NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES.
Vancouver, British Columbia - (June 14, 2019) – Voltaic Minerals Corp. (TSX.V:VLT) (the "Corporation" or "Voltaic") is pleased to announce that it has received TSX Venture Exchange conditional acceptance for the binding Letter of Intent ("LOI") dated April 17, 2019 with 1146915 B.C. Ltd. ("PrivCo"), as first announced on April 22, 2019. Pursuant to the terms of the LOI, Voltaic and PrivCo will enter into a definitive Share Exchange Agreement (the "Definitive Agreement") whereby all outstanding securities of PrivCo will be exchanged for securities of Voltaic (the "Transaction"). The Transaction is an arm's length acquisition.
On completion of the Transaction the Corporation will carry on with the development of PrivCo's lithium assets of eight claims (the "Claims"), which combined with the claims previously acquired by Voltaic from PricVo cover approximately 27,477 ha in Argentina.
Stock Trading to Resume June 17, 2019
Trading of Voltaic's stock has been halted since the Transaction was announced in late April, 2019. Trading in Voltaic's stock on the TSX Venture Exchange will re-commence on Monday, June 17, 2019 at market open. Shareholders and potential buyers of Voltaic stock should be aware that the Transaction has not closed, no definitive agreement has yet been signed and there are a number of legal, business and regulatory conditions that must be completed before the Transaction can be assured to close, including that Voltaic will have to raise financing in order to complete its obligations. There is no guarantee that all these conditions will be met.
Completion of the Transaction is subject to a number of conditions, including TSXV acceptance. The Transaction cannot close until the required approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
The TSX Venture 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.
ON BEHALF OF THE BOARD OF VOLTAIC MINERALS CORP.
(Signed) "Darryl Jones"
President, CEO and Director
Forward Looking Statements
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction and that the Transaction will close. Although the Corporation believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Corporation can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction and associated transactions. The terms and conditions of the Transaction may change based on the Corporation's due diligence and the receipt of tax, corporate and securities law advice for both the Corporation and PrivCo. Even if the Transaction and the contemplated financings close, they may not prove to be successful and no lithium operations may be possible. Voltaic may not be able to comply with its obligations to claim owners assumed from PrivCo, and the Claims may be repossessed. There may not be any commercial quantities of lithium in the Claims, and even if there is, they may not be minable profitably. The statements in this press release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation, PrivCo, their securities, or their respective financial or operating results (as applicable).
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 release.