Global Energy Metals Receives Approval for Repriced Warrants and Announces Warrant Exercise Incentive Program

2023-01-16 / @thenewswire

(TheNewswire)

Vancouver, BC - TheNewswire - January 16, 2023 - Global Energy Metals Corporation TSXV:GEMC | OTC:GBLEF | FSE:5GE1 (“Global Energy Metals”, the “Company” and/or “GEMC”), multi-jurisdictional, multi-commodity critical mineral exploration and development company focused on growth-oriented battery metal projects supporting the global transition to clean energy, announces that further to the Company's news release dated December 19, 2022, the Company has received the approval from the TSX Venture Exchange (the “Exchange”) to amend the terms of the 13,506,500 share purchase warrants ("Warrants") that were issued pursuant to three non-brokered private placements that closed in September 2020, May 2021 and March 2022.

The exercise price of the Warrants is now $0.08. The Warrants are subject to an accelerated expiry provision such that if, for any 10 consecutive trading days (the "Premium Trading Days") during the unexpired term of the Warrants, the closing price of the common shares ("Common Shares") exceeds the acceleration price of $0.10, the exercise date will be accelerated to thirty (30) calendar days (the "Acceleration Clause"). The activation of the Acceleration Clause will be announced by press release and the 30-day period will commence 7 days after the last Premium Trading Day.

Also, further to the Company's news release of the same date, the Company will now proceed to make an application for Exchange approval for a warrant exercise incentive program, (the "Incentive Program") designed to encourage the early exercise of the Warrants.

Under the Program, the Company will offer an inducement to each Warrant holder that exercises their Warrants on or before the date that is 30 days from Exchange acceptance of the Incentive Program (the "Early Exercise Period"), by the issuance of one additional common share purchase warrant (an "Incentive Warrant") for each Warrant exercised early. Each Incentive Warrant will entitle the holder to purchase one additional Common Share for a period of 12 months from the date of issuance of such Incentive Warrant, at a price of $0.15. The Program will expire on the 30th day after Exchange approval of the Incentive Program at 4:00 p.m. (Vancouver time) (the "Early Exercise Expiry Date").

The Incentive Warrants will be subject to a four month hold period from the date of issuance and will include a warrant acceleration provision by which the Company will be permitted to accelerate the expiry date of the Incentive Warrants if the closing price of the Company's Common Shares on the Exchange remains at or above $0.20 for a period of ten consecutive days (the "Acceleration Event").

In the event the Company exercises the Acceleration Event (by disseminating a news release advising of the Acceleration Event), holders will have 30 days to exercise the Incentive Warrants, after which the unexercised Incentive Warrants will be void and of no effect.

If all of the Warrants are exercised during the Early Exercise Period, GEMC expects to:

Receive gross proceeds of approximately $1,080,520 on or before the Early Exercise Expiry Date;
Issue up to 13,506,500 common shares pursuant to the exercise of the Warrants by holders in accordance with the original terms of the Warrants; and
Issue up to 13,506,500 Incentive Warrants to Warrant holders pursuant to the early exercise of the Warrants on or before the Early Exercise Expiry Date.

The terms and conditions of the Program and the method of exercising Warrants pursuant to the Program will be set forth in a letter which will be delivered to the registered e-mail address of each Warrant holder, posted on SEDAR and will be made available on the Company's website at www.globalenergymetals.com.

Holders of Warrants who elect to participate in the Program will be required to deliver the following to the Company on or prior to 4:00 p.m. (Vancouver time) on the Early Exercise Expiry Date.

a duly completed and executed Exercise Form, in the form which accompanies the certificate representing the Warrants;
the original certificate representing the Warrants being exercised; and
the applicable aggregate exercise price payable to the Company by way of certified cheque, money order, bank draft, or wire transfer in lawful money of Canada.

To the extent that holders of the Warrants take advantage of the opportunity to exercise their Warrants early, this will strengthen Global Energy’s current cash position and provide the Company with additional working capital to meet its on-going business obligations.

The transaction is subject to the receipt of all final regulatory approvals, including the approval of the Exchange. Any Warrants that are not exercised prior to the Early Exercise Expiry Date will remain outstanding and continue to be exercisable for Common Shares on their existing terms.

The Warrants were originally issued by the Company as part of a unit issued in connection with private placement financings completed in September 2020, May 2021 and March 2022. The underlying Common Shares and Incentive Shares to be issued pursuant to the exercise of the Warrants have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other jurisdiction.

Global Energy Metals Corporation

(TSXV:GEMC | OTCQB:GBLEF | FSE:5GE1)

Global Energy Metals Corp. offers investment exposure to the growing rechargeable battery and electric vehicle market by building a diversified global portfolio of exploration and growth-stage battery mineral assets.

Global Energy Metals recognizes that the proliferation and growth of the electrified economy in the coming decades is underpinned by the availability of battery metals, including cobalt, nickel, copper, lithium and other raw materials. To be part of the solution and respond to this electrification movement, Global Energy Metals has taken a ‘consolidate, partner and invest’ approach and in doing so have assembled and are advancing a portfolio of strategically significant investments in battery metal resources.

As demonstrated with the Company’s current copper, nickel and cobalt projects in Canada, Australia, Norway and the United States, GEMC is investing-in, exploring and developing prospective, scaleable assets in established mining and processing jurisdictions in close proximity to end-use markets. Global Energy Metals is targeting projects with low logistics and processing risks, so that they can be fast tracked to enter the supply chain in this cycle. The Company is also collaborating with industry peers to strengthen its exposure to these critical commodities and the associated technologies required for a cleaner future.

Securing exposure to these critical minerals powering the eMobility revolution is a generational investment opportunity. Global Energy Metals believes Now is the Time to be part of this electrification movement.

For Further Information:

Global Energy Metals Corporation

#1501-128 West Pender Street

Vancouver, BC, V6B 1R8

Email: info@globalenergymetals.com

t. + 1 (604) 688-4219

www.globalenergymetals.com

Twitter: @EnergyMetals | @USBatteryMetals | @ElementMinerals

Cautionary Statement on Forward-Looking Information:

Certain information in this release may constitute forward-looking statements under applicable securities laws and necessarily involve risks associated with regulatory approvals and timelines. Although Global Energy Metals believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Except as required by law, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

GEMC’s operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of illness caused by COVID-19. It is not possible to accurately predict the impact COVID-19 will have on operations and the ability of others to meet their obligations, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect operations and the ability to finance its operations.

For more information on Global Energy and the risks and challenges of their businesses, investors should review the filings that are available at www.sedar.com.

Neither 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 release.

We seek safe harbour.