from closing. The Private Placement will be open to all existing shareholders of the Company and interested parties who can rely upon an exemption from the registration and prospectus requirements of applicable securities laws to participate. Proceeds from the Private Placement will be used as follows:
Upon completion of the Private Placement, the Company expects to complete the PEA on the HMN Project, which is being conducted by Knight Piésold Consulting (“KP”) and JDS Energy & Mining (“JDS”). The HMN Project is strategically located in the Hombre Muerto Salar, an area of active lithium production by FMC at the Fenix lithium mine, some 12 kilometers south of the project area. The project is surrounded by ground now owned by POSCO, a Korean based lithium producer, as a result of its US$280 million purchase of the area from Galaxy Resources Ltd., an Australian-based producer. Galaxy is also moving their portion of the Hombre Muerto Salar, the Sal de Vida Project, to lithium production.
The development strategy for HMN focuses on production of 5,000 tonnes per year of lithium carbonate, with the potential for expansion.
NRG recently filed a report titled “Initial Measured Lithium and Potassium Resource Estimate Hombre Muerto North Project, Salta and Catamarca Provinces, Argentina” The report was completed in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects, on behalf of the Company by independent consultants Montgomery and Associates, of Santiago Chile. The report identifies 571,000 tonnes of Lithium Carbonate Equivalent at a grade of 756 parts per million lithium in the combined Measured and Indicated categories, with a low magnesium to lithium ratio of 2.6 to 1.0 (October 3, 2108 press release) that will be used in the completion of the PEA.
Further to a press release dated January 28, 2019, the Company advises that the private placement was conditionally approved by the TSX Venture Exchange to close, however final approval was not secured by the Company and the placement has been unwound by mutual agreement. The 3,750,000 units that were issued under the private placement were cancelled and returned to treasury, and the funds returned to the placees. The consulting agreements between the Company, Market IQ Media Group and Axe Communications Inc. were terminated by mutual agreement.
On behalf of the board of directors of NRG Metals Inc.:
Adrian F. C. Hobkirk,
The TSX Venture Exchange has not reviewed the content of this news release and therefore does not accept responsibility or liability for the adequacy or accuracy of the contents of this news release.
This news release contains certain “forward-looking statements” within the meaning of Section 21E of the United States Securities and Exchange Act of 1934, as amended. Except for statements of historical fact relating to the Company, certain information contained herein constitutes forward-looking statements. Forward-looking statements are based upon opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors which could cause actual results to differ materially from those projected in the forward-looking statements. The reader is cautioned not to place undue reliance on forward- looking statements. We seek safe harbor.
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