VANCOUVER, BRITISH COLUMBIA--(Marketwired - March 16, 2017) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.
Advantage Lithium Corp. (the " Company " or " Advantage Lithium ") (TSX VENTURE:AAL)(OTCQX:AVLIF) is pleased to announce that, further to news releases of November 23, 2016, December 22, 2016, January 24, 2017, February 8, 2017 and February 17, 2017, the Company has entered into a definitive purchase agreement with Orocobre Limited ("Orocobre") - one of Argentina's leading lithium producers - and Miguel Alberto Peral ("Peral"), to indirectly acquire an initial 50% interest, with an option to acquire a total of 75%, in Orocobre's Cauchari Project and a 100% interest in five lithium brine properties located in the northern provinces of Jujuy, Salta and Catamarca in Argentina's lithium triangle (the "Argentine Properties").
Transaction Highlights
- Advantage Lithium Financing. The Company closed its previously announced private placement financing of 26,667,000 subscription receipts of the Company for aggregate proceeds of approximately C$20 million to finance the transaction (the "Financing"). In accordance with the Subscription Receipts Agreement, the gross proceeds of the Financing are held in escrow pending satisfaction of the escrow release conditions which includes the completion of the transaction (the "Closing") on or before March 31, 2017.
- Up to 75% Interest in the Cauchari Project, host to an inferred lithium potash resource containing an estimated 470,000 tonnes of lithium carbonate and 1.62 million tonnes of potash. SAS will acquire an immediate initial 50% interest in the Cauchari project at the Closing, with the right to earn an additional 25% interest upon incurring exploration expenditure of US$5 million over 3 years or completing a NI 43-101 feasibility study in that period, all pursuant to the JV Agreement (as defined below).
- Orocobre and Peral will acquire 46,325,000 and 8,175,000 shares of the Company, respectively, with share lock-up to apply post-closing. A pooling agreement will be entered into between the Company, Orocobre, Peral and certain Advantage Lithium insiders at the Closing, pursuant to which the parties will agree not to sell their shares of Advantage Lithium for staged periods at 12, 18 and 24 months after the Closing (subject to customary exceptions).
- Orocobre and Peral will acquire 2,550,000 and 450,000 warrants of the Company, respectively. Each warrant is on the same terms as issued by Advantage in the Financing, exercisable for one share of the Company at an exercise price of $1.00 per share for a period of two years.
- Investor Rights Agreement . The Company, Orocobre and Peral will enter into a customary investor rights agreement at the Closing that will provide for matters including pre-emptive rights, size and composition of the Company's board, voting of the Company shares and demand and piggyback registration rights.
- Royalty agreement. Orocobre will retain a 1% royalty on the Cauchari properties as will be set out in a royalty agreement to be entered into in connection with the Closing.
- Finder's Fee. The Company entered into a finder's fee agreement with an arm's length party (the "Finder") whereby, at the Closing, the Company will pay to the Finder a cash payment of US$50,000 and issue 150,000 common shares, subject to the approval of the TSX-V.
The indirect acquisition of the Argentine Properties will occur by way of the Company acquiring all of the issued and outstanding securities of South American Salars Minerals Pty. Ltd. which owns all of the issued and outstanding shares of South American Salars ("SAS") which owns the Argentine Properties. Prior to Closing, SAS, which will become the Company's subsidiary at Closing, will enter into a joint venture agreement with an affiliate of Orocobre, whereby SAS may acquire an additional 25% interest for a total of 75% interest in the Cauchari Project (the "JV Agreement").
David Sidoo, President and CEO, of Advantage Lithium, commented, "Signing of the share purchase agreement brings us one step closer to creating an exploration company in Argentina without peer. We are excited to form a partnership with Orocobre, which is not only one of the country's leading lithium producers, but one of the largest lithium producers in the world."
Richard Seville, CEO and Managing Director, of Orocobre, said, "Partnering with Advantage Lithium is expected to allow a rapid development of the Cauchari Project without additional capital from Orocobre shareholders. We look forward to closely working with Advantage Lithium's award-winning technical team in further advancement of the project."
The technical information in this news release has been reviewed and approved on behalf of the Company by Ross McElroy, P.Geo. Technical Advisor and Director for Advantage Lithium Corp., and a "Qualified Person" as defined in NI 43-101.
About Advantage Lithium Corp.
Advantage Lithium Corp. is a resource company specializing in the strategic acquisition, exploration and development of lithium properties and is headquartered in Vancouver, British Columbia. The common shares of the company are listed on the TSX Venture Exchange (TSX VENTURE:AAL), and the company is also traded on the OTCQX Best Market in the U.S. (OTCQX:AVLIF). The company has entered into a definitive purchase agreement with lithium producer, Orocobre, subject to TSX approval, to acquire 100% interest in five projects in Argentina and up to a 75% interest in a sixth, called Cauchari. Cauchari is host to a near-surface estimated inferred resource of 230 million cubic metres of brine at 380 mg/l Lithium that equates to 470,000 tonnes of lithium carbonate (LCE), and a large exploration target of 5.6mt to 0.25mt of LCE and 19mt to 0.9 of KCL. Cauchari is located just 20 km south Orocobre's flagship Olaroz Lithium Facility. The Company is also earning an interest from Nevada Sunrise Gold Corp., in a portfolio of five lithium brine projects in the Clayton and Lida Valley regions of Nevada, USA, including 70% in Clayton NE. In addition, the Company has acquired 100% of the Stella Marys lithium brine project, immediately adjacent to Orocobre's Salinas Grandes project that hosts an inferred, near-surface resource, in Argentina's Lithium Triangle.
ADVANTAGE LITHIUM CORP.,
David Sidoo, CEO, President, Director
Cautionary Statement:
Certain information contained in this press release constitutes "forward-looking information", within the meaning of Canadian legislation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur", "be achieved" or "has the potential to". Forward looking statements contained in this press release may include statements regarding the outcome of the Closing, and the future operating or financial performance of Advantage Lithium which involve known and unknown risks and uncertainties which may not prove to be accurate. Actual results and outcomes may differ materially from what is expressed or forecasted in these forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Among those factors which could cause actual results to differ materially are the following: market conditions and other risk factors listed from time to time in our reports filed with Canadian securities regulators on SEDAR at www.sedar.com . The forward-looking statements included in this press release are made as of the date of this press release and the Company and Advantage Lithium disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.
Neither 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.
