Beyond Lithium Inc. (the "Company" or "Beyond Lithium") is pleased to announce that, further to the proposed transactions announced in its news release dated October 1, 2024, it has now entered into definitive agreements with: (i) Bounty Gold Corp. and Last Resort Resources Ltd. (collectively, the "Optionors") to amend the terms of its existing property option agreements with the Optionors (the "Amendments"); and (ii) certain creditors of the Company pursuant to which the Company agreed to issue to the creditors, and the creditors agreed to accept, an aggregate of 6,802,227 common shares of the Company at a deemed price of $0.05 per share and 2,807,603 common share purchase warrants (the "Warrants") in full and final settlement of accrued and outstanding indebtedness in the aggregate amount of $340,111.36 (the "Debt Settlement"). Each Warrant entitles the holder to purchase one common share in the capital of the Company for a period of 24 months from the date of issuance at an exercise price of $0.10 per share.
Pursuant to the Amendments, among other terms: (i) all cash payments under the Company's existing option agreement with the Optionors (the "Option Agreements") will be deferred until an option in respect of a particular optioned property is fully exercised, subject to the requirement that 10% of any funds raised by the Company under qualified financings shall be applied to any accrued and outstanding option payments; (ii) certain outstanding cash payments payable to the Optionors totalling $129,900 will be settled by an issuance of common shares at a deemed price of $0.05 per share; and (iii) certain options in respect of properties optioned from the Optionors under the Option Agreements have been terminated. (I think we owe it to our shareholders to provide the list of kept properties.)
Allan Frame, President and CEO of Beyond Lithium commented: "With the completion of the Amendments and the Debt Settlement, we can now turn our attention to diversifying our property portfolio by adding projects within the critical mineral space such as copper."
The Company is further pleased to announce that it expects to complete the proposed non-brokered private placement of up to 10,000,000 units of the Company at a price of $0.05 per unit for aggregate gross proceeds of up to $500,000 (the "Offering"), previously announced on October 1, 2024, at the end of December.
All securities to be issued under the Amendments, the Debt Settlement, and the Offering will be subject to a hold period that will expiry on May 1, 2025.
The offered securities 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 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 state in which such offer, solicitation or sale would be unlawful.
The Company has issued an aggregate of 4,544,206 common shares and 2,272,103 Warrants pursuant to the Debt Settlement to certain "related parties" of the Company (the "Interested Parties"), in each case constituting, to that extent, a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the participation of the Interested Parties in the Debt Settlement in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the Debt Settlement nor the securities issued in connection therewith, in so far as the Debt Settlement involves the Interested Parties, exceeds 25% of the Company's market capitalization. The Company did not file a material change report more than 21 days before the expected closing of the Debt Settlement as the details of the Debt Settlement and the participation by the Interested Parties therein were not settled until recently and the Company wishes to close the transaction on an expedited basis for sound business reasons.
