Western Lithium Announces Funding Partner Bangchak Petroleum
RENO, NEVADA--(Marketwired - Jun 25, 2015) - Western Lithium USA Corp. ("Western Lithium" or "the Company") (TSX:WLC)(OTCQX:WLCDF) is pleased to announce that it has entered into a subscription agreement for a non-brokered private placement with an affiliate of Bangchak Petroleum Public Company Limited ("Bangchak") initially for gross proceeds of US$5 million, which will be funded in two tranches. Bangchak, subject to its Board approval, has a co-investment right to increase their equity ownership position in Western Lithium to up to 19.9% through additional equity investment in Western Lithium during the next development stages of the Company's business.
Bangchak is a public company in Thailand, whose major shareholders are the State of Thailand, Ministry of Finance, Vayupak Fund 1 and Social Security Fund. Bangchak operates over 1,000 service gas stations, and is a progressive oil refiner, based in Thailand, that has a vision to operate a petroleum company with a green energy outlook. Bangchak was an industry leader in 2002 when it first launched its biofuel products. Since 2013, Bangchak has entered the solar power energy generation business and has increased its installed solar power capacity to 118 MW. Bangchak plans to go to 500 MW of electrical generation capacity from renewable energy by 2020. Bangchak has recognized lithium's role as a key raw material to supply the growth of lithium-ion batteries used for electric and hybrid vehicles, stationary storage and consumer electronics.
"When we visited Bangchak's refinery and solar panel operations in Thailand, we recognized their progressive outlook to pursue alternative energy projects and operational excellence," said Jay Chmelauskas, CEO of Western Lithium. "We welcome a long term shareholder, with similar vision as Western Lithium to advance better energy solutions, that intends to provide additional capital to our Company as we develop our businesses."
The initial tranche of US$1.5 million will be funded pursuant to the issuance of 2,676,214 subscription receipts at a price of CDN$0.70 that will each be convertible into one common share of the Company following satisfaction of all Toronto Stock Exchange ("TSX") listing requirements, including shareholder approval. The second tranche of US$3.5 million will be funded pursuant to the issuance of 6,244,500 subscription receipts at a price of CDN$0.70 that will each be convertible into one common share of the Company following satisfaction of certain conditions, including, but not limited to, satisfaction of all TSX listing requirements, including shareholder approval and completion of trial runs for the production of high purity lithium carbonate at its demonstration plant in Germany in the fall of 2015. The gross proceeds from the issuance of the first tranche and second tranche subscription receipts will be deposited and held in escrow and will be released concurrent with the conversion of the subscription receipts.
In addition, if Western Lithium enters into a transaction prior to January 31, 2018 in which it issues no less than $100 million of securities, Bangchak has a co-investment right in which it can concurrently acquire the same securities at the same price as the $100 million transaction, such that it will hold up to 19.9% of issued capital. If Western Lithium does not complete such a transaction by that date, then Bangchak has a one-time option to purchase common shares up to 19.9% at the prevailing market price. This option would expire upon commencement of a take-over bid.
The issuance of the subscription receipts is expected to occur on or about July 2, 2015; the first tranche is expected to convert towards the end of August 2015 and the second tranche is expected to convert in the fall of 2015. The transaction is subject to TSX approval. To the extent that Western Lithium issues shares or convertible securities prior to the earlier of the first tranche conversion date and September 7, 2015 at a price of less than CDN$0.70, Bangchak will be entitled to convert its subscription amount under the subscription receipts into common shares at that same price.
About The Bangchak Petroleum Public Company Limited
With a business culture of Sustainable Business Development in Harmony with the Environment and Society, Bangchak Petroleum Public Company Limited was established to conduct its energy business since 1984 and strives to strike a balance between business value and social and environmental value. To this end, it has constantly applied the Sufficiency Economy philosophy, corporate governance, and social responsibility concept to business management for goal achievement. Bangchak has begun to move into oversea investments to secure national energy and grow sustainable value.
About Western Lithium
Western Lithium is developing its Kings Valley, Nevada, lithium deposit into a strategic, scalable and reliable source of high quality lithium products. The Company is positioning itself as a major U.S.-based supplier to support the rising global demand for lithium that is expected from the increased use of hybrid/electric vehicles, consumer electronics, and consumer and industrial lithium battery storage applications. In addition, Western Lithium is pursuing the opportunity to be a supplier of specialty drilling additive, Hectatone™ and potentially other organoclays for the oil and gas and other industries.
Forward-looking statements
Statements in this release that are forward-looking information are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in the company's periodic filings with Canadian securities regulators. When used in this document, the words such as "expect," "believe," "planned", "scheduled," "targeting" and similar expressions is forward-looking information. Information provided in this document is necessarily summarized and may not contain all available material information.
Statements in this release that constitute forward-looking statements or information include, but are not limited to (i) closing of the subscription receipt offering; (ii) receipt of all required regulatory and shareholder approvals; (iii) satisfaction of conditions to, and timing of, the conversion of the subscription receipts; (iv) future investments by Bangchak; (v) exercise by Bangchak of the co-investment right and option; (vi) adjustments to the subscription receipts if the Company issues shares or convertible securities at a price of less than CDN$0.70 prior to the earlier of the first tranche conversion date and September 7, 2015; (vii) the potential to become a supplier of lithium products to battery manufacturers and a supplier of specialty drilling additive, Hectatone™ and potentially other organoclays for the oil and gas and other industries; and (viii) financial support from a funding partner.
All such forward-looking information and statements are based on certain assumptions and analyses made by Western Lithium management in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. These statements, however, are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information or statements. Important factors that could cause actual results to differ from these forward-looking statements include those described under the heading "Risks Factors" in the Western Lithium's most recently filed MD&A. The company does not intend, and expressly disclaims any obligation to, update or revise the forward-looking information contained in this news release, except as required by law. Readers are cautioned not to place undue reliance on forward-looking information or statements.
Contact
Western Lithium USA Corp.
Investor Relations
778-656-5820
604-629-0726
info@westernlithium.com
www.westernlithium.com