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International Lithium Closes Private Placement
Vancouver, B.C. March 9, 2018: International Lithium Corp. (the “Company” or “ILC”) (TSX VENTURE: ILC) announces that it has closed the previously announced non-brokered private placement (see Company news releases of December 29, 2017 and January 25, 2018) for proceeds of $450,000. On closing, the Company issued a total of 2,250,000 units, each unit comprising one share and one-half of a share purchase warrant exercisable at $0.30 per whole share until 24 months from closing.
Three non-arms’ length parties participated in the private placement for total subscriptions of $300,000: significant shareholder of the Company, TNR Gold Corp. (“TNR”), Executive Chairman, Kirill Klip, and Director, John Wisbey.
The proceeds of the private placement will be used for general working capital purposes. All private placement securities will be restricted from trading for a period of four months plus one day from the date of closing.
The issuance of private placement securities to non-arms’ length parties constitutes related-party transactions under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Because the Company’s shares trade only on the TSX Venture Exchange, the issuance of securities is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 and exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Section 5.7(b). The post-closing ownership in ILC by TNR, before conversion of warrants and debentures, is 8,187,890 shares, equivalent to approximately 8.7% of the outstanding common shares of the Company. Should the convertible debenture and warrants held by TNR be exercised, its holdings would be 13,537,890 shares, equivalent to approximately 13.6% of the issued common shares. The Company did not file a material change report 21 days prior to the closing of the private placement as the details of the participation of insiders of the Company had not been confirmed at that time.
About International Lithium Corp.
International Lithium Corp. has a significant portfolio of projects, strong management, robust financial support, and a strategic partner and keystone investor, Jiangxi Ganfeng Lithium Co. Ltd., (“Ganfeng Lithium”) a leading China-based lithium product manufacturer.
The Company’s primary focus is the strategic stake in the Mariana lithium-potash brine project located within the renowned South American “Lithium Belt” that is the host to the vast majority of global lithium resources, reserves and production. The Mariana project strategically encompasses an entire mineral rich evaporite basin, totaling 160 square kilometres that ranks as one of the more prospective salars or ‘salt lakes’ in the region. Current ownership of the project is through a joint venture company, Litio Minera Argentina S. A., a private company registered in Argentina, ownership of which will be revised to 82.754% by Ganfeng Lithium and 17.246% by ILC in early 2018 in order to reflect each party’s current JV interest. In addition, ILC has an option to acquire 10% in the Mariana project through a back-in right.
Complementing the Company’s lithium brine project are three rare metals pegmatite properties in Canada known as the Mavis, Raleigh, and Forgan projects, and the Avalonia project in Ireland, which encompasses an extensive 50km-long pegmatite belt.
The ownership of the Avalonia project is currently 55% GFL and 45% ILC. GFL have an option to earn an additional 24% by either incurring CDN$10 million expenditures on exploration activities or delivering a positive feasibility study on the project, at which time the ownership will be 79% GFL and 21% ILC.
The Mavis and Raleigh projects are under option to strategic partner Pioneer Resources Limited (ASX: PIO) pursuant to which Pioneer can acquire up to a 51% interest in the projects.
The Mavis, Raleigh and Forgan projects together form the basis of the Company’s Upper Canada Lithium Pool designated to focus on acquiring numerous prospects with previously reported high concentrations of lithium in close proximity to existing infrastructure.
With the increasing demand for high tech rechargeable batteries used in vehicle propulsion technologies and portable electronics, lithium is paramount to tomorrow’s “green-tech”, sustainable economy. By positioning itself with solid strategic partners and acquiring high quality assets for the Energy rEVolution supply chain, ILC aims to be the partner of choice for investors in green-tech and to continue to build value for its shareholders.
On behalf of the Board of Directors,
Kirill Klip
Executive Chairman
For further information concerning this news release please contact +1 604-700-8912
Neither 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 release.
Cautionary Statement Regarding Forward-Looking Information
Except for statements of historical fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information or forward-looking statements in this news release may include: the timing and anticipated results of drilling on the Mavis Lake Project, the expectation of feasibility studies, lithium recoveries, modeling of capital and operating costs, results of studies utilizing membrane technology at the Mariana Project, budgeted expenditures and planned exploration work on the Avalonia JV, and continued agreement between the Company and Jiangxi Ganfeng Lithium Co. Ltd. regarding the Company’s percentage interest in the Mariana project. Such forward-looking information is based on a number of assumptions and subject to a variety of risks and uncertainties, including but not limited to those discussed in the sections entitled “Risks” and “Forward-Looking Statements” in the interim and annual Management’s Discussion and Analysis which are available at www.sedar.com. While management believes that the assumptions made are reasonable, there can be no assurance that forward-looking statements will prove to be accurate. Should one or more of the risks, uncertainties or other factors materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking information. Forward-looking information herein, and all subsequent written and oral forward-looking information are based on expectations, estimates and opinions of management on the dates they are made that, while considered reasonable by the Company as of the time of such statements, are subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect and are expressly qualified in their entirety by this cautionary statement. Except as required by law, the Company assumes no obligation to update forward-looking information should circumstances or management’s estimates or opinions change.
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 referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended 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.
International Lithium Corp. LEGAL DISCLAMERS:
MD&A
Forward Looking Statements
Certain information included in this discussion may constitute forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements. These statements relate to future events or the Company’s future performance, business prospects or opportunities. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. These forward-looking statements include statements regarding the future price of gold, the timing and amount of estimated future production, costs of production, capital expenditures, the success of exploration activities, permitting time lines, currency fluctuations, the requirements of future capital, drill results and the estimation of mineral resources and reserves. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements contained in this report should not be unduly relied upon. These statements speak only as of the date of this report. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this report. Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions about:
Certain information included in this discussion may constitute forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements. These statements relate to future events or the Company’s future performance, business prospects or opportunities. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. These forward-looking statements include statements regarding the future price of gold, the timing and amount of estimated future production, costs of production, capital expenditures, the success of exploration activities, permitting time lines, currency fluctuations, the requirements of future capital, drill results and the estimation of mineral resources and reserves. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements contained in this report should not be unduly relied upon. These statements speak only as of the date of this report. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this report. Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions about:
- general business and economic conditions;
- the supply and demand for, deliveries of, and the level and volatility of prices of commodities;
- the availability of financing for the Company’s development of projects on reasonable terms;
- the ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; and
- the ability to attract and retain skilled staff.
These forward-looking statements involve risks and uncertainties relating to, among other things, changes in commodity and, particularly, lithium and potash prices, access to skilled mining development personnel, results of exploration and development activities, uninsured risks, regulatory changes, defects in title, availability of materials and equipment, timeliness of government approvals, actual performance of facilities, equipment and processes relative to specifications and expectations and unanticipated environmental impacts on operations. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, the risk factors hereinabove. Additional risk factors are described in more detail hereinafter. Investors should not place undue reliance on forward-looking statements as the plans, intentions or expectations upon which they are based might not occur. The Company cautions that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on the Company’s forward-looking statements should carefully consider the above factors as well as the uncertainties they represent and the risks they entail. The forward-looking statements contained in this report are expressly qualified by this cautionary statement.
Financial Statements:- Liquidity and Capital Resources
To date, the Company has not yet realized profitable operations. The Company currently requires additional financing to continue in business and there can be no assurances that such financing will be available or if available, will be on reasonable terms.
Business Risks
Natural resources exploration, development, production and processing involve a number of business risks, some of which are beyond the Company's control. These can be categorized as operational, financial and regulatory risks.
- Operational risks include finding and developing reserves economically, marketing production and services, product deliverability uncertainties, changing governmental laws and regulations, hiring and retaining skilled employees and contractors and conducting operations in a cost effective and safe manner. The Company continuously monitors and responds to changes in these factors and to the best of its knowledge adheres to all regulations governing its operations. Insurance may be maintained at levels consistent with prudent industry practices to minimize risks, but the Company is not fully insured against all risks, nor are all such risks insurable. In the mining industry there is always a risk over contractual interpretation of royalty rights and obligations, and it is possible that the Company’s interpretation of its rights and obligations and the likely benefit or cost of them could be different from other parties’ interpretation of them. Because of the nature of the Company’s business model, and the intention to finance projects such as the Mariana JV with GFL prior to their achieving production, the Company requires and is likely to continue to require additional financing to continue in business. Such financing has been achieved successfully to-date in 2017 on reasonable terms, but there can be no assurance that future financing will be available or, if available, that it will be available on reasonable terms. If financing is obtained by issuing common shares from treasury, control of the Company may change and investors may suffer additional dilution. To the extent financing is not available, lease payments, work commitments, rental payments and option payments, if any, may not be satisfied and could result in a loss of property ownership or earning opportunities for the Company. For the Company’s Mariana JV, a participating interest that is diluted to less than 5% will be converted to a 1% net smelter returns royalty (“NSR”). Dilution of the Company’s interest in the Mariana JV to less than 5% could, for example, occur if the Company is unable to fund itself to continue its cash call contributions to the extent required to maintain its shareholding in the JV above a certain level. Continued ability of the Company to fund these cash calls is therefore very important to maintaining its JV interest and to preserving and ultimately increasing shareholder value. As for many joint ventures, the financial or commercial interests of the majority partner do not always align with the financial or commercial interests of the joint venture as a whole, and there is a consequent risk that the Company, where it is the minority joint venture partner, will need to incur costs to endeavour to protect the joint venture’s financial and commercial interests and rights and to ensure good governance.
- Financial risks include commodity prices, interest rates and the Canadian dollar, United States dollar, Argentinean Peso and Euro exchange rates, all of which are beyond the Company's control.
- Regulatory risks include the possible delays in getting regulatory approval to the transactions that the Board of Directors believe to be in the best interests of the Company, and include increased fees for filings and the introduction of ever more complex reporting requirements the cost of which the Company must meet in order to maintain its exchange listing.
For information on additional risks, please refer to the Company’s consolidated financial statements for the year ended December 31, 2016.
- Operational risks include finding and developing reserves economically, marketing production and services, product deliverability uncertainties, changing governmental laws and regulations, hiring and retaining skilled employees and contractors and conducting operations in a cost effective and safe manner. The Company continuously monitors and responds to changes in these factors and to the best of its knowledge adheres to all regulations governing its operations. Insurance may be maintained at levels consistent with prudent industry practices to minimize risks, but the Company is not fully insured against all risks, nor are all such risks insurable. In the mining industry there is always a risk over contractual interpretation of royalty rights and obligations, and it is possible that the Company’s interpretation of its rights and obligations and the likely benefit or cost of them could be different from other parties’ interpretation of them. Because of the nature of the Company’s business model, and the intention to finance projects such as the Mariana JV with GFL prior to their achieving production, the Company requires and is likely to continue to require additional financing to continue in business. Such financing has been achieved successfully to-date in 2017 on reasonable terms, but there can be no assurance that future financing will be available or, if available, that it will be available on reasonable terms. If financing is obtained by issuing common shares from treasury, control of the Company may change and investors may suffer additional dilution. To the extent financing is not available, lease payments, work commitments, rental payments and option payments, if any, may not be satisfied and could result in a loss of property ownership or earning opportunities for the Company. For the Company’s Mariana JV, a participating interest that is diluted to less than 5% will be converted to a 1% net smelter returns royalty (“NSR”). Dilution of the Company’s interest in the Mariana JV to less than 5% could, for example, occur if the Company is unable to fund itself to continue its cash call contributions to the extent required to maintain its shareholding in the JV above a certain level. Continued ability of the Company to fund these cash calls is therefore very important to maintaining its JV interest and to preserving and ultimately increasing shareholder value. As for many joint ventures, the financial or commercial interests of the majority partner do not always align with the financial or commercial interests of the joint venture as a whole, and there is a consequent risk that the Company, where it is the minority joint venture partner, will need to incur costs to endeavour to protect the joint venture’s financial and commercial interests and rights and to ensure good governance.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Risk management
In the mining industry there is always a risk over contractual interpretation of royalty rights and obligations, and it is possible that the Company’s interpretation of its rights and obligations and the likely benefit or cost of them could be different from other parties’ interpretation of them. Because of the nature of the Company’s business model, and the intention to finance projects such as the Mariana JV with GFL prior to their achieving production, the Company requires and is likely to continue to require additional financing to continue in business. Such financing has been achieved successfully to-date in 2017 on reasonable terms, but there can be no assurance that future financing will be available or, if available, that it will be available on reasonable terms. If financing is obtained by issuing common shares from treasury, control of the Company may change and investors may suffer additional dilution. To the extent financing is not available, lease payments, work commitments, rental payments and option payments, if any, may not be satisfied and could result in a loss of property ownership or earning opportunities for the Company. For the Company’s Mariana JV, a participating interest that is diluted to less than 5% will be converted to a 1% net smelter returns royalty (“NSR”). Dilution of the Company’s interest in the Mariana JV to less than 5% could, for example, occur if the Company is unable to fund itself to continue its cash call contributions to the extent required to maintain its shareholding in the JV above a certain level. Continued ability of the Company to fund these cash calls is therefore very important to maintaining its JV interest and to preserving and ultimately increasing shareholder value. As for many joint ventures, the financial or commercial interests of the majority partner do not always align with the financial or commercial interests of the joint venture as a whole, and there is a consequent risk that the Company, where it is the minority joint venture partner, will need to incur costs to endeavour to protect the joint venture’s financial and commercial interests and rights and to ensure good governance.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (cont’d...)
Financial instruments (cont’d...)
The Company is exposed to varying degrees to a variety of financial instrument related risks:
Credit risk
Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial assets including cash and receivables. The Company limits its exposure to credit risk on liquid financial assets through maintaining its cash with high-credit quality financial institutions. The Company considers that credit risk with respect to the receivables (Note 4) is minimal.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its obligations associated with its financial liabilities. The Company will endeavour to raise funds for future use from equity financings and other methods as contemplated by management to satisfy its capital requirements and will continue to depend heavily upon these financing activities. The Company is exposed to risk that it will encounter difficulty in satisfying these obligations on maturity. The Exploration Loan is secured by a promissory note.
There can be no assurance that the Company will be able to obtain required financing in the future on acceptable terms. The Company anticipates it will need additional capital in the future to finance ongoing exploration of its properties, such capital to be derived from the completion of other debt and/or equity financings. The Company has limited financial resources, has no source of operating income and has no assurance that additional funding will be available to it for future exploration and development of its projects, although the Company has been successful in the past in financing its activities through the previously mentioned financing activities. The ability of the Company to arrange additional financing in the future will depend, in part, on the prevailing capital market conditions and exploration success. In recent years, the securities markets have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur. Any quoted market for the common shares may be subject to market trends generally, notwithstanding any potential success of the Company in generating revenue, cash flows or earnings.
Market risk
- a) Interest rate risk
The Company’s exposure to interest rate risk arises from the interest rate impact on cash. The Company’s policy is to invest cash at floating rates of interest, in order to maintain liquidity, while achieving a satisfactory return for shareholders. There is minimal risk that the Company would recognize any loss as a result of a decrease in the fair value. The exploration loan bears a fixed, simple interest rate of 10% and the convertible debentures bear interest at a fixed rate of 15%.
- b) Price risk
The Company is exposed to price risk with respect to commodity prices, particularly lithium. The Company closely monitors commodity prices to determine the appropriate course of action to be taken by the Company.
INTERNATIONAL LITHIUM CORP.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
(Expressed in Canadian Dollars)
September 30, 2017
15. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (cont’d...)
Financial instruments (cont’d...)
Market risk (cont’d...)
c) Foreign currency risk
The Company’s operations are in Canada, Argentina, and Ireland. The international nature of the Company’s operations results in foreign exchange risk as transactions are denominated in foreign currency.
The Company’s operating expenses are incurred primarily in Canadian dollars. Exploration programs are in Canadian dollars. Activity in associates occurs in Argentina and Ireland and is denominated in US dollars, Argentinean Pesos and the Euro. The Company is also subject to fluctuations in the Euro, US dollar and Argentinean Peso in conducting exploration work and investment in Ireland and Argentina. Consequently, the Company’s investments and expenditures are subject to currency transaction risk and currency translation risk. The fluctuation of the Canadian dollar will, consequently, have an impact upon the reported profitability of the Company and may also affect the value of the Company’s assets and liabilities.
The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks at this time.
- CAPITAL MANAGEMENT
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration and development of its mineral properties, acquire additional mineral property interests and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk. In the management of capital, the Company includes the components of shareholders’ equity.The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue debt, acquire or dispose of assets or adjust the amount of cash.In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The annual and updated budgets are approved by the Board of Directors.The Company currently is not subject to externally imposed capital requirements. There were no changes in the Company’s approach to capital management.
- Liquidity and Capital Resources
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