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Not for Distribution to United States Newswire Services or for Dissemination in The United States
VANCOUVER, BC – TheNewswire - September 2, 2022 - One World Lithium Inc. (CSE:OWLI) (OTC:OWRDF) (the "Company" or "OWL") today announces a non-brokered private placement up to 12,000,000 units (each, a "Unit") of the Company at a price of $0.05 per Unit for gross proceeds of up to $600,000 with (the "Offering"). All funds are stated in Canadian dollars.
Each Unit will consist of one common share of the Company (each, a "Common Share") and one non-transferable Common Share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.08 for a period of 36 months from the closing of the Offering.
There is no minimum number of Units or minimum aggregate proceeds required to close the Offering and the Company may, at its discretion, elect to close the Offering in one or more closings. Management anticipates that the Company will allocate the net proceeds of the Offering as follows: continued property expansion costs of approximately $50,000; on going lab testing of the Company's Critical Fluid Separation Technology costs of approximately $400,000; and the balance for working capital.
The Company may pay a finder's fee in connection with the Offering. Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the closing of the Offering in accordance with applicable securities legislation.
A portion or all of the Offering may be completed pursuant to Multilateral CSA Notice 45-313 – Prospectus Exemption for Distributions to Existing Security Holders ("CSA 45-313") and the corresponding blanket orders and rules implementing CSA 45-313 in the participating jurisdictions in respect thereof (collectively with CSA 45-313, the "Existing Security Holder Exemption"). 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.
Subject to applicable securities laws, the Company will permit each person or company who, as of September 1, 2022 (being the record date set by the Company pursuant to CSA 45-313), who holds Common Shares as of that date to subscribe for the Units that will be distributed pursuant to the Offering, provided that the Existing Security Holder Exemption is available to such person or company. Qualifying shareholders who wish to participate in the Offering should contact the Company at the contact information set forth below. In the event that aggregate subscriptions for Units under the Offering exceed the maximum number of securities to be distributed, then Units will be sold to qualifying subscribers on a pro rata basis based on the number of Units subscribed for. Insiders may participate in the Offering.
In addition to the Existing Security Holder Exemption, 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 45-318") and the corresponding blanket orders and rule implementing CSA 45- 318 in the participating jurisdictions in respect thereof (collectively with CSA 45-318, the "Investment Dealer Exemption"). As at the date hereof, the Investment Dealer Exemption is available in each of Alberta, British Columbia, Saskatchewan, Manitoba and New Brunswick. Pursuant to CSA 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.
In addition to conducting the Offering pursuant to the Existing Security Holder Exemption and the Investment Dealer Exemption, the Offering will also be conducted pursuant to other available prospectus exemptions.
None of the securities issued in connection with the Offering will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there by any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.
Stock Option Grants
The Company also announces that is has granted incentive stock options to a director and officer of the Company and five consultants of the Company to purchase up to an aggregate of 2,700,000 Common Shares of the Company (each, an "Option"). The Options are exercisable on or before September 2, 2024 at a price $0.065 per Common Share and are fully vested. All Options were granted in accordance with the Company's Stock Option Plan.
About One World Lithium
One World Lithium Inc. remains focused on properties of merit that may contain lithium carbonate in a brine. The Company is also focused on commercial application of the DOE's separation technology. OWL intends to license or joint venture its technology to current and future lithium carbonate producers. For more information, visit: https://oneworldlithium.com/.
On behalf of the Board of Directors of One World Lithium Inc.,
"Douglas Fulcher"
President and Chief Executive Officer
For further information please visit www.oneworldlithium.com or email info@oneworldlithium.com
or call 1-888-280-8128
Forward-Looking Information: This press release may include forward looking information within the meaning of Canadian securities legislation. Forward looking information is based on certain key expectations and assumptions made by the management of the OWL, including any statements regarding beliefs, plans, expectations or intentions regarding the future, including, but not limited to: the OWL's ability to close the Offering and, in connection therewith, receive the necessary, corporate, shareholder, or regulatory approvals, as applicable; the availability of certain prospectus exemptions to potential investors as stated herein; and the intention of OWL to proceed with the advancement of lithium properties and the DOE's new critical separation technology and intent to license or joint venture the technology to current and future lithium carbonate producers. Although OWL believes that the expectations and assumptions on which such forward looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because OWL can give no assurance that they will prove to be correct. Forward looking statements contained in this press release are made as of the date of this press release. OWL disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from the those anticipated in such statements. Accordingly, important factors that could cause actual results to differ materially from the Company's expectations including, but not limited to: (I) OWL's inability to execute its business plan and raise funds to close the Offering; (II) OWL's inability to prove-up and commercialize the NETL patent and separation technology; (III) risks and market fluctuations common to the mining industry and lithium sector in particular; (IV) advancement in new separation technologies; and (v) other risks outside the direct control of OWL. The ongoing conflict between Russian and the Ukraine also poses continuing risks that are currently indescribable and immeasurable. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect and is advised not to place undue reliance on any forward-looking information contained in this press release.
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
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