Home Energy company YORKTOWN ENERGY PARTNERS IV, LP AND YORKTOWN ENERGY PARTNERS VI, LP AGREE...

YORKTOWN ENERGY PARTNERS IV, LP AND YORKTOWN ENERGY PARTNERS VI, LP AGREE TO TRANSFER A TOTAL OF 25,800,000 COMMON SHARES OF BATTERY MINERAL RESOURCES CORP. AT WESTON ENERGY, LLC

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NEW YORK, December 10, 2021 / CNW / – Yorktown Energy Partners IV, LP (“Yorktown IV“) and Yorktown Energy Partners VI, LP (“Yorktown VI“) have entered into a purchase and sale agreement, dated December 10, 2021, with Weston Energy, LLC (“Weston I“), which provides for the sale of a total of 25,800,000 common shares of Battery Mineral Resources Corp. (“BMR“) to Weston I (the”Sales agreement“).

Yorktown Energy Partners XI, LP (“Yorktown XI“and, together with Yorktown IV and Yorktown VI, the”Yorktown entities“) is not a party to the sale agreement and will continue to hold the 4,200,000 common shares of BMR which it owns after the completion of the transactions provided for in the sale agreement.

The sales contract provides for:

  1. the sale by Yorktown IV (to Weston I) of all of the common shares of BMR it owns, representing 19,500,000 shares (representing approximately 11.41% of the outstanding common shares of BMR); and

  2. the sale by Yorktown VI (to Weston I) of all of the common shares of BMR it held, representing 6,300,000 shares (representing approximately 3.69% of the outstanding common shares of BMR).

The percentage calculations shown in this press release are presented on an undiluted basis and do not take into account the common shares of BMR issuable upon the exercise of outstanding options or other convertible or exchangeable securities.

Each of the Yorktown entities is a limited partnership managed by Yorktown Partners LLC (“Yorktown Partners“). Each of Weston I and Weston Energy II, LLC (“Weston II“and, with Weston I, the”Weston entities“), is considered to be controlled by Yorktown XI under applicable securities laws in Canada. Accordingly, Yorktown XI may be deemed to be a deemed beneficial owner of the BMR Common Shares held by Weston I and Weston II, and Weston I and Weston II are deemed to beneficially own the BMR Shares held by the other.

Following the completion of the share transfer operations contemplated by the Sales Contract (the “Share transfer operations“), Yorktown XI and the Weston Entities will hold a total of 102,670,138 common shares of BMR, representing approximately 60.09% of the outstanding shares of BMR as of the date of this press release. Before giving effect to the transfer transactions of shares, Weston I directly own 65,670,138 common shares of BMR (representing approximately 38.43% of the total number of common shares of BMR issued and outstanding as of the date of this press release), and following completion of the transactions of transfer of shares, Weston I will directly own 91,470,138 common shares of BMR common shares of BMR (which will represent approximately 53.53% of the total number of common shares of BMR issued and outstanding as of the date of this press release).

Share Transfer Transactions will be carried out privately (and not through an exchange).

14,625,000 of the common shares of BMR to be transferred to Weston I by Yorktown IV are in escrow pursuant to an escrow agreement dated February 17, 2021, between BMR, Odyssey Trust Company and various holders of outstanding BMR common shares (the “”Escrow Agreement“) and 4,725,000 of the common shares of BMR to be transferred to Weston I by Yorktown VI are in escrow pursuant to the escrow agreement. The 19,350,000 common shares of BMR referred to above in this paragraph will continue after completion of share transfer transactions, be held and released from escrow in accordance with the escrow agreement.

The completion of the Share Transfer Transactions is currently scheduled for 23 December 2021, subject to satisfaction or waiver of various conditions set out in the sale agreement (including receipt of permission from the TSX Venture Exchange to effect the transfer of a total of 19,350,000 common shares of BMR , escrow, from Yorktown IV and Yorktown VI, respectively, to Weston I).

The purchase price payable by Weston I for the 19,500,000 common shares of BMR which will be sold by Yorktown IV under the terms of the sale agreement is CDN $ 0.65 per share (CDN $ 12,675,000 generally). The purchase price payable by Weston I for the 6,300,000 common shares of BMR to be sold by Yorktown VI under the terms of the sale agreement is CDN $ 0.65 per share (CDN $ 4,095,000 generally).

The share transfer transactions are to be undertaken in connection with, and to facilitate, the liquidation of Yorktown IV and Yorktown VI.

Yorktown Entities and Weston Entities Intend to File a Report Under NI 62-103 – The early warning system and issues with takeover bids and insider reports containing additional information regarding Share Transfer Transactions.

About the Yorktown Group

Each of the Yorktown entities is a limited partnership incorporated under the laws of Delaware. In this press release, Yorktown Partners, the Yorktown, Weston I, Weston II and other limited partnerships and partnerships referred to below in this “About the Yorktown Group” section are collectively referred to as “ “Yorktown Group“. Yorktown Partners manages the investing activities of various limited partnerships within the Yorktown group and, as such, can be considered to have control and direction of the securities held (including deemed beneficial ownership) by each of the Yorktown entities As a result, Yorktown Partners may also be considered a joint actor in the Share Transfer Transactions.

The head offices of Yorktown Partners and each of the Yorktown entities are located at 20e Floor 410, avenue du Parc, New York, New York State 10022-4407. The head offices of each of Weston I and Weston II are located at office 1900, 410 Park Ave., New York, New York State 10022-4407.

Yorktown IV, Yorktown VI, Yorktown XI, Weston I and Weston II may be considered joint actors in the Share Transfer Transactions. Other entities within the Yorktown Group (as set out below) may be considered joint actors with Yorktown IV, Yorktown VI, Yorktown XI, Weston I and Weston II, with respect to share transfer transactions. .

Yorktown IV Associates LLC is the sole general partner of Yorktown IV. Accordingly, Yorktown IV Associates LLC may be deemed to have the power to vote or direct the vote, or to dispose or direct the disposition, of the securities held by Yorktown IV. Yorktown IV Associates LLC disclaims beneficial ownership of any securities held by Yorktown IV beyond its pecuniary interests. However, Yorktown IV Associates LLC is deemed to be the beneficial owner of the securities held by Yorktown IV under applicable securities laws in Canada.

Yorktown VI Company LP is the sole general partner of Yorktown VI. Yorktown VI Associates LLC is the sole general partner of Yorktown VI Company LP Accordingly, Yorktown VI Associates LLC may be deemed to have the power to vote or direct the vote, or to dispose or direct the disposition, of the securities held by Yorktown VI. Yorktown VI Company LP and Yorktown VI Associates LLC waive beneficial ownership of any securities held by Yorktown VI beyond their pecuniary interests. However, Yorktown VI Company LP and Yorktown VI Associates LLC are deemed to be beneficial owners of the securities held by Yorktown VI under applicable securities laws in Canada.

Yorktown XI Company LP is the sole general partner of Yorktown XI. Yorktown XI Associates LLC is the sole general partner of Yorktown XI Company LP Accordingly, Yorktown XI Associates LLC may be deemed to have the power to vote or direct the vote, or to dispose or direct the disposition, of the securities held by Yorktown XI. Yorktown XI Company LP and Yorktown XI Associates LLC waive beneficial ownership of any securities held by Yorktown XI beyond their pecuniary interests. However, Yorktown XI Company LP and Yorktown XI Associates LLC are deemed to be beneficial owners of the securities held by Yorktown XI under applicable securities laws in Canada.

Although the Yorktown entities are, with respect to share transfer transactions, considered co-actors under applicable securities laws in Canada, none of the Yorktown Entities is a beneficial owner of securities held (legally or beneficially) by any of the other Yorktown Entities.

About Battery Mineral Resources Corp.

BMR is engaged in the acquisition, exploration and development of various minerals (cobalt, lithium, graphite, nickel and copper) in North America, South America and South Korea. In addition, BMR owns 100% of the outstanding shares of ESI Energy Services Inc. (also known as “Ozzie’s”), a pipeline equipment rental and sales company that operates in Leduc, Alberta and Phoenix, Arizona. BMR’s common shares are listed and posted for trading on the TSX Venture Exchange. BMR’s head office is located at office 400, 744 Hastings Street W, Vancouver, British Columbia V6C 1A5.

Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of TSXV) accepts responsibility for the adequacy or accuracy of this press release..

Forward-looking information

This press release contains “forward-looking information”. All statements, other than statements of historical fact, that deal with activities, events or developments that the Yorktown Entities or the Weston Entities believe, expect or anticipate will occur, could, could or may occur in the future is “forward-looking information”. Forward-looking information contained in this document may include, but is not limited to, statements regarding the early closing of share transfer transactions and information regarding the holding and release from escrow of various shares. The forward-looking information contained in this document reflects the current expectations or beliefs of the Yorktown entities and the Weston entities and is based on certain assumptions. This forward-looking information is subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from any future event or result expressed or implied by the forward-looking information contained. herein. In view of these risks, uncertainties and other factors, readers should not place undue reliance on the forward-looking information contained in this document. The forward-looking information contained in this press release is provided as of the date hereof and, except as required by applicable securities laws, the Yorktown Entities and the Weston Entities disclaim any intention or obligation to update or to revise this forward-looking information. whether as a result of new information, future events or results or otherwise. None of the forward-looking information included in this press release is (and should not be considered) a guarantee of future results.

SOURCE Yorktown Energy Partners

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See original content: http://www.newswire.ca/en/releases/archive/December2021/10/c2367.html