NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
RecycLiCo Battery Materials (“AMY” or the “Company”) is pleased to announce that it has entered into a securities purchase agreement for a private placement of its common shares (“Common Shares”) and warrants to purchase Common Shares (“Warrants”) to institutional investors only for aggregate gross proceeds to the Company of approximately Cdn$20 million (the “Private Placement”). Pursuant to the Private Placement, the Company will issue up to 20,000,000 Common Shares and Warrants to purchase up to 20,000,000 Common Shares at a purchase price of Cdn$1.00 per Common Share and associated Warrant. Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of Cdn$1.25 per Common Share at any time prior to the three-year anniversary of the closing date of the Private Placement (the “Closing Date”).
A.G.P./Alliance Global Partners (the “Agent”) is acting as the exclusive placement agent for the private placement.
The Common Shares and Warrants to be issued under the Private Placement will be qualified by way of a prospectus supplement under the Company’s short form base shelf prospectus dated September 16, 2021 (collectively, the “Prospectus Supplement”) which will be filed in the province of British Columbia. In the United States, the Common Shares, Warrants and the shares issuable upon the exercise of the Warrants will be offered on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and certain other jurisdictions in accordance with applicable securities laws. No securities will be offered for sale or sold to persons or companies resident in Canada.
The Agent shall receive, on the Closing Date, a cash commission equal to 7.0% of the aggregate gross proceeds received from the sale of the Common Shares and Warrants. In addition, the Company will issue to the Agent warrants equal to 7.0% of the number of Common Shares sold under the Private Placement (“Placement Agent Warrants”). Each Placement Agent Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of C$1.00 per share at any time commencing from the six month anniversary of the Closing Date to the three-year anniversary of the Closing Date.
The net proceeds of the Private Placement are expected to be used by the Company for working capital and general corporate purposes. Details as to the specific allocation of the proceeds will be disclosed in the Prospectus Supplement.
The Company expects the Closing Date to occur on or about October 4, 2021. The Company will apply to list the Common Shares issued in the Private Placement and the Common Shares underlying the Warrants on the TSX Venture Exchange (the “TSXV”). The Private Placement is subject to the satisfaction of certain customary closing conditions, including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals (including, for certainty, the acceptance of the TSXV).
This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in Canada in connection with the Private Placement. This news 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 jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release shall not constitute an offer of securities for sale in the United States. The securities have not been, nor will they be, registered under the U.S. Securities Act and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.
About RecycLiCo Battery Materials
RecycLiCo Battery Materials is a critical minerals company focused on the upcycling of lithium-ion battery waste into high-value battery cathode materials, using its closed-loop RecycLiCo™ Patented Process. With minimal processing steps and up to 99% extraction of lithium, cobalt, nickel, and manganese, the upcycling process creates valuable lithium-ion battery materials for direct integration into the re-manufacturing of new lithium-ion batteries.
American Manganese’s original patented manganese process is the cornerstone technology in the development of the Company’s lithium-ion battery cathode recycling process, RecycLiCo™.
On behalf of Management
AMERICAN MANGANESE INC.
Larry W. Reaugh
President and Chief Executive Officer