OTTAWA, IN / ACCESS CABLE / July 28, 2022 / Stria Lithium Inc. (TSXV:SRA) (“Stria” or the “Company”) is pleased to announce the execution of a binding term sheet (the “Term Sheet”) with Cygnus Gold Limited (ASX: CY5) (” Cygnus”) pursuant to which Cygnus has been granted the sole and exclusive option (the “Option”) to acquire up to a 70% undivided interest in Stria’s Pontax-Lithium property (the “Property”) under an option for two-stage cash payments totaling $6 million and exploration spending commitments totaling $10 million (the “Transaction”).
Upon exercise of the Option, the parties will form a joint venture (the “Joint Venture”) in which Cygnus and Stria will hold an undivided 70% and 30% interest, respectively, with Cygnus acting as the operator of the Joint Venture. Stria’s participation in the Joint Venture will be free of charge until Cygnus delivers a feasibility study on the property. As consideration for the Option, Cygnus will pay Stria a cash consideration of $1 million within 10 business days of receipt by Stria of all corporate and regulatory approvals required to complete the Transaction. In addition, as a condition precedent to the Transaction, Cygnus has agreed to participate in the concurrent Stria transaction. Offering (as defined below) in the amount of $350,000. Cygnus’ involvement in the Offering is conditioned on Stria first obtaining all required shareholder and regulatory approvals in connection with the Transaction (as detailed below).
The terms of the two-stage option can be summarized as follows:
First Option to Acquire an Undivided 51% Interest (“First Option”) Under the First Option, Cygnus must incur exploration expenditures on the Property in the amount of $4 million over a period of 18 months. Upon completion of such expenses, to complete the First Option, Cygnus will be required to pay Stria a cash amount of $2 million.
Second Option to Acquire an Additional 19% Interest (“Second Option”) Under the Second Option, conditioned upon the exercise of the First Option, Cygnus will incur additional exploration expenditures in the amount of $6 million over a 30-month period from of the date of exercise of the First Option. Upon completion of such expenses, to complete the Second Option, Cygnus will be required to pay Stria an additional cash amount of $3 million. By exercising the Second Option, Cygnus will have acquired an undivided 70% interest in the Property. In the event that Cygnus decides not to proceed with the second option, or otherwise does not exercise the second option, the parties will form the joint venture with Cygnus and automatically transfer an undivided 2% interest to Stria for nominal consideration. Thereafter, both Cygnus and Stria will have an undivided interest in the Joint Venture of 49% and 51% respectively, with Stria becoming the operator of the Joint Venture.
“We are excited to enter into an agreement with Cygnus Gold and will work diligently to finalize this transaction,” said Dean Hanisch, CEO of Stria. “Their management team has had great success in the past and we look forward to working alongside them to advance our flagship Pontax lithium deposit. We are also very grateful to be located in a jurisdiction that offers so much support to help companies in the critical minerals space. Quebec government initiatives continue to help attract foreign investment and interest in the region.”
The Transaction constitutes an arm’s length transaction within the meaning of the policies of the TSX Venture Exchange (the “TSXV”) and constitutes a “Reviewable Transaction” in accordance with TSXV Policy 5.3: Acquisitions and Dispositions of Noncash Assets, and therefore remains subject to revision and approval of the TSXV. In addition, since the Transaction constitutes the sale of more than 50% of Stria’s assets, businesses or companies, it is subject to shareholder approval.
Accordingly, and as permitted by TSXV policies, Stria will obtain such shareholder approval through the written consent of shareholders owning more than 50% of its issued and outstanding shares. It should be noted that there is no Finder Fee payable in connection with the Transaction.
The Transaction is subject to customary conditions for this type of transaction, including, in particular, that Stria has obtained all required corporate and regulatory approvals within 60 days of the execution of the Terms Sheet, in the event Otherwise, either party may terminate the Transaction.
Following the closing of the Transaction, Stria plans to devote its resources to exploring the Romer property, which is located in the Labrador Trough sector of Nunavik, the northern division of the Nord-du-Québec administrative region. The property straddles the junction between topographic sheets 24K-03 (Lac Géridot) and 24K-04 (Lac Thévenet) NTS at a scale of 1:50,000, and covers parts of unpatented municipalities 5051, 5052 and 5151. It is bounded by latitudes 58°06’30” and 58°12’30” North and longitudes 69°29’00” and 69°38’00” West. The property is an early stage exploration project where previous prospecting programs unearthed hundreds of anomalous outcrop samples in platinum, palladium or gold, associated with orogenic gold or reef-type PGM occurrences. The property also has the right geological setting to host zinc or nickel mineral occurrences, which could be associated with currently untested VTEM anomalies.
On March 4, 2022, Stria announced that it had entered into an agreement with Braille Energy Systems Inc. for the acquisition of this property, the completion of which is subject to final approval by the TSXV (see Stria’s press release dated March 4). March). 2022 for more details on the terms of the transaction). Over the next several months, Stria plans to conduct a property-scale glacial sediment study using the state of the Art ARTGold technology for PGM and counting of gold grains, in order to evaluate the distribution of these occurrences and the total endowment of the property.
Stretch mark financing
Stria is also pleased to announce a non-brokered private placement for total gross proceeds of up to $1.5 million. Stria will raise up to (i) $1,150,000 at a price of $0.15 per Stria unit from investors pursuant to the prospectus exemptions (the price of which is subject to revision by the TSXV and confirmation via a subsequent press release) and (ii) $350,000 at a price of $0.25 per Cygnus Stria common share (the “Offering”). Each unit so issued will be composed of one common share of Stria and one-half of one common share. purchase warrant, and each entire warrant entitles the holder to purchase one common share of Stria at $0.50 per common share for a period of 24 months after closing. As detailed above, in connection with the Transaction, Cygnus has agreed to participate in the Offer in the amount of $350,000, subject to Stria having received the approval of the TSXV and the approval of its shareholders to complete the Transaction. Securities issued under the Offer will be subject to a 4-month hold period under applicable Canadian securities regulations. The Offer is subject to approval by the TSXV.
About Stria Lithium Inc.
Stria Lithium is a Canadian junior mineral exploration company with a technology focus on expansion and has a 100% interest in the Pontax spodumene lithium project in northern Québec. Lithium is a critical metal in the universal fight against global warming. It is a core component of lithium-ion batteries used to power electric vehicles and for industrial-scale energy storage. For more information on Stria Lithium and the Pontax Lithium project, please visit https://strilithium.com.
For more information about Stria Lithium Inc., contact:
CEO of Stria Lithium Inc.
Communications, Stria Lithium Inc.
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 accuracy or adequacy of this release.
Cautionary note regarding forward-looking information
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation that is based on expectations, estimates, projections and interpretations as of the date of this news release. The information contained in this press release regarding the closing of the Transaction and the Offer; the TSXV’s approval of the Transaction and the Offer; and any other information contained in this document that is not historical fact may be “forward-looking information.” Any statement that involves discussions regarding predictions, expectations, interpretations, beliefs, plans, projections, goals, assumptions, future events, or performance (often, but not always, using phrases such as “expects” or “does not expect”, “is expected”, “interpreted”, “management view”, “anticipates” or “does not anticipate”, “plans”, “budgets”, “scheduled”, “forecast”, “estimates”, “believes” or “intends” or variations of such words and phrases or asserting that certain actions, events or results “may” or “could”, “would”, “could” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information.This forward-looking information is based on reasonable assumptions and estimates of Stria management at the time such assumptions and estimates were made, and involves known and unknown risks, uncertainties and other facts. factors that may cause Stria’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, Stria’s ability to complete the Transaction and the Offer; delays in obtaining or failure to obtain required government, shareholder, environmental or other project approvals; uncertainties related to the availability and costs of financing needed in the future; changes in the stock markets; inflation; fluctuations in the prices of raw materials; delays in the development of projects; other risks involved in the mineral exploration and development industry; and those risks set forth in Stria’s public documents filed on SEDAR (sedar.com) in the Stria issuer profile. Although Stria believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, such information should not be unduly relied upon, which only applies as of the date of this news release, and is not can guarantee. given that such events will occur within the disclosed timeframes or not at all. Stria disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
FONT: Stria Lithium, Inc.