NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
May 1, 2019 – Pure Energy Minerals Limited (the “Company” or “Pure Energy”) (TSX.V: PE) is pleased to announce that it has reached agreement with subsidiaries of Schlumberger Limited (collectively, the “Investor”) on the terms of an earn-in agreement (the “Earn-In Agreement”) providing for the development of the Company’s Clayton Valley lithium project in Nevada (the “Clayton Valley Project”).
Under the Earn-In Agreement, the Company has granted an option (the “Option”) in favour of the Investor to acquire all of the Company’s interests in the Clayton Valley Project (the “Transaction”). The Investor may earn into the Option by constructing a pilot plant for the processing of lithium brine (the “Pilot Plant”) at its cost and expense. The Investor has a three-year period in which to exercise the Option (commencing on the receipt of the final federal and state permits required to construct the Pilot Plant) and may only exercise the Option if it has completed construction of the Pilot Plant and test work which achieves certain parameters.
Upon exercise of the Option, the Company will be entitled to a 3.0% net smelter returns royalty on minerals produced at the Clayton Valley Project and an advance minimum royalty payment of US$400,000 per year starting January 1, 2021 for a period of five years or until the Clayton Valley Project achieves commercial production.
The Transaction, which is the result of negotiations between arm’s length parties, is subject to the approval of Pure Energy shareholders and other customary conditions (including the approval of the TSX Venture Exchange). The Company has called an Annual General and Special Meeting of its shareholders for May 28, 2019 (the “Meeting”) to consider and approve the Transaction, and expects the Transaction to become effective shortly following the Meeting. The Company intends to mail an information circular in respect of the Meeting containing additional details regarding the Transaction to Pure Energy shareholders in the coming days.
Upon the Transaction becoming effective, the Investor has also agreed to invest US$1,500,000 in the Company on a private placement basis (the “Placement”) for 32,421,737 common shares to be issued at a price per common share of $0.0615. The Company intends to use the proceeds of the Placement to make certain property payments and for general corporate purposes. Upon the closing of the Placement, the convertible note in a principal amount of US$400,000 previously issued by the Company to the Investor will automatically convert into Pure Energy common shares (the “Conversion”). After giving effect to the Placement and the Conversion, the Investor will hold approximately 19.9% of Pure Energy’s issued and outstanding common shares.
The closing of the Placement and the Conversion is conditional upon the Earn-In Agreement becoming effective and the approval of the TSX Venture Exchange (in addition to other customary conditions). On closing, the Company and the Investor will enter into an investor rights agreement providing for, among other things, the right of the Investor to nominate one director to the board of directors of Pure Energy (the “Board”) and certain anti-dilution rights, in each case, for so long as the Investor holds at least 5% of the outstanding common shares of the Company.
About Pure Energy Minerals
Pure Energy Minerals is a lithium resource developer that is driven to become a low-cost supplier for the growing lithium battery industry. Pure Energy has consolidated a pre-eminent land position at its Clayton Valley Project in the Clayton Valley of central Nevada for the exploration and development of lithium resources, comprising 948 claims over 23,360 acres (9,450 hectares), representing the largest mineral land holdings in the valley. Pure Energy’s Clayton Valley Project adjoins and surrounds on three sides the Silver Peak lithium brine mine operated by Albemarle Corporation.
The Company has completed a Preliminary Economic Assessment (“PEA”) for the Clayton Valley Project (news releases of June 26, 2017 and April 5, 2018) which includes an updated resource calculation and a preliminary economic evaluation. The economic analysis presented in the PEA is based upon inferred mineral resources only. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that the Project envisioned by the PEA will be realized.
The Company and its technical consultants have also completed the basic design for the proposed pilot plant which could cost an estimated $15 to $25 million US dollars (news release of May 31, 2018). The lithium-bearing brines identified at the Clayton Valley Project are of high quality with very low impurity levels, and have been shown by small scale pumping tests to be amenable to conventional extraction. Pure Energy has received a finite-term water right permit from the Nevada Department of Water Resources which is sufficient for construction and operation of the envisioned pilot plant and testing of brines (news release of January 3, 2019).
Walter Weinig, Professional Geologist and Qualified Person as designated by the Mining and Metallurgical Society of America (MMSA registration #01529QP), is a qualified person as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects and supervised the preparation of the scientific and technical information that forms the basis for this news release. Mr. Weinig is not independent of the Company, as he is a former officer.
ON BEHALF OF THE BOARD
“Mary L. Little”
Mary L. Little
Pure Energy Minerals Limited (www.pureenergyminerals.com)
Telephone: 604 608 6611
Cautionary Statements and Forward-Looking Information
The information in this news release contains forward looking information within the meaning of applicable securities laws. Often, but not always, forward looking information can be identified by the use of words such as “will”, “expects”, “intends” and similar expressions as they relate to the Company. In particular, this press release contains forward-looking information relating to the exploration and development of the Clayton Valley Project and the proposed transactions with the Investor. Forward looking information pertaining to the Company is subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking information. Factors that could cause such differences include: changes in world commodity markets, equity markets, costs and supply of materials relevant to the mining industry and changes to regulations affecting the mining industry. Although we believe the expectations reflected in our forward-looking statements are reasonable, results may vary, and we cannot guarantee future results, levels of activity, performance or achievements.
The Company does not undertake to update any forward-looking information, except as required by applicable laws.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“), or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined under the U.S. Securities Act) absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.