Sigma Lithium Announces C $ 64.2 Million Managed Fund and Account Investment by BlackRock, Further Increasing its Previously Announced Private Placement by 60% to C $ 136.7 Million
VANCOUVER, BC, December 17, 2021 / PRNewswire / – Sigma Lithium Corporation (NASDAQ: SGML, TSXV: SGML) (“Sigma Lithium“or the”Society“) is pleased to announce that the funds and accounts managed by BlackRock (“Black rock“) will make an additional total investment in the Company of approximately C $ 64.2 million. This additional investment increases the size of its previously announced non-middleman private placement (the “”Offer“) around CAN $ 136.7 million.
The Company now intends to issue from cash a total of approximately 11,634,137 common shares of the Company (“Ordinary actions“) (compared to approximately 7,234,042 previously announced common shares), to be issued at the previously announced price of CA $ 110.75 per common share (the “Issue price“) for an anticipated total gross product of approximately CA $ 136.7 millions (against 85 million Canadian dollars previously announced).
The Company, which is dedicated to powering the next generation of electric vehicle batteries with environmentally sustainable and high purity lithium, expects to use the net proceeds of the Offering, at the Company’s sole discretion, as follows:
- To fully finance the construction of its phase 1 production plant and mine,
- To continue the development of phases 2 and 3 of its wholly owned Grota do Cirilo project, and
- For general corporate purposes.
BlackRock should invest CA $ 64,224,994 (or around US $ 50,000,000) representing approximately 5.5% of the issued and outstanding Common Shares following completion of the Offering and the Secondary Transaction (as defined below). The material conditions of BlackRock’s investment are as follows:
- Primary investment: As part of the offer, BlackRock has agreed to purchase 4,372,766 common shares to be issued from the Company’s treasury at the issue price for an aggregate subscription price of approximately CA $ 51,380,000.
- Secondary transaction: BlackRock has also agreed to purchase 1,093,191 ordinary shares at the issue price of the Company’s largest shareholder, A10 Investimentos Fundo de Investimento de Ações – Investimento No Exterior (the “Fund A10“) for a global purchase price to Fund A10 of CA $ 12,844,994 (the “Secondary transaction“), representing 2.25% of the shares of the A10 Fund in Sigma Lithium.
- In connection with the investment, BlackRock has agreed to a 120 day hold period following the closing date of the investment on all common shares acquired by BlackRock.
Following the completion of the Offering and the Secondary Transaction, Fund A10 is expected to hold 47,400,718 common shares, representing approximately 47.7% of the issued and outstanding common shares (46.6% on a partially diluted basis).
Prior to the completion of the Offering and the Secondary Transaction and as of the date hereof, Fund A10 holds 48,493,909 common shares, representing approximately 55.3% of the issued and outstanding common shares (53.9% on a partially diluted).
The sale of common shares of Fund A10 to BlackRock is made on the basis of a strategic discussion with the Company and allows BlackRock to increase its stake in the Company without further dilution for the shareholders of the Company.
The A10 Fund is managed by A10 Investimentos, certain officers of which are directors, officers or significant indirect shareholders of the Company. The A10 Fund may from time to time increase or decrease its ownership, control or direction, direct or indirect, over the ordinary shares or other securities of the Company through market transactions, private agreements , dilution by third party subscriptions of cash or otherwise. If applicable and whether the secondary trade is completed as indicated above, in accordance with National Instrument 62-103 respecting Early Warning Systems and the Requirements for Takeover Bids and Insider Reporting (“Regulation 62-103“), A10 Investimentos will file an early warning report (the”Early warning report“) on the Company’s SEDAR profile at www.sedar.com.
The Offer and the Secondary Transaction are expected to close on or about 22 December 2021, in one or two tranches, and are subject to certain conditions, including, but not limited to, obtaining all necessary approvals, including approval from the TSX Venture Exchange.
The Company has entered into an agreement with A10 Serviços Especializados de Avaliação de Empresas Ltda. (the “Notice A10“) to provide services with respect to the Offer, and A10 Advisory will be entitled to finder’s compensation for purchases made by the underwriters it presents. Certain officers of A10 Advisory are directors, officers or significant indirect shareholders of the Company Common shares will be offered externally United States in accordance with Regulation S of the US Securities Act of 1933, as amended (the “Law of 1933“).
This press release does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of the Common Shares in United States. The securities offered have not been and will not be registered under the 1933 Act and may not be offered or sold in United States the lack of registration or an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws. Common shares are issued by the Company in jurisdictions outside of Canada and United States in accordance with the securities laws of those jurisdictions.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of Common Shares in connection with the Offering, or the secondary transaction, in any Jurisdiction. where such an offer, solicitation or sale would be illegal. .
ABOUT SIGMA LITHIUM
Based at Canada, Sigma Lithium (NASDAQ: SGML, TSXV: SGML) is dedicated to powering the next generation of electric vehicle batteries with environmentally friendly and high purity lithium, developing with an ESG-centric strategy, a company integrated lithium industry leader in the Americas. Sigma is developing the largest hard rock lithium spodumene deposits in the Americas, located in its wholly-owned Grota do Cirilo project in Brazil.
The company has transformed these spodumene into green, durable battery grade lithium for three years, achieving certification status from the world’s largest battery manufacturers. Sigma has unique and differentiated environmental and social sustainability practices: the project will be powered by clean and renewable energy. The treatment plant will use state-of-the-art water recirculation circuits combined with dry storage tailings management, to reuse 100% of the water and not create tailings dams. Sigma sponsored a private agency to promote further investment in the region and encouraged initiatives both to create sustainable economic development while lifting the community out of poverty.
With a goal of zero net carbon emissions by 2024, the company has consistently adhered to the highest standards of environmental, social and governance practices, established as part of its primary goal when it was founded in 2012. For more information on Sigma Lithium, visit www. sigmalithiumca.com.
SOCIAL MEDIA SIGMA LITHIUM:
A copy of the early warning report can be obtained by contacting the persons above.
This press release includes certain “forward-looking information” under applicable Canadian and US law. the secondary transaction, the filing (if any) of alert reports under NI 62-103, the use of the proceeds of the offering, the receipt of approvals from the TSX Venture Exchange, the operation of the processing plant, the Company’s ability to complete construction and begin commercial production on time and on budget, achieve net zero carbon, the Company’s general business and operational outlook and other forward-looking information. All statements that deal with future plans, activities, events or developments that the Company believes, anticipates or anticipates will occur or could occur are forward-looking information, including statements regarding the potential development of the Company. mineral resources and mineral reserves that may or may not occur. The forward-looking information contained in this document is based on certain assumptions concerning, among others: general economic and political conditions; the stable and favorable legislative, regulatory and community environment in the jurisdictions in which the Company operates; trends and anticipated effects with respect to the COVID-19 pandemic and the post-pandemic; the demand for lithium, including the fact that this demand is supported by the growth of the electric vehicle market; the Company’s position in the market and its future financial and operational performance; the Company’s estimates of mineral resources and mineral reserves, including whether the mineral resources will ever be developed into mineral reserves; and the Company’s ability to develop and achieve production in its mining projects. Although management believes that the assumptions and expectations reflected in the forward-looking information are reasonable, there can be no assurance that these assumptions and expectations will prove to be correct. Forward-looking information inherently involves and is subject to risks and uncertainties, including, but not limited to, the fact that the Company may not develop its mining projects into commercial mining; lithium market prices may not stay at current levels; and the market for electric vehicles and other large format batteries currently has a limited market share and no guarantee can be given as to the rate at which this market will develop, if any, which could affect the success of the Company and its ability to develop lithium operations. 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. Therefore, readers should not place undue reliance on forward-looking information. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. For more information on the risks, uncertainties and assumptions that could cause our actual results to differ from current expectations, please refer to the Company’s current annual information form and other public documents available under the Company’s profile. Company at address www.sedar.com.
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 press release.
SOURCE Sigma Lithium