Green Shift Commodities Ltd. (
TSXV:
GCOM), (“
Green Shift” or the
“
Company”) is pleased to announce that it expects
to close on approximately $2,500,000 million under its previously
announced offering (the “Offering”) of units of the Company at a
price of $0.15 per Unit (the “Issue Price”), an increase from the
previously announced minimum size of $1,500,000 (see press release
dated December 7, 2022).
Each Unit will consist of one common share in
the capital of the Company (each, a “Common Share”) and one Common
Share purchase warrant (each, a “Warrant”). Each Warrant will
entitle the holder to purchase one Common Share at an exercise
price of $0.25 for 24 months following the date of issuance.
The Offering is a non-brokered private
placement. Certain eligible finders who direct investors to
participate in the Offering shall be paid a cash fee of 7% of the
value of the Units sold to such investors and shall be issued such
number of finders’ warrants (“Finder Warrants”) equal to 7% of the
Units sold to such investors. Each Finder Warrant will entitle the
holder to purchase one Common Share at an exercise price of $0.15
for 24 months following the date of issuance.
The Company intends to use the net proceeds of
the Offering to advance its battery commodity and uranium portfolio
projects, working capital and general corporate purposes.
The closing of the Offering is anticipated to
occur on or about December 22, 2022 and is subject to certain
conditions including, but not limited to, the receipt of all
necessary approvals, including the approval of the TSX Venture
Exchange.
Subject to compliance with applicable regulatory
requirements and in accordance with National Instrument 45-106 –
Prospectus Exemptions (“NI 45-106”), the Units will be offered for
sale to purchasers resident in Canada, other than Quebec, and/or
other qualifying jurisdictions. Because the Offering is being
completed pursuant to the listed issuer financing exemption,
pursuant to the listed issuer financing exemption under Part 5A of
NI 45-106 (the “Listed Issuer Financing Exemption”) the securities
issued in the Offering will not be subject to a hold period
pursuant to applicable Canadian securities laws.
There is an offering document related to the
Offering that can be accessed under the Company’s profile at
www.sedar.com and on the Company’s website at
www.greenshiftcommodities.com. Prospective investors should read
this offering document before making an investment decision.
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.
For further information, please
contact:
Trumbull Fisher, CEO, Green Shift Commodities
Ltd.E: tfisher@greenshiftcommodities.comTel: (416) 917-5847
Forward-Looking Statements
This news release includes certain “forward
looking statements”. Forward-looking statements consist of
statements that are not purely historical, including statements
regarding beliefs, plans, expectations or intentions for the
future, and include, but not limited to, statements with respect
to: the size and terms of the Offering, the anticipated use of
proceeds, the completion of the Offering and the anticipated
closing date, the approval of the TSXV; the outcome of permitting
activities, the completion of future exploration work and the
potential metallurgical recoveries and results of such test work;
the future direction of the Company’s strategy; and other
activities, events or developments that are expected, anticipated
or may occur in the future. These statements are based on
assumptions, including: (i) completion of the Offering, including
TSXV approval; (ii) that the of the Offering will not be further
increased to the maximum permitted under the Listed Issuer
Financing Exemption (iii) the ability to achieve positive outcomes
from test work; (iv) actual results of our exploration, resource
goals, metallurgical testing, economic studies and development
activities will continue to be positive and proceed as planned, (v)
requisite regulatory and governmental approvals will be received on
a timely basis on terms acceptable to Green Shift (vi) economic,
political and industry market conditions will be favourable, and
(vii) financial markets and the market for uranium, battery
commodities and rare earth elements will continue to strengthen.
Such statements are subject to risks and uncertainties that may
cause actual results, performance or developments to differ
materially from those contained in such statements, including, but
not limited to: (1) failure to complete the Offering, (2) (2)
changes in general economic and financial market conditions, (3)
changes in demand and prices for minerals, (4) the Company’s
ability to source commercially viable reactivation transactions and
/ or establish appropriate joint venture partnerships, (5)
litigation, regulatory, and legislative developments, dependence on
regulatory approvals, and changes in environmental compliance
requirements, community support and the political and economic
climate, (6) the inherent uncertainties and speculative nature
associated with exploration results, resource estimates, potential
resource growth, future metallurgical test results, changes in
project parameters as plans evolve, (7) competitive developments,
(8) availability of future financing, (9) the effects of COVID-19
on the business of the Company, including, without limitation,
effects of COVID-19 on capital markets, commodity prices, labour
regulations, supply chain disruptions and domestic and
international travel restrictions, (9) exploration risks, and other
factors beyond the control of Green Shift including those factors
set out in the “Risk Factors” in our Management Discussion and
Analysis dated May 2, 2022 for the fiscal year ended December 31,
2021 available on SEDAR at www.sedar.com. Readers are cautioned
that the assumptions used in the preparation of such information,
although considered reasonable at the time of preparation, may
prove to be imprecise and, as such, undue reliance should not be
placed on forward-looking statements. Green Shift Commodities Ltd.
assumes no obligation to update such information, except as may be
required by law.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this press release.
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