Nemaska Lithium Announces Closing of Subscription Receipt Financing With SoftBank Group
QUÉBEC CITY, QUÉBEC–(Marketwired – April 25, 2018) - Nemaska Lithium Inc. (“Nemaska Lithium” or the “Corporation“) (TSX:NMX)(OTCQX:NMKEF)(FRANKFURT:N0T) is pleased to announce that it has closed its previously announced private placement (the “Placement“) of 88,460,446 subscription receipts (the “Receipts“) at a price of CAD 1.12 per Receipt for aggregate gross proceeds of CAD 99,075,700, pursuant to the investment agreement (the “Investment Agreement“) entered into with SoftBank Group Corp. (“SoftBank“) on April 5, 2018.
Pursuant to the Placement, upon conversion of the Receipts, SoftBank will acquire up to 9.9% of Nemaska Lithium’s common shares (“Shares“). The gross proceeds from the Placement have been placed in escrow, pending satisfaction or waiver of the remaining escrow release conditions, being, among others, the completion by the Corporation of one or more public and/or private equity offerings (the “Equity Offerings“), and the reception of irrevocable commitments for debt financing as per the details given in its April 5, 12 and 20, 2018 press releases (see : http://www.nemaskalithium.com/en/investors/press-releases/2018/).
If the escrow release conditions are satisfied or waived, each Receipt shall be automatically converted into one (1) Share and the net proceeds of the Placement will be released to the Corporation. If the escrow release conditions have not been satisfied or waived by August 6, 2018, the Receipts will be automatically cancelled and funds will revert to SoftBank. If, after giving effect to the Placement and the completion of the Equity Offerings, SoftBank would hold more than 9.9% of the Shares outstanding on the escrow release date, the Receipts that would result in such excess will be cancelled such that SoftBank will hold no more than 9.9% of the Shares outstanding at such time (and the corresponding proceeds will revert to SoftBank). The full text of the subscription receipt agreement governing the Receipts is available on SEDAR at www.sedar.com.
About Nemaska Lithium
Nemaska Lithium is a developing chemical company whose activities will be vertically integrated, from spodumene mining to the commercialization of high-purity lithium hydroxide and lithium carbonate. These lithium salts are mainly destined for the fast-growing lithium-ion battery market, which is driven by the increasing demand for electric vehicles and energy storage worldwide. With its products and processes, Nemaska Lithium intends to facilitate access to green energy, for the benefit of humanity.
The Corporation will be operating the Whabouchi mine in Québec, Canada, one of the richest lithium spodumene deposits in the world, both in volume and grade. The spodumene concentrate produced at the Whabouchi mine will be processed at the Shawinigan plant using a unique membrane electrolysis process for which the Corporation holds several patents.
Nemaska Lithium is a member of the S&P/TSX SmallCap Index, S&P/TSX Global Mining Index, S&P/TSX Global Base Metals Index, S&P/TSX Equal Weight Global Base Metals Index, and the MSCI Canada Small Cap Index. For more information, visit www.nemaskalithium.com or twitter.com/Nemaska Lithium.
About SoftBank Group Corp.
The SoftBank Group is a global technology player that aspires to drive the Information Revolution. The SoftBank Group is comprised of the holding company SoftBank Group Corp. (TOKYO: 9984) and its global portfolio of companies, which includes advanced telecommunications, internet services, AI, smart robotics, IoT and clean energy technology providers. In September 2016, Arm Holdings plc, the world’s leading semiconductor IP company, joined the SoftBank Group. In May 2017, the SoftBank Vision Fund, which invests globally in the businesses and technologies that will enable the next stage of the Information Revolution, had its first major close with over USD 93 billion in committed capital. To learn more, please visit www.softbank.com.
Cautionary Statement on Forward-Looking Information
All statements, other than statements of historical fact, contained in this press release including, but not limited to, those relating to the fulfillment of the escrow release conditions of the Receipts and the receipt by the Corporation of the net proceeds from the Placement, constitute “forward-looking information” and “forward-looking statements” within the meaning of certain securities laws and are based on expectations and projections as of the date of this press release. Certain important assumptions by the Corporation in making forward-looking statements include, but are not limited to, the satisfaction, in a timely manner, by the Corporation of conditions precedent to (a) the release of the Placement proceeds from escrow and (b) the closing of each component of the overall project financing, including regulatory (and TSX) approval.
Forward-looking statements contained in this press release are based on expectations, estimates and projections as of the time of this press release. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Corporation as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect.
Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements. There can be no assurance that the Placement as well as any component of the financing transactions will be completed, as the next steps and, eventually, the actual results of financing endeavors, in particular as regards the debt financing and the equity offerings, and future events could differ materially from those anticipated in such statements.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. Forward-looking statements are provided for the purpose of providing information about management’s endeavors to complete its project financing and, more generally, its expectations and plans relating to the future. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important risk factors and future events could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions and intentions expressed in such forward-looking statements. All of the forward-looking statements made in this press release are qualified by these cautionary statements and those made in our other filings with the securities regulators of Canada including, but not limited to, the cautionary statements made in the “Risk Factors” section of the Corporation’s Annual Information Form dated October 5, 2017 and the “Risk Exposure and Management” section of the Corporation’s quarterly Management Discussion & Analysis. The Corporation cautions that the foregoing list of factors that may affect future results is not exhaustive, and new, unforeseeable risks may arise from time to time. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.
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