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Vision Lithium Inc. — Capital/Financing Update 2021
Jan 9, 2021
43249_rns_2021-01-08_2767a627-82d6-4b3c-8bce-b8fe5da4cfd8.pdf
Capital/Financing Update
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VISION LITHIUM INC. MATERIAL CHANGE REPORT FORM 51-102F3
Item 1. Name and Address
Vision Lithium Inc. (the “ Corporation ”) 1019 boulevard des Pins, 2[nd] Floor Val-d’Or, Quebec J9P 4T2
Item 2. Date of Material Change
December 31, 2020 and January, 5, 2021.
Item 3. News Release
The attached news release describes the material change and was disseminated on January 5, 2021.
Item 4. Summary of Material Change
The Corporation completed the second and final tranche of a non-brokered private placement consisting of: (i) 40,250,000 units of the Corporation (the “ Units ”) at a price of $0.02 per Unit; and (ii) 400,000 common shares of the Corporation issued as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada) and section 359.1 of the Taxation Act (Quebec)) (the “ FlowThrough Shares ”) at a price of $0.05 per Flow-Through Share, for additional aggregate gross proceeds of $825,000.
Item 5. Full Description of Material Change
The Corporation completed the second and final tranche of a non-brokered private placement consisting of 40,250,000 Units at a price of $0.02 per Unit and 400,000 Flow-Through Shares at a price of $0.05 per Flow-Through Share, for additional aggregate gross proceeds of $825,000. The aggregate gross proceeds of the nonbrokered private placement, including proceeds from the first tranche completed on December 23, 2020, total $1,608,000 (the “ Offering ”).
Each Unit sold under the Offering consisted of one common share (a “ Share ”) and one common share purchase warrant (a “ Warrant ”), with each Warrant entitling the holder thereof to acquire one Share at an exercise price of $0.05 per Share for a period of 3 years from the Closing Date. In connection with the second and final tranche of the Offering, the Corporation paid finder’s fees to certain registered dealers in respect of purchasers introduced to the Corporation totaling $33,600. The Corporation intends to use the net proceeds of the second and final tranche for exploration of certain of its properties and for general corporate and working capital purposes.
Victor Cantore, the Executive Chairman and a director of the Corporation and a “related party” (the “ Related Party ”) within the meaning of the term as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions and the corresponding regulation bearing the same number in Quebec (collectively “ MI 61-101 ”) participated in the final tranche of the Offering by purchasing and acquiring direct beneficial ownership of 5,250,000 Units at an aggregate subscription price of $105,000, representing an acquisition of an additional 5.64% of the Corporation’s issued and outstanding Shares on a partially diluted basis (assuming full exercise of the Warrants comprising his purchased Units).
The participation of the Related Party in the final tranche is considered a “related party transaction” under MI 61-101. The Corporation relied upon Sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, for exemptions from the formal valuation and minority approval requirements under MI 61-101, as neither the fair market value of the Units issued to the Related Party, nor the amount of consideration paid therefor, exceeded 25% of the Corporation’s market capitalization.
The securities issued under the second and final tranche of the Offering were distributed in reliance on the prospectus exemption under Sections 2.3 (Accredited investor) of National Instrument 45-106 Prospectus Exemptions and the corresponding regulation bearing the same number in Quebec.
The Corporation’s board of directors considered and unanimously approved the Offering.
The Flow-Through Shares and the Units are subject to a hold period of four months and one day from their date of issuance, expiring on May 1, 2021 and May 6, 2021, respectively, under applicable Canadian securities laws and the policies of the TSX Venture Exchange (the “ Exchange ”). The Exchange issued its final approval bulletin in respect of the Offering on January 6, 2021.
Item 6. Reliance on subsection 7.1 (2) of National Instrument 51-102
Not applicable.
Item 7. Omitted Information
No information has been omitted in respect of this material change.
Item 8. Executive Officer
Inquiries in respect of this material change report may be made to:
Yves Rougerie, President and Chief Executive Officer Tel: 819-316-0474 Email: [email protected]
Item 9. Date of Report
January 8, 2021
SCHEDULE A
NEWS RELEASE
VISION LITHIUM COMPLETES SECOND AND FINAL TRANCHE OF PRIVATE PLACEMENT FOR ADDITIONAL GROSS PROCEEDS OF $825,000
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Val-d’Or, Quebec, January 5, 2021 – Vision Lithium Inc. (TSXV: VLI) (OTC PINK: ABEPF) (the “ Company ” or “ Vision Lithium ”) is pleased to announce the completion of the second and final tranche of its non-brokered private placement previously announced on November 18, 2020 and December 17, 2020 (the “ Offering ”). The second and final tranche consisted of: (i) 40,250,000 units of Company (the “ Units ”) at a price of $0.02 per Unit; and (ii) 400,000 common shares of the Company issued as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada) and section 359.1 of the Taxation Act (Quebec)) (the “ Flow-Through Shares ”) at a price of $0.05 per Flow-Through Share, for additional aggregate gross proceeds of $825,000. The aggregate gross proceeds of the Offering, including proceeds from the first tranche completed on December 23, 2020, are $1,608,000. Each Unit consists of one common share of the Company (a “ Share ”) and one common share purchase warrant (a “ Warrant ”), with each Warrant entitling the holder thereof to purchase one Share at price of $0.05 per Share for a period of 3 years following the date of issuance.
In connection with the second and final tranche, finder’s fees totalling $35,000 were paid to third parties dealing at arm’s length with the Company.
The Company intends to use the net proceeds for exploration of certain of its properties and for general corporate and working capital purposes.
A senior officer and director of the Company (the “ Related Party ”) participated in the final tranche by subscribing for an aggregate of 5,250,000 Units at an aggregate subscription price of $105,000. The participation of the Related Party is considered a “related party transaction” under Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (Québec) (“ Regulation 61-101 ”) and the corresponding Policy 5.9 of the TSX Venture Exchange. The Company relied on Sections 5.5(a) and 5.7(1)(a) of Regulation 61-101, respectively, for exemptions from the formal valuation and minority approval requirements under Regulation 61-101, as neither the fair market value of the Units issued to the Related Party, nor the amount of consideration paid therefor, exceeded 25% of the Company’s market capitalization.
A material change report in respect of the related party transaction was not filed at least 21 days in advance of the closing, as the subscription from the Related Party was not confirmed until shortly before the closing and the Company wished to close on an expedited basis for sound business reasons.
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All securities issued under the second and final tranche are subject to a hold period of four months and one day from their date of issuance. The Offering remains subject to the final acceptance of the TSX Venture Exchange.
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.
About Vision Lithium Inc.
Vision Lithium Inc. is a junior exploration company focused on exploring and developing high quality mineral assets including gold, copper and lithium in safe jurisdictions, primarily in Canada. The Company is led by skilled and qualified mineral exploration experts and business professionals. Vision Lithium is committed to discovering new world class assets and bringing these assets to production, starting with the Dôme Lemieux copper-zinc property in Quebec’s Gaspé region, its polymetallic properties in New Brunswick, and the Sirmac lithium property located in Northern Quebec.
For further information on the Company, please visit our website at www.visionlithium.com or contact us at [email protected].
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation based on expectations, estimates and projections as at the date of this news release. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this news release includes, but is not limited to, the use of proceeds; the timing and ability of the Company, if at all, to obtain final acceptance of the Offering from the TSX Venture Exchange; the tax treatment of the Flow-Through Shares; objectives, goals or future plans; and statements regarding exploration plans. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, capital and operating costs varying significantly from estimates; delays in obtaining or failures to obtain required governmental, environmental or other project approvals; changes in equity markets; fluctuations in commodity prices; delays in the development of projects; other risks involved in the mineral exploration and development industry; and those risks set out in the Company’s public documents filed on SEDAR at www.sedar.com. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the
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disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
For additional information regarding the Offering, please contact:
Victor Cantore Yves Rougerie Executive Chairman President and Chief Executive Officer Tel: 514-831-3809 Tel: 819-874-6200 Email: [email protected] Email: [email protected]