Green Shift Commodities Ltd. (TSX-V: GCOM), is pleased to announce that it has closed its previously announced non-brokered private placement financing of units of the Company at a price of $0.15 per Unit, for gross proceeds of $2,307,055.65.
The Company issued an aggregate of 15,380,371 Units with each Unit consisting of one common share in the capital of the Company and one Common Share purchase warrant. Each Warrant entitles the holder to purchase one Common Share at an exercise price of $0.25 until December 22, 2024.
Trumbull Fisher, CEO and Director of Green Shift commented, “With the completion of this financing, we are entering 2023 in a stronger financial position and equipped to advance our uranium and battery commodity assets. Importantly, we are excited for our Argentine technical team to start doing groundwork at our district scale lithium acquisition in Argentina upon closing of that transaction, which is expected in January. We want to thank our existing shareholders for their support and sharing our vision, and welcome new investors to our registry, as we embark on what we hope will be a substantial year of progression ahead.”
The net proceeds of the Offering will be used to advance the Company’s battery commodity and uranium portfolio projects, working capital and general corporate purposes. The Company paid finder fees to Red Cloud Securities Inc., Stephen Avenue Securities Inc., Canaccord Genuity Corp. and Haywood Securities Inc. in the aggregate amount of $105,837.49 in cash and 702,916 non-transferable finder warrants in connection with the Offering. Each finder warrant entitles the holder to purchase one Common Share at an exercise price of $0.15 until December 22, 2024.
The Offering was completed pursuant to the Listed Issuer Financing Exemption under National Instrument 45-106 – Prospectus Exemptions and accordingly the securities issued pursuant to the Offering are not subject to a hold period pursuant to applicable Canadian securities laws.
The Offering, including payment of the finder fees, is subject to the final approval of the TSX Venture Exchange. The securities issued to certain insiders of the Company are subject to a four-month hold period ending on April 23, 2023 in accordance with the policies of the TSXV.
The Company is pleased to have received support and participation from its existing shareholders in the private placement. In particular, Mega Uranium Ltd., an insider of the Company, acquired an aggregate of 3,333,000 Units on the same terms as other investors for gross proceeds to the Company of $499,999.95. The Insider Participation constitutes a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company is exempt from the requirement to obtain a formal valuation or minority shareholder approval in connection with the Insider Participation under MI 61-101 in reliance on Sections 5.5(a) and 5.7(1)(a) of MI 61-101 due to the fair market value of the Insider Participation being below 25% of the Company’s market capitalization for purposes of MI 61-101. The Company did not file a material change report 21 days prior to the expected closing date of the Offering as the details of the Insider Participation had not been finalized at that time. The Offering has been approved by the board of directors of the Company. The Company has not received nor has it requested a valuation of its securities or the subject matter of the Insider Participation in the 24 months prior to the date hereof.
About Green Shift Commodities Ltd.
Green Shift Commodities Ltd. is focused on the exploration and development of commodities needed to help decarbonize and meet net-zero goals.
The Company is developing the Berlin Deposit in Colombia. Apart from uranium, for clean nuclear energy, the Berlin Deposit contains battery commodities including nickel, phosphate, and vanadium. Phosphate is a key component of lithium-ion ferro-phosphate (“LFP”) batteries that are being used by a growing list of electric vehicle manufacturers. Nickel is a component of various lithium-ion batteries, while vanadium is the element used in vanadium redox flow batteries. Neodymium, one of the rare earth elements contained within the Berlin Deposit, is a key component of powerful magnets that are used to increase the efficiency of electric motors and in generators in wind turbines.
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