News Releases

2020-11-10-GMA-PP

Geomega Closes $2.5M Non-Brokered Private Placement

  • Rare Earths Recycling Demonstration Plant in Quebec, Canada Fully Funded to Production

Montreal, November 10, 2020 – Geomega Resources Inc. (“Geomega” or the “Corporation”) (TSX.V: GMA) is pleased to announce the closing of an oversubscribed non-brokered private placement (the “Offering”) of 14,709,093 units (the “Units”),at a price of $0.17 per Unit, for aggregate gross proceeds in the amount of $2,500,545.81.

The Offering of Units consists of one common share (each a “Share”) and one share purchase warrant (each a “Warrant”). Each Warrant entitles the holder thereof to acquire one additional Share at a price of $0.22 per Share until the date that is 24 months from their issue and thereafter at a price of $0.25 until the date that is 36 months from their issue. The securities issued under the Offering have a hold period of four months and one day expiring on March 10, 2021. The Offering is subject to final acceptance of the TSX Venture Exchange.

“We are very pleased with the closing of this financing. The majority of the Offering was subscribed by new investors who are seeking both near-term cash flow opportunities and Environmental, Social and Governance (“ESG”) investments in the critical and strategic minerals (CSM) space. Geomega’s activities are also aligned with the Government of Quebec Plan for the Development of the Critical and Strategic Minerals with a budget of $90M that was just recently unveiled on October 29, 2020. This government-sponsored financial initiative is aimed at creating wealth while continuing the green energy transition, essential for the fight against climate change. The government’s vision is to make Quebec a leader in CSM production, transformation, reclamation and recycling. The circular economy concept, of which Geomega’s proprietary rare earth magnet recycling project is an integral part of, is at the core of this plan as stated by Benoit Charette, Minister of the Environment and the Fight Against Climate Change during the announcement.” commented Kiril Mugerman, President and CEO of Geomega. You can read more about the Plan for the Development of CSM in Quebec here.

The Corporation will use the proceeds of the Offering for the construction of the rare earths recycling demonstration plant, working capital and operating expenses. The proceeds will complement the debt funding of $3M obtained from Investissement Quebec in September 2020. Completion of the plant is expected in the second half of 2021.

Mr. Nicholas Nikoletopoulos, a Director of the Corporation, participated in this Offering in the amount of $14,450 (the “Insider’s Participation”). The Insider’s Participation is considered a “related party transaction” under Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (Québec) (“Regulation 61-101”) and the corresponding Policy 5.9 of the TSXV; however, the Insider’s Participation is exempt from the formal valuation and minority shareholder approval requirements provided under Regulation 61-101 in accordance with sections 5.5(a) and 5.7(1)(a) of said Regulation 61-101. The exemption is based on the fact that neither the market value of the Insider’s Participation nor the consideration paid therefor exceeds 25% of the Corporation’s market capitalization. The Corporation did not file a material change report at least 21 days prior to the closing of the Offering since the Insider’s Participation was not determined at that moment and the Corporation wished to close the Offering on an expedited basis for sound business reasons.

In connection with the closing of the Offering, the Company paid cash finders’ fees in an amount of $89,513.80 and issued an aggregate of 526,544 non-transferable finders’ options to acquire an equal number of common shares, at a price of $0.22 per share, exercisable for a period of twenty-four (24) months to certain arm’s length registered dealers whose clients participated in the Offering.

About Geomega (www.geomega.ca)

Geomega develops innovative technologies for extraction and separation of rare earth elements and other critical metals essential for a sustainable future. With a focus on renewable energies, vehicle electrification, automation and reduction in energy usage, rare earth magnets or neo-magnets (NdFeB) are at the center of all these technologies. Geomega’s strategy revolves around gradually de-risking its innovative technology and delivering cashflow and return value to shareholders while working directly with the main players in these industries to recycle the magnets that power all those technologies.

As its technologies are demonstrated on larger scales, Geomega is committed to work with major partners to help extract value from mining feeds, tailings and other industrial residues which contain rare earths and other critical metals. Irrespective of the metal or the source, Geomega adopts a consistent approach to reduce the environmental impact and to contribute to lowering greenhouse gases emissions through recycling the major reagents in the process.

Geomega’s core project is based around the ISR Technology (Innord’s Separation of Rare Earths), a proprietary, low-cost, environmentally friendly way to tap into a C$1.5 billion global market to recycle magnet production waste and end of life magnets profitably & safely.

Geomega also owns the Montviel rare earth carbonatite deposit, the largest 43-101 bastnaesite resource estimate in North America and holds over 16.8M shares, representing approximately 19% of the issued and outstanding shares, of Kintavar Exploration Inc. (KTR.V), a mineral exploration company that is exploring for copper projects in Quebec, Canada.

For further information, please contact:

Kiril Mugerman
President and CEO
Geomega
450-641-5119 ext.5653
kmugerman@geomega.ca

Nancy Thompson
Vorticom Public Relations
212.532.2208
nancyt@vorticom.com

Cautions Regarding Forward-Looking Statements

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

This news release contains statements that may constitute “forward-looking information” or “forward-looking statements” within the meaning of applicable Canadian securities legislation. Forward-looking information and statements may include, among others, statements regarding future plans, costs, objectives or performance of the Corporation, or the assumptions underlying any of the foregoing. In this news release, words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” “target” and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. No assurance can be given that any events anticipated by the forward-looking information will transpire or occur, including as regards the commercialization of any of the technology referred to above, or if any of them do so, what benefits the Corporation will derive. Forward-looking statements and information are based on information available at the time and/or management’s good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Corporation’s control. These risks, uncertainties and assumptions include, but are not limited to, those described under “Risk Factors” in the Corporation’s annual management’s discussion and analysis for the fiscal year ended May 31, 2019, which is available on SEDAR at www.sedar.com; they could cause actual events or results to differ materially from those projected in any forward-looking statements. The Corporation does not intend, nor does the Corporation undertake any obligation, to update or revise any forward-looking information or statements contained in this news release to reflect subsequent information, events or circumstances or otherwise, except if required by applicable laws.