Alpha Lithium Corporation. (TSXV:
ALLI) (OTC: ALLIF) (the “
Corporation” or
“
Alpha”) is pleased to announce that it has
acquired all of the issued and outstanding shares of 1146915 B.C.
Ltd. (“
PrivCo”), thus completing its assembly of
mineral assets located in the heart of the Argentinean “Lithium
Triangle”. PrivCo owns eight lithium exploration claims which, when
combined with the claims previously acquired by Alpha from PrivCo,
covers approximately 27,477 hectares in Argentina (the
“
Claims”). In the transaction, the Corporation
acquired all of the outstanding securities of PrivCo in exchange
for the issuance of securities of the Corporation (the
“
Transaction”). The Corporation, with PrivCo as
its wholly owned subsidiary, now plans to pursue the exploration
and development of the Claims.
The Claims
The Claims are in the Tolillar Salar
(“Tolillar”), located 10km from the Hombre Muerto
salar, which is Argentina’s largest and longest producing lithium
source. The Company believes that previous exploration programs at
Tolillar, which included geophysics, geological analysis, surface
and shallow sampling, combined with its own independent geological
expertise suggest the potential for high grade lithium
mineralization similar to that of Hombre Muerto.
The Transaction
The Corporation issued 14,958,172 common shares
of the Corporation (each a “Share”) to the holders
of common shares of PrivCo (each a “PrivCo
Share”) in consideration of the acquisition of all
the PrivCo Shares at an exchange ratio of 1:1, in accordance with
the terms of a definitive securities exchange agreement dated
February 14, 2020 among the Corporation, PrivCo and the
securityholders of PrivCo named therein (the
“Securities Exchange Agreement”).
The Corporation also issued 2,958,172 Share purchase warrants of
the Corporation (the “Warrants”) to holders of
PrivCo warrants on a 1:1 basis. The Warrants are each exercisable
to acquire one Share at a price of $0.30 for a period of one
year.
Following the completion of any mineral resource
estimate (each an “Estimate”) prepared in
accordance with National Instrument 45-106 Standards of Disclosure
For Mineral Projects (“NI 43-101”) over any or all
of the property comprised in the Claims, the Corporation shall
issue to the five founding shareholders of PrivCo (on a pro rata
basis) a bonus equal to 1 Share for each 1 tonne of Lithium
Carbonate Equivalent (LCE) included in the applicable Estimate(s)
as either a “measured mineral resource” or an “indicated mineral
resource”, as those terms are defined in NI 43-101, to an aggregate
maximum of 5,000,000 Shares.
In addition to expenditures to maintain and
develop the Claims, the Corporation has assumed the following
payment obligations of PrivCo to the persons in Argentina from whom
PrivCo acquired the Claims:
- Claim Agreement #1:
- US$250,000 in Shares on each of the closing of the Transaction
and the six, twelve, and eighteen-month anniversaries thereof,
based on the then-current price of the Shares; and
- Claim Agreement #2:
- US$250,000 in cash on closing of the Transaction and US$250,000
in Shares on each of the six, twelve, and eighteen-month
anniversaries thereof, based on the then-current price of the
Shares.(collectively the “Vendor Shares”)
The Vendor Share issuance obligation is subject to an aggregate
maximum 11,260,000 Shares (the “Share Maximum”) in
aggregate. Any Vendor Share issuance obligations in excess of the
Share Maximum (if applicable) will be satisfied in cash.
The securities issued in connection with the Transaction have
not been and will not be registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities
Act”) or any state securities laws and may not be offered
or sold within the United States or to U.S. Persons (as defined in
Regulation S promulgated under the U.S. Securities Act) unless
registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is
available.
Board and Management
On closing of the Transaction Brad Nichol was
appointed to the Corporation’s Board of Directors, and Nathan
Steinke has been appointed Chief Financial Officer. In connection
with Mr. Steinke’s appointment, the Corporation accepted the
resignation of Mr. Chris Cooper, who will continue to serve the
Company as a director.
Mr. Nichol is an international entrepreneur who
has served and advised corporations on strategy and finance for
over 25 years. Throughout his career he has served as both senior
executive and director of several public and private enterprises
across the finance and resource sectors. Since 2005, he has led the
development of several exploration & production companies in
the oil and gas sector, principally based in Calgary, Alberta.
During this period, he led each successive organization through
multiple rounds of private, public and project financings. Prior to
this, Brad served as a Management Consultant at a top-tier
international firm in New York and London advising Fortune 50
corporations on business and corporate strategy. Previously, Mr.
Nichol worked at Schlumberger, the world’s largest oil and gas
services firm. At Schlumberger from 1992 until 2001, Mr. Nichol
managed operations and executed projects in Europe, Canada, the
United States and South America, for BP in Colombia. Mr. Nichol
earned his MBA at the London (UK) Business School (hon. 2003), and
BSc. in Mechanical Engineering (University of Alberta), and is a
registered Professional Engineer (1994).
Mr. Steinke is a highly respected financial
professional with over 15 years of experience for both public and
private companies in the international resource sector. Since 2003,
Mr. Steinke’s responsibilities have comprised of all financial
aspects of the companies including debt and equity financings,
corporate structure design and management, cash flow management and
forecasting, legal and regulatory compliance, stakeholder
engagement and reporting, dual listing execution and management,
and risk management.
Administrative
The Corporation announces that in connection
with the completion of the Transaction it has changed its year end
from October 31 to December 31 – please refer to the Notice of
Change of Year end available under the Corporation’s profile at
www.sedar.com for more information.
Termination of L2 Agreement
On March 6, 2020, the Corporation terminated the
option agreement that it had from 1132144 B.C. Ltd to acquire the
Soap Gulch claims prospective for cobalt in Silver Bow County,
Montana, pursuant to an option agreement dated February 2018. The
Corporation determined that it should concentrate its efforts on
the Tolillar claims prospective for lithium and avoid further
option payments and expenditure obligations on Soap Gulch. The
Corporation has fulfilled its obligations under the Soap Gulch
option to date and has no further interest or obligations
respecting the property.
ON BEHALF OF THE BOARD OF ALPHA LITHIUM
CORPORATION
“DARRYL JONES” CEO & DirectorTel: +1 604 343
2723djones@alphalithium.com
For further information contact, Brad Nichol,
DirectorTel: +1 604 343 2723bnichol@alphalithium.com The TSX
Venture Exchange has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the
contents of this press release.
Forward Looking
StatementsStatements in this document which are not purely
historical are forward-looking statements, including any statements
regarding beliefs, plans, expectations or intentions regarding the
future. Forward looking statements in this news release include the
Company’s plans to undertake to pay the option price and explore
the Tolillar Property, and that there may be a lithium rich
mineral deposit. It is important to note that the Company's
actual business outcomes and exploration results could differ
materially from those in such forward-looking statements. Risks and
uncertainties include that we may not be able to pay the option
price for the property or pay for needed exploration because of
inability to raise the necessary financing; the Tolillar Property
may prove to be unworthy of further expenditure; there may not be
an economic lithium resource, or any lithium resource; economic,
competitive, governmental, environmental and technological factors
may affect the Company's operations, markets, products and prices.
We may not have access to or be able to develop any minerals
because of cost factors, type of terrain, or availability of
equipment and technology. We may also not raise sufficient funds to
carry out our plans. Additional risk factors are discussed in the
section entitled "Risk Factors" in the Company's Management
Discussion and Analysis for its recently completed fiscal period,
which is available under Company's SEDAR profile at www.sedar.com.
Except as required by law, we will not update these forward looking
statement risk factors.
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