VANCOUVER, May 31, 2017 /CNW/ - Lithium X Energy Corp. (the "Company") (TSXV: LIX) (OTCQX: LIXXF) is pleased to announce that it has completed the previously-announced transactions with Pure Energy Minerals Limited ("Pure Energy"), consisting of the sale of its interests in Nevada (the "Sale") and its subscription for 3.571 million Pure Energy units for at a total subscription cost of C$2 million (the "Subscription").
The Sale and Subscription were completed on the terms previously announced by the Company on May 11, 2017. Completion of the Sale and the Subscription results in the Company participating in Nevada's Clayton Valley solely through its holding of 19.99% of Pure Energy's outstanding common shares and Pure Energy share purchase warrants that, if exercised immediately, would increase the Company's ownership interest to 22.5%. The Company has agreed not to exercise any share purchase warrants of Pure Energy if, upon exercise, the Company would become a 'Control Person' (as such term is defined in the policies of the TSX Venture Exchange) unless Pure Energy has obtained the prior approval of its shareholders and of the TSXV, as applicable.
The Company continues to be fully funded for all current work programs, with approximately C$22.5 million in cash and no debt.
On completion of the Sale and the Subscription, the Company holds a total of 23,609,620 common shares of Pure Energy and 3,808,004 share purchase warrants, exercisable for a period of 3 years (subject to acceleration) entitling Lithium X to acquire 3,808,004 common shares of Pure Energy at a price of C$0.75 per common share. The Units (each consisting of one common share of Pure Energy and one half of a share purchase warrant) were purchased from Pure Energy's treasury at a price of C$0.56 per Unit. The remaining 20,038,182 common shares of Pure Energy and 2,022,290 share purchase warrants were issued by Pure Energy to the Company in consideration for the sale of the Company's Nevada interests to Pure Energy. Other than the securities issued by Pure Energy under the Sale and the Subscription, the Company holds no other securities of Pure Energy, and is not acting jointly or in concert with any other person. The Company will be holding its interest in Pure Energy solely for investment purposes. The Company has entered into an investor rights agreement (the "Investor Rights Agreement") with Pure Energy which provides that, for so long as the Company maintains a 5% partially-diluted interest, it shall have: (i) a right maintain its pro rata ownership interest in Pure Energy; and (ii) a right to nominate one director to Pure Energy's board. The Investor Rights Agreement also provides that the Company will vote in favour of all matters proposed by management of Pure Energy for a period of 24 months. The Company has also agreed to hold periods in respect of the securities it received on the Sale (all of the warrants and 50% of the common shares are released after one year, with an additional 12.5% of the common shares being released every three months thereafter). Finally, the Investor Rights Agreement contains certain restrictions on the manner of disposition of any common shares of Pure Energy held by the Company to facilitate their orderly sale.
ABOUT LITHIUM X ENERGY CORP.
Lithium X Energy Corp. is a lithium exploration and development company with a goal of becoming a low-cost supplier for the burgeoning lithium battery industry. The Company holds two projects in in the prolific "Lithium Triangle" in mining friendly Salta province, Argentina as well as participating in the Clayton Valley in Nevada through its ownership interest in Pure Energy Metals Limited ("Pure Energy"). The Company's flagship project is the Sal de los Angeles lithium brine project, in which it owns a 50% interest, with an option to acquire up to 80%. The project consists of 8,154 hectares covering 95% of Salar de Diablillos, and has an NI 43-101 mineral resource estimate of 1.037 million tonnes of lithium carbonate equivalent in the indicated category and 1.007 million tonnes of lithium carbonate equivalent in the inferred category. The Company's second Argentinian project, the Arizaro lithium brine project, consists of 33,846 hectares covering part of the western and eastern portions of the Salar de Azario, one of the largest known salt lakes in the world. In Nevada, the Company consolidated its Clayton Valley holdings with those held by Pure Energy, in the process becoming Pure Energy's largest shareholder, holding 19.99% of Pure Energy's outstanding common shares and share purchase warrants that, if exercised immediately, would increase its ownership interest to 22.5%. Pure Energy's combined holdings in Clayton Valley consist of more than 10,500 hectares (approximately 26,300 acres).
For additional information about Lithium X Energy Corp., please visit the Company's website at www.lithium-x.com or review the Company's documents filed on www.sedar.com. Join the Company's email list at http://lithium-x.com/subscribe.
ON BEHALF OF THE BOARD OF DIRECTORS
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 adequacy or accuracy of this news release.
This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively "forward-looking statements"). Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "expects", "believes", "aims to", "plans to" or "intends to" or variations of such words and phrases or statements that certain actions, events or results "will" occur.. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed by such forward-looking statements or forward-looking information, including the business of the Company, the speculative nature of mineral exploration and development, fluctuating commodity prices, competitive risks, and delay, inability to complete a financing or failure to receive regulatory approvals. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward looking information. The Company does not undertake to update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.
SOURCE Lithium X Energy Corp.
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