/NOT FOR DISTRIBUTION TO THE UNITED STATES/
TSX Venture Exchange (TSX-V):
LIT
Frankfurt Stock Exchange (FSE):
OAY3
OTCQB Venture Market (OTC): PNXLF
VANCOUVER, BC, Aug. 25,
2022 /CNW/ - Argentina Lithium & Energy
Corp. (TSXV: LIT) (FSE: OAY3) (OTC: PNXLF), ("Argentina
Lithium" or the "Company") announces that it has closed the
private placement announced on July 21,
2022 and increased on August 9
and August 11, 2022, through the
issuance of 10,415,000 Units in this 2nd and final
tranche (the "Final Tranche") for aggregate gross proceeds to the
Company of $2,083,000. In total, the
Company has closed on 16,630,000 Units for aggregate gross proceeds
of $3,326,000. The Company has also
closed the acquisition of the Rinconcita II mining concession area
("Rinconcita II") located on the Salar de Rincon in Salta Province, Argentina from provincially-owned company
Recursos Energéticos y Mineros Salta S.A. ("REMSA"), as previously
announced by the Company on July 21,
2022.
Each Unit consists of one common share and one transferrable
common share purchase warrant (a "Warrant"). Each Warrant will
entitle the holder thereof to purchase one additional common share
in the capital of the Company at $0.38 per share for two years from the date of
issue, expiring on August 25, 2024
for this Final Tranche.
No Finder's Fees were paid in the Final Tranche. In total,
$36,260 were paid in cash on a
portion of the private placement to parties at arm's length to the
Company. In addition, 181,300 non-transferable finder's warrants
were issued (the "Finder's Warrants"). Each Finder's Warrant
entitles a finder to purchase one common share at a price of
$0.38 per share for two years from
the date of issue, expiring on August 25,
2024.
There were no insiders who participated in the Final Tranche,
however, certain insiders of the Company participated in the
Private Placement for $20,000 in
Units. Such participation represents a related-party transaction
under Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions ("MI 61-101"), but
the transaction is exempt from the formal valuation and minority
shareholder approval requirements of MI 61-101 as neither the fair
market value of the subject matter of the transaction, nor the
consideration paid, exceed 25% of the Company's market
capitalization.
A new Control Person on a diluted basis was created in this
tranche. This individual has agreed that he will not exercise any
of the Warrants if such exercise will result in his beneficially
owning or having control or direction over that number of voting
securities of the Company which is 20% or greater of the total
issued and outstanding voting securities of the Company,
immediately after giving effect to such exercise, or result in the
undersigned becoming a "Control Person" as defined in the policies
of the TSX Venture Exchange (the "Exchange").
This financing is subject to regulatory approval and all
securities to be issued pursuant to this Final Tranche of the
financing are subject to a four-month hold period expiring on
December 27, 2022.
The proceeds of the financing were used, in part, to complete
the acquisition of Rinconcita II from REMSA. The balance of the
proceeds will be used for general working capital and exploration
on its properties in Argentina. In
consideration for the acquisition of Rinconcita II, the Company
made a payment to REMSA of USD$2,500,000 and granted REMSA a 3% net smelter
return of mineral and refined products sourced from Rinconcita II
over its production life, if the property advances to the
production stage. The Company's acquisition of Rinconcita II is
subject to the final acceptance of the Exchange which should be
available upon filing of a signed copy of the agreement with the
Exchange.
About Argentina Lithium
Argentina Lithium &
Energy Corp is focused on acquiring high quality lithium projects
in Argentina and advancing them
towards production in order to meet the growing global demand from
the battery sector. The management group has a long history of
success in the resource sector of Argentina and has assembled a first rate team
of experts to acquire and advance the best lithium properties in
the world renowned "Lithium Triangle". The Company is a member
of the Grosso Group, a resource management group that
has pioneered exploration in Argentina since 1993.
ON BEHALF OF THE BOARD
"Nikolaos Cacos"
_______________________________
Nikolaos Cacos, President, CEO and
Director
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
The securities being offered have not been, nor will they be
registered under the United States Securities Act of 1933, as
amended, or state securities laws and may not be offered or sold
within the United States or to, or
for the account or benefit of, U.S. persons absent U.S. federal and
state registration or an applicable exemption from the U.S.
registration requirements. This release does not constitute an
offer for sale of securities in the
United States.
Cautionary Note Regarding Forward Looking
Statements
This news release contains forward-looking
statements that are based on the Company's current expectations and
estimates. Forward-looking statements are frequently characterized
by words such as "plan", "expect", "project", "intend", "believe",
"anticipate", "estimate", "suggest", "indicate" and other similar
words or statements that certain events or conditions "may" or
"will" occur and include statements regarding regulatory acceptance
of the Company's private placement and acquisition of Rinconcita II
and statements regarding the Company's proposed use of proceeds of
the private placement. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors that could
cause actual events or results to differ materially from estimated
or anticipated events or results implied or expressed in such
forward-looking statements. Any forward-looking statement speaks
only as of the date on which it is made and, except as may be
required by applicable securities laws, the Company disclaims any
intent or obligation to update any forward-looking statement,
whether as a result of new information, future events or
results or otherwise. Forward-looking statements are not guarantees
of future performance and accordingly undue reliance should not be
put on such statements due to the inherent uncertainty
therein.
SOURCE Argentina Lithium & Energy Corp.