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VANCOUVER, BC, March 2,
2023 /CNW/ - Tearlach Resources Limited
("Tearlach" or the "Company") (TSXV: TEA) (OTC:
TELHF) (FRANKFURT: V44) announces that it has entered into an
agreement, with a syndicate of agents co-led by Sprott Capital
Partners LP and Beacon Securities Limited (referred to collectively
as the "Agents"), in connection with a "best efforts"
private placement financing (the "Offering") of
7,500,000 units of the Company (the "Units") at a price
of C$0.80 per Unit for minimum gross
proceeds to the Company of C$6,000,000 and subject to a maximum as set out
in Part 5A of National Instrument 45-106 – Prospectus
Exemptions.
Each Unit will consist of one common share in the capital of the
Company (each, a "Common Share") and one-half of
one common share purchase warrant (each whole warrant, a
"Warrant"). Each Warrant will entitle the holder thereof to
purchase one Common Share at an exercise price of
C$1.10 for a period of 24 months from
the issuance thereof.
The Units will be offered to investors in certain provinces of
Canada (except Quebec) on a private placement basis pursuant
to the listed issuer financing exemption (the "Listed Issuer
Financing Exemption") set forth in National Instrument 45-106 –
Prospectus Exemptions. The securities issued in connection
with the Offering will not be subject to any statutory hold periods
in Canada.
The Units may also be offered on a private placement basis in
the United States pursuant to an
exemption from the registration requirements of the United States
Securities Act of 1933, as amended and in offshore jurisdictions as
agreed to between the Corporation and the Agents.
The net proceeds received from the Offering will be used by the
Corporation for exploration and development activities and for
general corporate and working capital purposes.
The Offering is expected to close on or about March 23, 2023, or such other date as agreed to
between the Company and the Agents, and is subject to certain
conditions including, but not limited to, the receipt of all
necessary regulatory and other approvals including the approval of
the TSX Venture Exchange.
The Offering will be conducted pursuant to the terms of an
agency agreement to be entered into between the Company and the
Agents on or prior to the closing date of the Offering. In
connection with the Offering, the Agents shall be paid a cash
commission equal to 6.0% of the gross proceeds from the Offering.
In addition, the Agents will receive warrants exercisable at any
time prior to the date that is 24 months from the closing of the
Offering to acquire that number of Common Shares which is equal to
6.0% of the number of Units sold under the Offering at an exercise
price equal to C$1.10.
There is an offering document related to the Offering that can
be accessed under the Company's profile at www.sedar.com and on the
Company's website at https://tearlach.ca/. Prospective investors
should read this offering document before making an investment
decision.
This news release does not constitute an offer to sell or a
solicitation of an offer to sell any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities
Act") or any state securities laws and may not be offered or
sold within the United States or
to U.S. Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
About Tearlach
Tearlach, a member of the TSX Venture 50, is a Canadian
exploration company engaged in acquiring, exploring, and developing
lithium projects. Tearlach has a Joint Venture agreement with
Blackrock silver on the Gabriel project in Tonopah, Nevada, bordering American Lithium's
TLC Deposit, and is aggressively exploring the lithium targets
previously identified by drilling. Tearlach holds an option to
acquire a 100% interest in the Savant Property, an exploration
stage Gold-Silver-Copper Property in Northwestern Ontario, subject to a 1.5% net
smelter royalty. Tearlach holds an interest in the Final Frontier
Project, which includes the Pakwan / Margot Lake Claim block, which
is directly contiguous to Frontier Lithium's Flagship Spark and PAK
deposits, as well as interests in the Wesley, Harth and
Ferland properties, all located in
the lithium hub of northwestern Ontario,
Canada. The Wesley Property borders Green Energy Metals'
Root Lake Project, where a 24,000 m
drill program is currently underway. Pegmatite dykes have been
encountered on the Harth Lithium Project, which is 8 kms west of
the Wesley Lithium Project. Tearlach also holds interests in
Fliszar, Muscovite Ridge and Rose North Properties in the
James Bay area of Quebec, and each property hosts pegmatites.
Tearlach also has interests "The Shelby Project" properties in
Quebec's James Bay Region near
Winsome Resources and Patriot Battery Metals. Tearlach's primary
objective is to position itself as North
America's leading lithium exploration and development
company. For more information, please get in touch with the Company
at info@tearlach.ca or visit our website at www.tearlach.ca for
project updates and related background information.
The TSX Venture 50 is a ranking of the top performers in each of
the 5 industry sectors in the TSX Venture Exchange over the last
year.
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ON BEHALF OF THE BOARD OF DIRECTORS,
TEARLACH RESOURCES LIMITED
Morgan Lekstrom
Chief Executive Officer
Suite 610 - 700 W. Pender Street
Vancouver, BC, Canada V6C 1G8
Tel: 604-688-5007
Forward-looking
statements
This press release contains forward-looking statements and
forward-looking information within the meaning of Canadian
securities laws (collectively, "forward-looking statements").
Statements and information that are not historical facts are
forward-looking statements. Forward-looking statements are
frequently, but not always, identified by words such as "expects",
"anticipates", "believes", "intends", "estimates", "potential",
"possible" and similar expressions, or statements that events,
conditions or results "will", "may", "could" or "should" occur or
be achieved. Forward-looking statements and the assumptions made in
respect thereof involve known and unknown risks, uncertainties, and
other factors beyond the Company's control. Forward-looking
statements in this press release include statements regarding the
Company's beliefs, plans, expectations, or intentions such as: the
terms of the Offering, the anticipated use of the net proceeds, the
completion of the Offering and the estimated closing date of the
Offering. Mineral exploration is highly speculative and
characterized by several significant risks, which even a
combination of careful evaluation, experience and knowledge may not
eliminate. These risks include financing risks; regulatory risks;
and risks related to the mining and mineral exploration industry in
general, as set out in the Company's periodic disclosure documents.
Forward-looking statements in this press release are made as of the
date herein. Although the Company believes that the assumptions and
factors used in preparing the forward-looking statements in this
press release are reasonable, undue reliance should not be placed
on such statements. The Company undertakes no obligation to update
publicly or otherwise revise any forward-looking statements,
whether as a result of new information or future events or
otherwise, except as may be required by law.
Neither the 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 press release.
SOURCE Tearlach Resources Limited