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MEDFORD, Wis., Oct. 03, 2024 (GLOBE NEWSWIRE) -- Green Light Metals Inc. ("GreenLight" or the "Company") is pleased to announce that an application has been filed with the TSX Venture Exchange (the "Exchange") to list the common shares of GreenLight (the "GreenLight Shares") on the Exchange. A listing application in respect of GreenLight is being prepared in accordance with the requirements of the Exchange and will be filed under GreenLight's issuer profile on SEDAR+ at www.sedarplus.ca, subject to the Exchange providing conditional approval of the listing of the GreenLight Shares (the "Listing").
GreenLight is also pleased to announce that it has entered into an agreement pursuant to which Eight Capital has agreed to act as agent (the "Agent") in connection with a brokered private placement of up to 14,300,000 subscription receipts (the "Subscription Receipts") of 1504139 B.C. Ltd. ("Finco"), a wholly-owned subsidiary of the Company, on a "best efforts" agency basis at a price of $0.35 per Subscription Receipt (the "Offering Price") for aggregate gross proceeds of up to approximately $5.0 million (collectively, the "Concurrent Financing"). In addition, the Agent been granted an option exercisable, in whole or in part, up to the closing date to sell up to an additional 2,145,000 Subscription Receipts at the Offering Price for additional proceeds of up to $750,750.
The net proceeds from the Concurrent Financing will be used for the exploration of the Company's mineral projects, and for working capital and general corporate purposes.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45- 106 – Prospectus Exemptions ("NI 45-106"), the Subscription Receipts will be offered for sale to purchasers resident in Canada and is such other jurisdictions as may be agreed between the Company and the Agent, provided that no prospectus, registration statement or similar document is required to be filed in such jurisdictions. The Subscription Receipts will be subject to a statutory hold period pursuant to applicable Canadian securities laws.
In connection with the Listing, 1328592 B.C. Ltd. and Finco, both wholly-owned subsidiaries of GreenLight, will amalgamate with Finco surviving as a wholly owned subsidiary of GreenLight. Finco and GreenLight will then amalgamate under the name "GreenLight Metals Inc." pursuant to which all the issued and outstanding Finco Shares and Finco Warrants will be converted into GreenLight Shares and GreenLight Concurrent Financing Warrants (as defined below) (the "Transaction").
Completion of the Transaction and the Concurrent Financing is subject to, among other things, receipt of all necessary regulatory and shareholder approvals, including the conditional approval of the Exchange of Listing.
Concurrent Financing
The Subscription Receipts will be governed by the terms of a subscription receipt agreement (the "Subscription Receipt Agreement") to be entered into between Finco and a subscription receipt agent. Each Subscription Receipt will be automatically exchanged, without any further action by the holder of such Subscription Receipt, and for no additional consideration, for one (1) common share of Finco ("Finco Share") and one-half (1/2) of one warrant of Finco ("Finco Warrant"), upon the satisfaction of Escrow Release Conditions (as defined below).
Upon completion of the Transaction, all issued and outstanding Finco Shares and Finco Warrants will be converted into GreenLight Shares and warrants of GreenLight exercisable by the holder thereof to acquire one (1) GreenLight Share at a price of $0.55 for a period of 36 months following the date of issuance (the "GreenLight Concurrent Financing Warrants").
Proceeds of the Concurrent Financing will be held in escrow pending satisfaction of customary escrow release conditions (the "Escrow Release Conditions"), including the completion, satisfaction or waiver of all conditions-precedent to the Transaction, the receipt of all required shareholder and regulatory approvals, as applicable (including the conditional approval of the Exchange) in connection with Listing, all as will be set forth in the Subscription Receipt Agreement to be entered into.
In the event that: (i) the Escrow Release Conditions are not satisfied on or before 5:00 p.m. (Toronto time) on the date that is 120 days following the closing of the Concurrent Financing, or (ii) the Company announces or advises the Agent that the Transaction will be terminated at any earlier time, the escrowed net proceeds from the Concurrent Financing, together with accrued interest earned thereon, will be returned to the holders of the Subscription Receipts and the Subscription Receipts will be cancelled. To the extent that the net escrowed funds are insufficient to refund 100% of the purchase price of the Subscription Receipts to the holders thereof, the Company shall be responsible for any shortfall.
About GreenLight Metals Inc.
The principal business of GreenLight is the exploration and development of mineral properties in Wisconsin, Nevada, and Arizona. The material properties of GreenLight are the Bend Property, the Reef Property and the Kalium Canyon Property. In addition, the Company controls two additional prospective properties in Wisconsin – Lobo and Lobo East. GreenLight has also secured rights to the Swede anomaly located on the Southern Greenstone Belt. Outside of Wisconsin, the Company controls rights to the Kalium Canyon property, located in the Walker Lane district of Nevada. The Company also holds an option on the Cerro Colorado property located 70 kilometers southwest of Tucson, Arizona, along the Laramide porphyry copper belt.
As of the date hereof, there are 50,324,189 GreenLight Shares outstanding. The following persons own, control or direct 10% or more of the outstanding GreenLight Shares:
Name
Number of GreenLight Shares
Percentage of Outstanding GreenLight Shares
Aquila Resources USA Inc.
12,250,000
