Millennial Announces Closing of $24.15 Million Bought Deal Financing and Concurrent Private Placement for $7.7 Million
Vancouver, March 13, 2018 - Millennial Lithium Corp. (TSXV: ML) (FSE: A3N2) (OTCQB: MLNLF) ("Millennial" or the "Company") is pleased to announce that it has closed its previously announced bought deal financing of 6,900,000 units (the "Units") at a price of C$3.50 per Unit (the "Offering Price") for aggregate gross proceeds to Millennial of C$24,150,000 (the "Offering"). The Offering was conducted by a syndicate of underwriters co-led by Canaccord Genuity Corp. and Cantor Fitzgerald Canada Corporation as joint bookrunners, and including Cormark Securities Inc. and Sprott Private Wealth LP (collectively, the "Underwriters"). The Offering included 900,000 Units sold pursuant to the full exercise of the Underwriters' over-allotment option. Each Unit consists of one common share of the Company and one half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant is exercisable for one common share of the Company for a period of 24 months from the date of issuance at an exercise price of C$4.25.
In consideration for the services performed by the Underwriters pursuant to an underwriting agreement dated February 26, 2018, the Company paid the Underwriters a cash commission of 6% of the gross proceeds from the Offering and issued to the Underwriters a number of warrants equal to 6% of the Units sold under the Offering. Each warrant issued to the Underwriters is exercisable to acquire one common share of the Company for a period of 24 from the date of issuance at an exercise price of C$3.50.
The Company has concurrently closed its private placement (the "Private Placement") of 2,206,671 units (the "Private Placement Units") at a price of $3.50 per Private Placement Unit for proceeds of approximately C$7.7 million. The Private Placement Units each consist of one common share of the Company and one half of one common share purchase warrant (each whole common share purchase warrant, a "Private Placement Warrant"). Each Private Placement Warrant is exercisable for one common shares of the Company for a period of 24 months from the date of issuance at an exercise price of C$4.25. The Private Placement Units and the Units in the Offering have the same terms and conditions. Stand Virtue Limited ("Stand Virtue"), a subsidiary of GCL-Poly Energy Holdings Limited ("GCL"), a Hong Kong Stock Exchange listed company, purchased a total of 1,822,514 Private Placement Units and Lamtex Securities Limited, a subsidiary of Lamtex Holdings Ltd. (collectively, "Lamtex"), a Hong Kong Stock Exchange listed company, purchased a total of 134,157 Private Placement Units. Each of these subscribers is associated with Million Surge Holdings Limited ("Million Surge"), a major shareholder of the Company.
Prior to the completion of the Private Placement, Million Surge owned 12,000,000 common shares of the Company. Million Surge is a wholly owned subsidiary of the Zhu Family Trust, which has interests in both Lamtex Holdings Limited and GCL. Upon completion of the Private Placement and the Bought Deal Offering, Million Surge, Stand Virtue and Lamtex hold collectively 13,956,671 common shares in the Company, which constitutes approximately 17% of Millennial's issued share capital, and 978,335 Warrants.
VSA Capital Shanghai Limited was paid a finder's fee of 3% on that portion of the Private Placement purchased by Lamtex and GCL. A 1% advisory fee was paid to Canaccord Genuity Corp. in cash on the proceeds of the Private Placement.
Farhad Abasov, President and CEO of the Company, says that "Millennial is very excited about the successful completion of the Offering and the Private Placement. We welcome both new and existing institutional and retail investors. We are also quite pleased to see continuing support from GCL and support from Lamtex's initial investment. This financing round significantly strengthens Millennial's cash position and will allow us to proceed with two major technical programs at a full speed: REMSA ground exploration and development as well as a definitive feasibility study for the Pastos Grandes Project."
The net proceeds from the Offering and the Private Placement will be used by the Company for exploration and development activities at the Company's Lithium Properties in Argentina and for general working capital purposes.
The Units in the Offering were offered by way of a short form prospectus filed in each of the provinces of Canada, except Québec, pursuant to National Instrument 44-101 — Short Form Prospectus Distributions. The Private Placement Units were not offered under the short form prospectus and are subject, together with any common shares issuable upon exercise of the Private Placement Warrants, to a TSX Venture Exchange hold period expiring four (4) months from the date of closing of the Private Placement.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the U.S. Securities Act, or the securities laws of any state of the United States and may not be offered or sold within the United States (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
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. 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. An early warning report will be filed on or prior to March 15, 2018 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 info@millenniallithium.com. Million Surge's head office is located at Unit 1703-1706, Level 17, International Commerce Centre, 1 Austin Road West Kowloon, Hong Kong.
To find out more about Millennial Lithium Corp. please contact Investor Relations at (604) 662-8184 or email info@millenniallithium.com.
"Graham Harris"
Chairman on behalf of the Board of Directors
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 RELEASE.
This news release may contain certain "Forward-Looking Statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words "anticipate", "believe", "estimate", "expect", "target, "plan", "forecast", "may", "schedule" and similar words or expressions identify forward-looking statements or information. Forward-looking statements contained in this news release include statements regarding the use of proceeds from the Offering. These forward-looking statements are based on reasonable assumptions and estimates of management of the Company, at the time they were made, involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and factors include, among others, volatility in the trading price of the Company's common shares, volatility of future commodity prices, accuracy of mineral or resource estimates, results of exploration activities, reliability of third party information, continued access to mineral properties or infrastructure, currency risks (including the exchange rate of USD$ for Cdn$), fluctuations in the market for lithium and changes in exploration costs and government royalties or taxes in Argentina. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.
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