Full Circle Lithium Corp. (“FCL” or the “Company”), a USA-based lithium products manufacturer, announces
the close a non-brokered private placement financing (the “Offering”) for aggregate
gross proceeds of $1,578,000. It is expected that the proceeds from the financing will be
used for advancing the commercialization and development of the Company’s
proprietary lithium battery fire-fighting agent, FCL-X™ which is uniquely formulated to
neutralize the causes of lithium-ion battery fires, and for general working capital
purposes.
The Offering has resulted in the issuance of 6,312,000 units of the Company (the
“Units”) at a price of $0.25 per Unit. Each Unit is comprised of one common share of the
Company and one half of one common share purchase warrant (each whole warrant, a
“Warrant”). Each Warrant entitles the holder thereof to acquire one additional common
share of the Company (each, a “Warrant Share”) at an exercise price of $0.35 per
Warrant Share for a period of twenty-four months following the closing date of the
Offering.
Certain insiders of the Company (collectively, the “Insiders”) subscribed to the Offering
for an aggregate of 1,177,000 Units. This issuance of Units to the Insiders constitutes a
“related party transaction” as such term is defined under Multilateral Instrument 61-101
– Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The
Company is relying on an exemption from the formal valuation and minority shareholder
approval requirements provided under MI 61-101 pursuant to section 5.5(a) and section
5.7(a) of MI 61-101, on the basis that the participation in the Offering by Insiders does
not exceed 25% of the fair market value of the Company’s market capitalization.
In conjunction with the Offering, the Company paid cash finder’s fees of approximately
$99,634 and issued 398,535 finder warrants (the “Finder Warrants”) to certain arm’s
length finders. Each Finder Warrant will entitle the holder to purchase one Unit at a
price of $0.25 for a period of twenty-four months following the closing date of the
Offering. PowerOne Capital Markets Limited acted as a finder in connection with a
portion of the Offering.
The securities offered have not been registered under the U.S. Securities Act of 1933,
as amended, and may not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements. This press 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.
