Ultra Resources Announces Private Placement
February 26, 2021
Vancouver, BC – Ultra Lithium Inc. (TSX-V:ULT, OTCQB: ULTXF and Frankfurt: QFB) announces a non-brokered private placement of up to 15,000,000 units (“Units“) at a price of $0.11 per unit for gross proceeds of $1,650,000. Each Unit is comprised of one common share and one-half non-transferable common share purchase warrant (“Warrant”). Each whole Warrant will entitle the holder to purchase an additional common share of the Company at an exercise price of $0.20 per share for a period of one year from closing of the private placement provided that if the closing price of the common shares of the Company on any stock exchange or quotation system on which the common shares are then listed or quoted is equal to or greater than Cdn $0.25 for a period of ten (10) consecutive trading days, the Company will have the right to accelerate the expiry of the warrants by giving notice to the holders of the warrants that the warrants will expire at 4:30 p.m. (Vancouver time) on a date that is not less than ten (10) business days from the date notice is given. Finders fees may be payable with respect to a portion of the placement.
The proceeds from the Private Placement will be used to fund the exploration of the Company’s Argentine and Ontario properties and for general working capital purposes.
All securities issued under the private placement will be subject to a four month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada. Closing of the Private Placement is subject to acceptance by the TSX Venture Exchange.
Certain directors and officers may participate in the Private Placement. Such participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The related party transaction will be exempt from minority approval, information circular and formal valuation requirements pursuant to the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the gross securities to be issued under the Private Placement nor the consideration to be paid by the insiders will exceed 25% of the Company’s market capitalization. A material change report will be filed less than 21 days before the closing date of the transactions contemplated by this news release. The Company believes this shorter period is reasonable and necessary in the circumstances.
The Private Placement securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.
About Ultra Resources Inc.
Ultra Resources is an exploration and development company with a focus on the acquisition and development of gold, copper and lithium assets. The Company holds a brine lithium property in Argentina, and hard rock spodumene type lithium properties at the Georgia Lake / Forgan Lake area in northwestern Ontario, Canada. The Company also holds other gold and base metals properties in Argentina.
On behalf of the Board of Directors
Kiki Smith, CFO
For further information, please contact:
Kiki Smith, CFO
Or view the Company’s filings at www.sedar.com
Cautionary Statement Regarding “Forward-Looking” Information
Some of the statements contained in this press release are forward-looking statements and information within the meaning of applicable securities laws. Forward-looking statements and information can be identified by the use of words such as “plans”, “expects”, “intends”, “is expected”, “potential”, “suggests” or variations of such words or phrases, or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements and information are not historical facts and are subject to a number of risks and uncertainties beyond the Company’s control. 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 news release. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.
Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.