Liberty One Lithium Corp. (“Liberty One” or the “Company“) (LBY: TSXV) is pleased to announce that it has entered into a Mineral Property Option Agreement dated May 19, 2017 (the “Option Agreement”) with Millennial Lithium Corp. (TSXV: ML)(“Millennial”) to acquire up to an 80% interest in the Pocitos West Project (the “Property”) consisting of 15,857 hectares (39,183 acres) of prospective lithium brine exploitation concessions on the Pocitas Salar in Salta Province, Argentina (the “Transaction”).
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 US$5,500,000 and incur an aggregate of $1,000,000 of staged expenditures to earn a 70% interest in the Property as follows:
|Date||Cash Consideration||Work Obligation|
|On execution of Option Agreement||US$17,500||Nil|
|On the Closing Date||US$582,500||Nil|
|On or before 13 months from Closing Date||US$600,000||Nil|
|On or before 18 months from Closing Date||US$600,000||Nil|
|On or before 24 months from Closing Date||US$600,000||$500,000|
|On or before 30 months from Closing Date||US$600,000||Nil|
|On or before 36 months from Closing Date||US$2,500,000||$500,000|
The Company will earn a further 10% 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 km from Salta, and approximately 40 km 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 proximately to known lithium resources including the Rincon Project located 32 km to the north and the Sal De Vida Project 90km to the south.
The Transaction is subject to certain closing conditions, including, the approval of the TSX Venture Exchange (the “TSXV”). 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 (the “Offering”) of up to 2,000,000 units (the “Units”) at a price of $0.50 per Unit for proceeds of up to $1,000,000. Each Unit consists of one common share in the capital of the Company (a “Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional Share at a price of $0.75 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 TSXV.
Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the TSXV. 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 fund the Transaction and for general working capital. IR Consultant and Grant of Stock Options
The Company is further pleased to announce that it has engaged First Marketing GmbH. (“First Marketing”) to provide investor relations services pursuant to an investor relations consulting agreement dated May 19, 2017 (the “Consulting Agreement”).
Pursuant to the terms of the Consulting Agreement the Company will pay First Marketing a fee of €50,000 plus applicable taxes and will grant stock options (the “Options”) to acquire up to 300,000 shares at an exercise price of $0.55 per share. Twenty-five percent of the Options vest immediately upon grant, while an additional 25% will vest at the end of each 6 month period such that all Options will have vested 18 months from the date of grant. The Options are exercisable for a period of 5 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 is subject to the approval of the TSX Venture Exchange.
For further information, please contact Mr. Morgan Tincher at telephone no.: 604- 343-4547 or fax no.: 604- 648-9675 or view the Company’s filings at www.SEDAR.com.
ON BEHALF OF THE BOARD OF DIRECTORS
Chief Financial Officer
Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Cautionary Statement Regarding “Forward-Looking” Information
Some of the statements contained in this press release are forward-looking statements and information within the meaning of applicable securities laws. Forward-looking statements and information can be identified by the use of words such as “anticipates”, “plans”, “expects”, “intends”, “is expected”, “potential”, “suggests” or variations of such words or phrases, or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements and information are not historical facts and are subject to a number of risks and uncertainties beyond the Company’s control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.