The Conversation (0)
Battery Mineral Resources Corp. (TSXV: BMR,OTC:BTRMF) (OTCQB: BTRMF) ("Battery" or the "Company") announces its intention to complete a non-brokered private placement of common shares of the Company (the "Common Shares") at a price of C$0.20 per Common Share for aggregate gross proceeds of approximately C$17 million (the "Private Placement"), representing the issuance of approximately 85,000,000 Common Shares.
The proposed Private Placement follows the Company's LIFE private placement offerings completed earlier in 2026, pursuant to which the Company raised aggregate gross proceeds of approximately C$12.8 million. Together with the approximately C$17 million expected to be raised through the Private Placement, the Company anticipates aggregate gross proceeds of approximately C$29.8 million from these financings, exceeding the C$25 million fundraising amount originally contemplated in connection with its LIFE offering announced earlier this year.
Certain insiders of the Company, including Weston Energy LLC and/or its affiliates ("Weston"), are expected to participate in the Private Placement, with aggregate insider participation anticipated to exceed 25% of the offering.
The Company intends to use the net proceeds of the Private Placement to support ongoing operations and development activities at its Punitaqui copper mining complex in Chile, for working capital, and for general corporate purposes.
The Private Placement may be completed in one or more tranches and is subject to all necessary regulatory approvals, including acceptance by the TSXV. The Company may pay finders' fees in connection with certain subscriptions, subject to applicable securities laws and TSXV policies.
The Common Shares will be offered pursuant to applicable exemptions from the prospectus requirements under Canadian securities laws, including the accredited investor exemption under National Instrument 45-106 - Prospectus Exemptions, and applicable exemptions under U.S. and other securities laws.
The Common Shares issued pursuant to the Private Placement will be subject to a statutory hold period of four months and one day from the applicable closing date, as well as any additional resale restrictions under applicable securities laws.
Related Party Transaction
Participation by certain insiders of the Company, including Weston, in the Private Placement will constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").
The Company expects to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 set forth in Sections 5.5(a) and 5.7(1)(a), respectively, as the fair market value of the securities to be issued to related parties, and the consideration to be received from such related parties, will not exceed 25% of the Company's market capitalization, as calculated in accordance with MI 61-101.
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 Further Information
Lazaros Nikeas, CEO
Phone: +1 (672) 887-5010
Email: info@bmrcorp.com
Cautionary Statement Regarding Forward-Looking Information
This news release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws, including statements regarding the proposed Private Placement, the anticipated size and terms of the Private Placement, expected participation by insiders and other investors, the intended use of proceeds, the anticipated aggregate proceeds from the Company's 2026 financings, the anticipated timing and completion of the Private Placement, and the receipt of required regulatory approvals.
Forward-looking information is based on management's current assumptions, expectations and estimates and is subject to known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to differ materially from those expressed or implied by such information. These risks and uncertainties include, among others, the possibility that the Private Placement may not be completed on the terms described or at all, changes in investor participation, market conditions, the availability of required regulatory approvals, and risks associated with the Company's business and operations.
Readers are cautioned not to place undue reliance on forward-looking information. Except as required by applicable securities laws, the Company undertakes no obligation to update or revise any forward-looking information contained herein.
U.S. Securities Law Disclaimer
The securities described in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended, or any applicable state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction in which such offer or sale would be unlawful.
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.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/321448
