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Battery Mineral Resources Corp. (TSXV: BMR,OTC:BTRMF) (OTCQB: BTRMF) ("Battery" or "BMR" or the "Company") is pleased to announce that it has closed the first tranche of its previously announced non-brokered private placement offering (the "Offering"), consisting of 50,000,000 common shares of the Company ("Shares") at a price of $0.20 per Share for aggregate gross proceeds of $10,000,000.
"We are very pleased to close the first tranche of the LIFE offering, which reflects continued support for Battery Mineral Resources and our strategy to advance operations and underground development at Punitaqui," said Lazaros Nikeas, Chief Executive Officer.
The Shares have been issued on a private placement basis pursuant to the Listed Issuer Financing Exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), as amended and supplemented by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "LIFE Exemption"). Accordingly, the Shares issued in the Offering are not subject to resale restrictions pursuant to applicable Canadian securities laws.
The Offering was also conducted in the United States by way of private placement pursuant to the exemptions from the registration requirements provided for under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws. The Shares offered and sold to persons in the United States will be considered restricted securities under the U.S. Securities Act.
In connection with the closing of the Offering, the Company paid, an arm's length party, EAS Advisors LLC, acting through Odeon Capital Group, LLC, a Member of FINRA/SIPC/MSRB an aggregate cash commission of $456,690 in compliance with applicable securities laws and TSX Venture Exchange ("TSXV") policies.
The Company intends to use the net proceeds of the Offering to advance processing plant operations and planned underground development at the Company's Punitaqui Mining Complex located in the Coquimbo region of Chile, and for general working capital purposes. Details of the Company's intended use of proceeds from the Offering are more fully described in the offering document dated February 9, 2026 that can be accessed under the Company's profile at www.sedarplus.ca.
Multilateral Instrument 61-101
Related parties of the Company acquired 3,692,500 Shares pursuant to the Offering. The issuance of such securities to these related parties is considered to be a related party transaction within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 (and Policy 5.9) as the fair market value of the securities issued to such party does not exceed 25% of the Company's market capitalization. The Company did not file a material change report in respect of the related party transaction at least 21 days prior to the closing of the Offering, which the Company deems reasonable in the circumstances so as to be able to avail itself of the proceeds from the Offering in an expeditious manner.
The Offering is separate from and does not amend or replace the previously announced non-brokered private placement of up to 174,430,850 Shares at a price of $0.20 per share, as disclosed in the Company's news release dated January 7, 2026. The Company continues to pursue completion of the previously announced private placement, subject to the satisfaction of applicable conditions and TSXV approval. There can be no guarantee this transaction will be completed on the terms and conditions as currently contemplated or at all.
The securities being offered have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Debt Settlement
Further to the Company's news release dated January 16, 2026, the Company has completed its previously announced shares for debt settlement (the "Debt Settlement"). Pursuant to the Debt Settlement, the Company has issued 10,654,752 Shares at a price of $0.20 per share in full and final settlement of outstanding indebtedness in the amount of USD$1,556,234. The number of Shares issued pursuant to the Debt Settlement was determined using a USD/CAD exchange ratio of 1.369.
About Battery Mineral Resources Corp.
Battery Mineral Resources operates the Punitaqui Mining Complex, a historic copper, gold, and silver-producing mine in the Coquimbo region of Chile. The Company's portfolio also includes 100%-owned ESI Energy Services Inc. and North American mineral exploration assets. The Company is focused on providing shareholders with accretive exposure to copper and the global trend of electrification while targeting growth through cash flow, exploration and acquisitions in favorable mining jurisdictions. Further information about BMR and its projects can be found on www.bmrcorp.com.
For more information, please contact:
Lazaros Nikeas, CEO
Phone: +1 (672) 887-5010
Email: info@bmrcorp.com
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 press release.
Cautionary Note Regarding Forward-Looking Information
This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", or "would" occur. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things: the intended use of any proceeds raised under the Offering; the receipt of regulatory approvals for the Offering, including that of the TSXV; and the terms and completion of the previously-announced non-brokered private placement.
These forward‐looking statements involve numerous risks and uncertainties, and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: the inability of the Company to utilize the anticipated proceeds of the Offering as anticipated; risks related to global financial markets, including the trading price of the Company's shares; and the inability to obtain all regulatory approvals for the Offering or the previously-announced private placement, including that of the TSXV.
In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation: the Company will use the proceeds of the Offering as currently anticipated.
Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/288778
