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PTP.H Petrichor Energy Inc

0.01
0.00 (0.00%)
12 Dec 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Petrichor Energy Inc TSXV:PTP.H TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.01 0.005 0.01 0 00:00:00

P2P Executes Agreement for Lithium Project in Chile

03/06/2009 5:29pm

Marketwired Canada


P2P Health Systems Inc. (NEX:PTP.H) (the "Company") is pleased to announce that
it has entered into a letter agreement dated May 22, 2009 (the "Agreement") with
Salares Atacama SCM ("SALA"), a private Chilean incorporated company, and its
individual shareholders, namely Rinaldo Vecchiola Trabuco, Guido Vecchiola
Trabuco, Edgar Vecchiola Trabuco, Alejandro Moreno Prhens and Juan Villarzu
Rhode, all residents of Chile (collectively, the "Shareholders"). Pursuant to
the Agreement, the Company has the option to acquire up to 70% of the
outstanding share capital of SALA. SALA is the 100% owner of seven salares
(brine lakes) known as Piedra Parada, Grande, Aguilar, Agua Amarga, La Isla, Las
Parinas and Maricunga (collectively, the "Concessions") in Chile's Region III.
Historical sampling has reported lithium and potash levels in all of the
Concessions. Brine sources for lithium production accounted for over 60% of the
world's primary supply in 2008.


The transaction is at arm's length and will result in the Company's reactivation
and graduation from the NEX board to the TSX Venture Exchange (the "Exchange")
as a Tier 2 mining issuer (the "Reactivation").


The Agreement

Under the Agreement, the Company has the exclusive right and option to acquire:

1. an initial 50% ownership interest (the "First Option") in SALA, and
indirectly the Concessions, upon filing with the Canadian regulatory authorities
a National Instrument 43-101 compliant technical report regarding the
Concessions (the "Report") and carrying out expenditures on the Concessions of
US$2,500,000 on or before the third anniversary of the entering into by the
parties of the Definitive Agreement (as defined below); and


2. an additional 20% ownership interest (the "Second Option") in SALA, and
indirectly the Concessions, upon completion, at the Company's expense, and
delivery to SALA's board of directors a bankable feasibility study (the
"Feasibility Study") on the Concessions within 24 months from the date the First
Option is exercised.


Notwithstanding that the Company may elect to exercise the First Option, the
Company has no obligation to complete and deliver the Feasibility Study or
exercise the Second Option. If the Company exercises the First Option but does
not exercise the Second Option, the Company will retain its 50% ownership
interest in SALA. If the First Option is terminated other than by the exercise
thereof, the Company will have no further obligations or interest in the
Concessions.


Upon completion of the Feasibility Study the Company will have the exclusive
right to arrange for project financing for the Concessions which are the subject
of the Feasibility Study.


The Board of Directors of SALA will at all times be comprised of three directors
with the Company entitled to appoint two nominees and the Shareholders
collectively being entitled to appoint one nominee regardless of the number of
shares of SALA held by the Company or the Shareholders at any such time. The
Company and the Shareholders will appoint a technical management committee which
will be comprised of three members, with the Company entitled to designate two
members and the Shareholders collectively being entitled to designate one
member, to oversee the operations of the exploration and development of the
Concessions including the supervision of the preparation of the Feasibility
Study.


If any of the Shareholders or the Company wishes to sell its ownership interest
in SALA, the other parties have a pre-emptive right of first refusal to acquire
such shares.


The parties have agreed to use their best efforts to settle and execute formal
documentation as necessary relating to the transactions set out in the
Agreement, including but not limited to a definitive option and shareholder
agreement (the "Definitive Agreement") within 120 days from the date of
execution of the Agreement.


Financing

The Company also announces a non-brokered private placement for gross proceeds
of up to CAN$1,200,000 (the "Private Placement") consisting of up to 15,000,000
subscription receipts (the Subscription Receipts"), pre-Consolidation (as
defined below), at a price of CAN$0.08 per Subscription Receipt. Each
Subscription Receipt will entitle the holder to acquire, for no additional
consideration, one unit of the Company (a "Unit") comprised of one common share
of the Company and one share purchase warrant (a "Warrant"). Each Warrant will
be exercisable to purchase an additional common share of the Company at a price
of CAN$0.16, pre-Consolidation, for a period of 36 months from the date of
deemed exercise of the Subscription Receipts. The Subscription Receipts will be
deemed exercised into the Units upon completion of the Reactivation.


The gross proceeds from the Private Placement will be held in escrow and will be
released to the Company upon completion of the Reactivation. If the Reactivation
does not occur, the proceeds from the Private Placement will be returned to
purchasers and the Subscription Receipts will be cancelled.


The proceeds from the Private Placement will be used for exploration work on the
Concessions in accordance with the requirements of the Agreement and the
recommendations contained in the Report and for general working capital
purposes.


Sponsorship

The Company will be seeking an exemption from the Exchange's sponsor
requirements in respect of the Change of Business (as defined below) in
accordance with the rules of the Exchange.


Board of Directors

The Company also announces that Mr. Todd Hilditch has joined its Board of
Directors. Mr. Hilditch is currently a director of two companies listed on the
Exchange and has experience in the management of junior mining companies. In
addition, Mr. Fred Baker has resigned form the Board of Directors and the
Company would like to thank him for his dedication and service.


Reactivation

The Company has been inactive for more than one year, when it ceased its
involvement in the research and development of industrial products technology.
The Company's shares are listed on the NEX Board of the Exchange under the
symbol PTP.H. The transaction will result in the Reactivation of the Company
under the Exchange's policies and will require a change of the business of the
Company to the mining sector (the "Change of Business"). The Company's shares
are currently halted in connection with this announcement and will remain halted
pending completion of the Reactivation or until such earlier date as the
Exchange and the Company determine the halt is no longer required. Once
reactivated, the Company intends to transfer its listing from the NEX Board to
the Exchange.


Consolidation and Name Change

The Company is proposing to consolidate its issued and outstanding share
capital, with corresponding adjustments to its outstanding convertible
securities, on the basis of a one post-consolidation common share for every two
pre-consolidation common shares of the Company (the "Consolidation"). The
Company currently has 44,229,673 common shares issued and outstanding, has
granted 4,570,000 options and issued 4,200,000 warrants, for a total fully
diluted share capital of 52,999,673 shares.


Post-Consolidation, excluding the shares and warrants to be issued upon the
deemed exercise of the Subscription Receipts, the Company will have 22,114,837
common shares issued and outstanding and options and warrants granted/issued to
purchase 4,385,000 common shares (representing 26,499,837 fully diluted shares).


In addition, conditional upon completion of the Reactivation, the Company
proposes to change its name to "Salares Lithium Inc." (the "Name Change").


Shareholder Approval

The Change of Business, Consolidation and Name Change is subject to approval by
the shareholders of the Company which will be sought at a special meeting of the
shareholders of the Company to be held on a date to be announced.


Closing Conditions and Caution to Investors

Completion of the transaction is subject to a number of conditions, including,
Exchange acceptance, and shareholder approval. The transaction cannot close
until the required shareholder approval is obtained. There can be no assurance
that the transaction will be completed as proposed or at all.


In addition, closing of the transactions contemplated by the Agreement is
subject to the following additional conditions: (a) completion of satisfactory
due diligence review of SALA by the Company; and (b) there not occurring any one
or more changes in the business, assets or financial condition of SALA that
would individually or in the aggregate have, or reasonably be expected to have,
an adverse effect on the Company or its interest in the Agreement or the
transactions contemplated hereby.


Investors are cautioned that, except as disclosed in the management information
circular or filing statement, as applicable, to be prepared in connection with
the transaction, any information released or received with respect to the
proposed Change of Business or Reactivation may not be accurate or complete and
should not be relied upon. Trading in the securities of the Company should be
considered highly speculative.


The Exchange has in no way passed upon the merits of the proposed transaction
and has neither approved nor disapproved the contents of this press release.


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