Nemaska Announces Closing of Additional $700,000 Financing
January 19, 2012
QUÉBEC CITY, QUÉBEC, CANADA--(Marketwire - Jan. 19, 2012) -
NOT FOR DISTRIBUTION IN THE UNITED STATES
Nemaska Lithium Inc. (formerly, NEMASKA EXPLORATION INC.) (the
"Corporation") (TSX VENTURE:NMX)(OTCQX:NMKEF) is pleased to
announce that it has closed, as of January 18, 2012, a second
tranche (the "Second Offering") of a brokered private placement of
an aggregate of 21,750,000 common shares in the capital of the
Corporation (each a "Common Share" and collectively the "Common
Shares"), at a price of $0.40 per Common Share for aggregate gross
proceeds of $8,700,000 to the Corporation, the first tranche of
which was previously announced and closed as of December 22, 2011
(the "First Offering").
The Second Offering of an aggregate of 1,750,000 Common Shares at a
price of $0.40 per Common Share for aggregate gross proceeds of
$700,000 completed the First Offering which was for an aggregate of
20,000,000 Common Shares and for aggregate gross proceeds of
$8,000,000.
Both the First Offering and the Second Offering were completed
through a syndicate of agents led by Dundee Securities Ltd., and
including Industrial Alliance Securities Inc., National Bank
Financial Inc. and Fraser Mackenzie Limited (collectively the
"Agents").
In consideration for their services rendered in connection with the
Second Offering, the Agents received an aggregate cash commission
of $48,125 and an aggregate number of 120,313 warrants (the "Broker
Warrants"). The Broker Warrants entitle the Agents to subscribe for
an aggregate number of 120,313 Common Shares, at a price of $0.40
per Common Share, until July 18, 2013.
Of the 1,750,000 Common Shares issued pursuant to the Second
Offering, 312,500 Common Shares were issued to TQC Group
(Netherlands) Coöperatief U.A., an absolute controlled subsidiary
of Chengdu Tianqi Industry Group Co., Ltd. (collectively, the
"Tianqi Group"). These Common Shares represent, together with the
Common Shares already beneficially owned by the Tianqi Group,
approximately 19.9% of the issued and outstanding Common Shares of
the Corporation. Prior to the Second Offering, the Tianqi Group
beneficially owned an aggregate of 18,795,468 Common Shares
(representing approximately 19.96% of the 94,154,674 Common Shares
that were issued and outstanding prior to the Second Offering) and
5,161,572 share purchase warrants. The 312,500 Common Shares were
issued pursuant to the exercise by the Tianqi Group of a right to
subscribe in the Corporation's future financings, such as the
Second Offering, on a pro-rata basis that was provided for in a
subscription agreement dated December 22, 2011 entered into between
the Tianqi Group and the Corporation. The subscription agreement
also contained standard provisions of subscription agreements as
well as a right for the Tianqi Group to nominate two members on the
Corporation's Board of Directors.
The acquisition, by the Tianqi Group, of 312,500 Common Shares of
the Corporation in the Second Offering constitutes a "related party
transaction" within the meaning of Regulation 61-101 respecting
Protection of Minority Security Holders in Special Transactions
("Regulation 61-101") and TSX Venture Exchange Policy 5.9 -
Protection of Minority Security Holders in Special Transactions.
However, the directors of the Corporation who voted in favour of
the Second Offering have determined that the exemptions from formal
valuation and minority approval requirements provided for
respectively under subsections 5.5(a) and 5.7(1)(a) of Regulation
61-101 can be relied on as neither the fair market value of the
Common Shares issued to the Tianqi Group nor the fair market value
of the consideration paid by the Tianqi Group for such Common
Shares exceed 25% of the Corporation's market capitalization. None
of the Corporation's directors has expressed any contrary views or
disagreements with respect to the foregoing.
A material change report in respect of this related party
transaction will be filed by the Corporation but could not be filed
earlier than 21 days prior to the closing of the Second Offering
due to the fact that the terms of the participation of each of the
non-related parties and the related party in the Second Offering
and the participation percentages thereof were not confirmed.
The net proceeds of the Second Offering, along with those of the
First Offering will be used by the Corporation to complete the
definitive feasibility study and obtain the required permits for
the Whabouchi lithium deposit, to complete pilot plant
hydrometallurgical tests as well as for general corporate
purposes.
All securities issued pursuant to this Second Offering are subject
to a restricted period of four months and a day.
The Corporation expects to be able to file shortly all required
documentation to satisfy the conditional acceptance of the TSX
Venture Exchange.
About Nemaska
Nemaska is an exploration and development corporation involved in
the James Bay region of Québec. Nemaska is focusing on the
development of its Whabouchi lithium deposit and the exploration
work on its 100% owned Sirmac lithium project. Whabouchi deposit is
easily accessible year round by either the Route du Nord from
Chibougamau (280 km) or the Route de la Baie James from Matagami
(380 km) and is located near the Cree community of Nemaska and the
Némiscau airport. Nemaska also owns 47.2% of Monarques Resources
Inc. (TSX VENTURE:MQR).
Forward-looking statements contained in this press release involve
known and unknown risks, uncertainties and other factors that may
cause actual results, performance and achievements of Nemaska to be
materially different from any future results, performance or
achievements expressed or implied by the said forward-looking
statements.
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.
FOR FURTHER INFORMATION PLEASE CONTACT:
Guy Bourassa
President, Chief Executive Officer and Secretary
(418) 704-6038
guy.bourassa@nemaskalithium.com
Bosko Djurovic
Investors Relations
(514) 825-3036
bosko@baycapitalmarkets.com
http://nemaskalithium.mwnewsroom.com/press-releases/nemaska-…