CALGARY,
AB, July 25, 2022 /CNW/ - HeliosX
Lithium & Technologies Corp. ("HeliosX" or
the "Company") (TSXV: HX) (OTCQB:
HXLTF) (FSE: C2U0) is pleased to announce that it intends to
complete a non-brokered private placement offering of 7,200,000
units of the Company (each a "Unit")
at a price of USD $0.654 (equivalent to
CAD $0.85) per Unit (the
"Issue Price") for aggregate gross proceeds of
USD $4,708,800 (equivalent
to CAD $6,120,000) (the
"Offering") from Ramas Capital Management, LLC,
a Houston, TX based private
investment firm focused on the transition of the global
energy sector (the "Ramas" or the "Institutional
Investor"). Each Unit shall be comprised of one
common share (each a "Common Share") in the capital of the
Company and one fully transferable common share
purchase warrant (each a "Warrant"). Each
Warrant shall entitle the holder thereof to acquire
one Common Share at a price of USD $0.654 (CAD$0.85) per Common Share for a
period of 60 months from the date of
issuance. The Company and Ramas have entered into
a non-binding term sheet which is subject to execution of a legally
binding agreement. The exchange rate used for determining the value
of each Unit in US Dollar with the Canadian Dollar is fixed at
1:1.3. Stifel Nicolaus Canada Inc. is acting as an
advisor to the Company in connection with the
Offering.
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On June 24, 2022,
HeliosX shareholders authorized the
Company to enter into one or more distributions of securities
up to a maximum of 20% of the number of the Company's outstanding
shares in the ensuing 12-month period. The
Offering, once fully subscribed, will
represent 17% of the Company's outstanding capitalization after
completion of Offering. Upon Closing, the HeliosX Board will
increase in size from its current five members to six with the
addition of a new Ramas board member.
All securities issued pursuant to the Offering will be
subject to a hold period of four months plus a day from the date of
issuance and the resale rules of applicable securities
legislation. Net proceeds from the Offering will be
used to continue the Company's de-risking activities, including
reservoir modelling and drilling, as well as to finance the
construction of Direct Lithium Extraction (DLE) pilot facilities in
Argentina and Canada and other
operating, general and administrative expenses
approved by the Board.
The closing of the Offering is subject to certain
conditions including (a) completion of due diligence
to the satisfaction of the Institutional Investor and negotiation,
execution and approval of definitive transaction documentation; (b)
receipt of all necessary regulatory and other approvals, including
the approval of the TSX Venture Exchange. The Company expects to
close the Offering in August 2022
(the "Closing").
"After comprehensive due diligence, HeliosX is pleased to
welcome an accomplished Institutional Investor to the HeliosX team.
This agreement re-enforces our previous commitments to our
shareholders to develop a well-financed, next generation, leading
Lithium developer throughout North and South America. Our assets are located in Jujuy
(Argentina), Nevada (USA) and Alberta (Canada) which provide a diverse
portfolio of Lithium brine opportunities. We will continue to seek
accretive acquisitions as well as, continue to move towards
resource identification and subsequent commercialization of our
asset portfolio", said Christopher
Brown, P. Eng., HeliosX's CEO.
"Ramas seeks to assemble a portfolio of critical mineral
investments to support the clean energy transition," said Ganesh H.
Betanabhatla, Ramas' Managing Partner and Chief Executive Officer.
"Our proposed investment in HeliosX is a reflection of our
confidence in management's ability to commercialize its diversified
base of lithium brine assets. We believe that management's
successful track record of global asset development coupled with
its financial acumen and sophisticated next generation approach to
technology positions the Company for long-term success."
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
The securities referred in this news release have not been, nor
will they be, registered under the United States Securities Act of
1933, as amended, (the "U.S. Securities Act"), or any U.S. state
securities laws, and such securities may not be offered or sold
within the United States or to any U.S. person absent
registration under U.S. federal and state securities laws or an
applicable exemption from such U.S. registration requirements.
"United States" and "U.S. person" have the respective meanings
ascribed to them in Regulation S under the U.S. Securities Act.
About HeliosX
HeliosX is an integrated lithium exploration company,
incorporating the latest in direct lithium extraction
("DLE") technologies, to unlock potential commercial
opportunities in Alberta (Canada),
Nevada (USA) and Jujuy
(Argentina). The Company
holds over 560,000 lithium brine acres across three
prospective lithium jurisdictions, providing potential exposure to
multiple lithium brine play types. The company has selected
specific DLE technologies which it believes will maximize potential
lithium opportunities in each operational jurisdiction and
continues to move forward with technical modeling and information
gathering to better delineate the prospective lithium
resources.
Notice on Forward Looking
Information
Certain statements and information herein, including all
statements that are not historical facts, contain forward-looking
statements and forward-looking information within the meaning of
applicable securities laws. Such forward-looking statements or
information include but are not limited to statements or
information with respect to the completion of the Offering, the
expected closing date for the Offering, the anticipated use of net
proceeds from the Offering and the addition of a new board member
from Ramas. Often, but not always, forward-looking statements or
information can be identified by the use of words such as
"estimate", "project", "belief", "anticipate", "intend", "expect",
"plan", "predict", "may" or "should" and the negative of these
words or such variations thereon or comparable terminology are
intended to identify forward-looking statements and
information.
With respect to forward-looking statements and information
contained herein, HeliosX has made numerous assumptions including
among other things, assumptions about the successful negotiation
and execution of definitive transaction documentation with the
Institutional Investor, receipt of all necessary regulatory and
other approvals, including the approval of the TSX Venture
Exchange, satisfaction of all other conditions to completion of the
Offering and general business and economic conditions of the
Company and the market in which it operates. The foregoing list of
assumptions is not exhaustive.
Although management of HeliosX believe that the assumptions
made and the expectations represented by such statements or
information are reasonable, there can be no assurance that
forward-looking statements or information herein will prove to be
accurate. Forward-looking statements and information by their
nature are based on assumptions and involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or achievements, or industry results, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements or information. These factors include, but are not
limited to: failure to execute definitive transaction documentation
with the Institutional Investor or to satisfy all conditions to
completion of the Offering; risks associated with the business of
HeliosX; business and economic conditions in the lithium industry
generally; changes in commodity prices; changes in interest and
currency exchange rates; government action or delays in the receipt
of government or regulatory approvals, industrial disturbances or
other job action, and unanticipated events related to health,
safety and environmental matters); changes in general economic
conditions or conditions in the financial markets; changes in laws;
risks related to the direct and indirect impact of COVID-19
including, but not limited to, its impact on general economic
conditions, the ability to obtain financing as required; and other
risk factors as detailed from time to time including the risk
factors set out in HeliosX's annual information form for the year
ended November 30, 2021 filed on
SEDAR at www.sedar.com. HeliosX does not undertake to update any
forward-looking information, except in accordance with applicable
securities laws.
HELIOSX LITHIUM AND TECHNOLOGIES CORP.
(signed) "Christopher Brown"
Christopher Brown
CEO
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
SOURCE HeliosX Lithium & Technologies Corp