Millennial Lithium Corp. (TSX-V: ML) (FSE: A3N2) (OTCQB: MLNLF) is pleased to announce that it is engaging in a private placement of up to 2,206,671 units at $3.50 per unit. The Private Placement is to be completed concurrently with the Company’s bought deal public offering announced on February 20, 2018.
The placees in the Private Placement include: (i) a subsidiary of Lamtex Holdings Limited (Hong Kong Stock Exchange Code 1401); and (ii) Stand Virtue Limited, a subsidiary of GCL Poly Energy Holdings Limited (Hong Kong Stock Exchange Code 3800) (“GCL”). Each of these subscribers is associated with Million Surge Holdings Limited (“Million Surge”), a major shareholder of the Company.
The Company’s President and CEO, Farhad Abasov, states: “We are very pleased with the continuous support from Million Surge and GCL and welcome the new relationship with Lamtex Holdings Limited. Million Surge and GCL’s decision to maintain their substantial stake in Millennial is a testament to the strength of our Pastos Grandes lithium brine project in Argentina and the achievements of the management team to date. We look forward to further fruitful cooperation with Million Surge and GCL in coming months.”
The units sold in the Private Placement have the same general terms and conditions as the units in the Bought Deal Offering. The Units in the Private Placement are comprised of one-common share of the Company and one-half of one share purchase warrant exercisable for a period of two years at an exercise price of $4.25 per share.
Of the up to 2,206,671 Units being purchased in the Private Placement, up to 1,956,671 Units (the “Million Surge Units”) are being purchased by two companies having relationships to Million Surge, a major shareholder of the Company.
The first of the two companies, Stand Virtue Limited, is a wholly owned subsidiary of GCL. Stand Virtue is purchasing 1,636,213 Units and will, if the over-allotment in the Bought Deal is exercised, purchase up to an additional 186,301 Units in the Private Placement.
The second of the two companies, Lamtex Securities Limited is a wholly owned subsidiary of Lamtex Holdings Ltd. Lamtex is purchasing 134,157 Units of the Private Placement.
Million Surge currently owns 12,000,000 common shares of the Company which Million Surge acquired pursuant to a subscription agreement for a private placement in November, 2017. Million Surge is a wholly owned subsidiary of the Zhu Family Trust, which has interests and / or common directors with both Lamtex Holdings Limited and GCL.
The Original Agreement specified that Million Surge has certain participation rights in equity issuances after November, 2017 which Participation Rights allow it to maintain its percentage interest in the Company’s outstanding common shares. On February 22, 2018, Million Surge provided notice to the Company exercising its Participation Rights stating that it wished to maintain its equity interest in the Company.
Upon completion of the Private Placement and the Bought Deal Offering, it is anticipated that Million Surge, Stand Virtue’s and Lamtex will hold collectively (assuming the issue of Units in connection with the overallotment option) 13,956,671 Common Shares and 978,336 Warrants, and the parties’ percentage interest in the Company’s outstanding common shares will be approximately 17%. The completion of the Private Placement satisfies the Company’s obligations in relation to Million Surge’s Participation Rights to the date of closing of the Bought Deal.
The Company will pay: (i) a commission equal to 3% of the gross proceeds raised under the Million Surge, Stand Virtue and Lamtex portions of the Private Placement to an arm’s length finder; and (ii) an advisory fee equal to 1% of the gross proceeds raised under the Million Surge, Stand Virtue and Lamtex portions of the Private Placement to Canaccord Genuity.
As Million Surge is an insider of the Company by virtue of owning more than 10% of the issued and outstanding common shares, the issuance of the Units to Million Surge, Stand Virtue and Lamtex pursuant to the Private Placement is considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company is relying on the formal valuation exemption in section 5.5(a) of MI 61-101 and upon the minority approval exemption in section 5.7(a) of MI 61-101 on the basis that, at the time the subscription agreements with these parties were agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Units purchased under the Private Placement will exceed 25% of the Company’s market capitalization as determined in accordance with MI 61-101.
Million Surge and the associated companies holding interests in Millennial will evaluate their investment in Millennial from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease shareholdings as circumstances require and in accordance with TSX Venture Exchange rules. This news release is being issued in accordance with National Instrument 62-103 — The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report will be dated on or about February 26, 2018. The exemption relied on for the acquisition of the Shares is Section 2.3 of National Instrument 45-106 — Prospectus and Registration Exemptions. The early warning report will be filed on the System for Electronic Document Analysis and Review (SEDAR) under Millennial’s profile at www.sedar.com and may be obtained by contacting Millennial’s Investor Relations at (604) 662-8184 or email firstname.lastname@example.org. Million Surge’s head office is located at Unit 1703-1706, Level 17, International Commerce Centre, 1 Austin Road West Kowloon, Hong Kong.
The remainder of the Private Placement, being 250,000 Units, is being placed with other placees unaffiliated with Million Surge. No commissions or fees are payable in connection with the placement of these Units.
Closing of the Private Placement is conditional upon closing of the Bought Deal Offering and is further conditional upon the Company obtaining any required regulatory approvals including the approval of the TSX Venture Exchange.
The prospectus being filed in connection with the Bought Deal Offering does not qualify for resale the Units being issued under the Private Placement. As a result, the Units, Shares and Warrants issued in the Private Placement will be subject to a four month resale restriction commencing on the date of closing of the Private Placement and lasting four months and one day.
The Company intends to use the proceeds of the Private Placement for further development of its Pastos Grandes lithium brine project in Salta Province, Argentina and for general working capital purposes.
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