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Lithium Ionic Corp. — Capital/Financing Update 2022
Oct 15, 2022
48021_rns_2022-10-14_29af10a9-7fce-4995-aa38-9a0df5e5fa7e.PDF
Capital/Financing Update
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FORM 51-102F3
MATERIAL CHANGE REPORT (amends and restates material change report dated October 5, 2022)
Item 1 Name and Address of Company
Lithium Ionic Corp. 36 Lombard Street Floor 4 Toronto, ON M5C 2X3
Item 2 Date of Material Change
October 5, 2022
Item 3 News Releases
A news release was issued by Lithium Ionic Corp. (“ Lithium Ionic ” or the “ Company ”) on October 5, 2022, in respect of the material change and was disseminated through the facilities of GlobeNewswire and filed on SEDAR.
Item 4 Summary of Material Changes
The Company has closed its previously announced private placement offering of common shares of the Company (the “ Shares ”) pursuant to which the Company issued 15,625,000 Shares at a price of $1.60 per Share (the “ Offering Price ”) for aggregate gross proceeds of $25,000,000 (the “ Offering ”).
The Company intends to use the net proceeds from the Offering for exploration and development work on the Company’s mineral properties and for general corporate working capital purposes.
Item 5 Full Description of Material Changes
The Company has closed its previously announced private placement offering of Shares pursuant to which the Company issued 15,625,000 Shares at a price of $1.60 per Share for aggregate gross proceeds of $25,000,000. The Offering was led by Clarus Securities Inc., as lead agent, on behalf of a syndicate of agents (collectively, the “ Agents ”) that included Cormark Securities Inc., PowerOne Capital Markets Ltd. and Jett Capital Advisors, LLC.
The Company intends to use the net proceeds from the Offering for exploration and development work on the Company’s mineral properties and for general corporate working capital purposes.
In connection with the Offering, the Agents received an aggregate cash fee equal to 6.0% of the gross proceeds from the Offering. In addition, the Company issued to the Agents 937,500 nontransferable broker warrants (the “ Broker Warrants ”). Each Broker Warrant will entitle the holder thereof to purchase one common share at an exercise price equal to the Offering Price for a period of 24 months following the closing of the Offering.
The Shares issued pursuant to the Offering will be subject to a four-month and one day hold
period under applicable securities laws in Canada. The Offering remains subject to final approval of the TSX Venture Exchange (the “ TSXV ”).
An insider of the Company, Electrification and Decarbonization LP (by virtue of owning more than 10% of the outstanding voting shares), purchased an aggregate of 1,850,000 Shares under the Offering, and such participation is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“ MI 61-101 ”). The Company has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such related party participation as the fair market value of the participation in the Offering by the related party did not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
Blake Hylands Chief Executive Officer Email: [email protected]
Item 9 Date of Report
October 14, 2022