Spearmint Resources Inc. (“SRJ” or the “Company”) (SRJ—TSX.V) (SPMTF—OTCBB) (A2AHL5–FSE) announces that it is amending the private placement announced December 7, 2017 to include additional security exemptions with respect to the Offering. Terms of the placement is to issue up to 3,846,154 flow-through units (the “FT Units”) at a price of $0.065 per FT Unit for total gross proceeds of up to $250,000 and a private placement of up to 15,000,000 non flow-through units (the “NFT Units”) at a price of $0.05 per NFT Unit for total proceeds of $750,000. Each FT Unit will consist of one flow-through common share (a “FT Share”) and one non-flow through transferable share purchase warrant (a “FT Warrant”). Each FT Warrant will entitle the holder to purchase one non-flow through common share (a “FT Warrant Share”) at a price of $0.10 for two years from the closing date. Each NFT unit will consist of one common share (a “NFT Share”) and one transferable share purchase warrant (a “NFT Warrant”). Each NFT Warrant is exercisable to purchase an additional common share (a “NFT Warrant Share”) at a price of $0.08 for a period of three years from the closing date. The private placement is subject to approval of the TSX Venture Exchange.
Spearmint Resources plans to rely upon the existing security holder exemption (the “Existing Security Holder Exemption”) found in BC Instrument 45-534 Exemption from prospectus requirement for certain trades to existing security holders (“BC Instrument 45-534”) and as further described in Multilateral CSA Notice 45-313 – Prospectus Exemption for Distributions to Existing Security Holders (published March 13, 2014) or analogous exemptions in each of the applicable permitted jurisdictions for shareholders of record as of December 7, 2017, as well as other exemptions. As at the date hereof, the Existing Security Holder Exemption is available in each of the provinces of Canada, with the exception of Newfoundland and Labrador. A finder’s fee may be paid in accordance with regulatory policies.
In addition to the Existing Security Holder Exemption and other available prospectus exemptions, a portion or all of the Offering may be completed pursuant to Multilateral CSA Notice 45-318, Prospectus Exemption for Certain Distributions through an Investment Dealer (“CSA Notice 45-318”), and the corresponding blanket orders and rules implementing CSA Notice 45-318 in the participating jurisdictions in respect thereof. As at the date hereof, the exemption available under CSA Notice 45-318 (the “Investment Dealer Exemption”) is available in each of Alberta, British Columbia, Saskatchewan, Manitoba and New Brunswick. Pursuant to CSA Notice 45-318, each subscriber relying on the Investment Dealer Exemption must obtain advice regarding the suitability of the investment from a registered investment dealer. There is no material fact or material change of the Company that has not been generally disclosed.
As required by BC Instrument 45-534 and CSA Notice 45-318, the attached table sets out the intended use of proceeds of the Offering on a percentage basis. The intended uses of proceeds and/or the Company’s development capital needs may vary based upon a number of factors.
Fund allocation is as follows:
Work program in Nevada 30%
Work on BC golden Triangle Properties
and Quebec Vanadium 25%
Working capital 45 %
Unless the Company determines to increase the size of the Offering, if subscriptions received for the Offering based on all available exemptions exceed the Offering amount of $1,00,000, Units will be allocated pro rata amongst all subscribers qualifying under all available exemptions.
If you are an existing security holder or qualified person with respect to the Existing Security Holder Exemption or the Investment Dealer Exemption noted above and you have interest in this Offering please call or email the Company.
James Nelson, President of Spearmint states, “With this placement we will be in a position to immediately start work in Nevada on our lithium property and in Quebec on the vanadium assets. Our neighbours have had success recently on the Nevada lithium clay and brine projects and we are very optimistic about our prospects in Nevada. Our vanadium assets in Quebec are all in the vicinity of BlackRock Metal’s (private) Ilmenite Vanadium Project. We feel that lithium is at the forefront of the battery metals sector as the electric car market is exploding and that vanadium grid storage growth is in the early stages of a bull market. We look forward to a very active 2018.”
If you have any questions regarding this placement, please feel free to call or email with any inquiries. firstname.lastname@example.org or 604 646 6903.
Spearmint’s current projects include a portfolio of lithium prospects in the Clayton Valley of Nevada, comprising of two claim blocks totaling 800-acres bordering Pure Energy Minerals (PE.v) & Cypress Development Corp. (CYP.v). We also have three lithium projects in Quebec, including the 4,485-acre ‘Pressiac Lithium Prospect’, the 524-acre ‘Whabouchi Lakes Lithium Prospect’, and the 2,636-acre ‘Whabouchi Lakes West Lithium Prospect’ in the vicinity of Nemaska Lithium Inc. (NMX.t) & Critical Elements Corp. (CRE.v).
Spearmint’s ‘Chibougamau Vanadium Prospects’ comprise of five separate claim blocks totalling 9,735-acres bordering, or in the direct vicinity of, the vanadium deposit of BlackRock Metal’s (private) Ilmenite vanadium project, Vanadiumcorp Resource Inc. (VRB.v) and Vanadium One Energy Corp. (VONE.v).
Spearmint’s current projects also include three areas of focus on gold in British Columbia; the ‘Golden Triangle Gold Prospects’ comprising of four separate claim blocks totaling 4,095-acres bordering GT Gold Corp (GTT.v), the ‘Gold Mountain Prospects’ comprising of three separate claim blocks totaling 1,245-acres bordering Barkerville Gold Mines (BGM.v), and the 3,052 acre ‘Neba Prospect’ bordering Aben Resources Ltd (ABN.v). Spearmint’s 8,482 acre ‘EL North’ Nickel-Copper Prospect is a contiguous land package that includes the ‘EL North, EL North 2.
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Spearmint Resources Inc.
Neither the TSX Venture Exchange Inc. nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this press release.