Capella Minerals Limited CMIL

NOT AN OFFER TO SELL OR A SOLICITATION TO BUY ANY SECURTIES IN THE UNITED STATES OF AMERICA.

VANCOUVER, BC, Oct. 6, 2022 /PRNewswire/ - Capella Minerals Ltd. (TSXV: CMIL) (OTCQB: CMILF) (FRA: N7D2) ("Capella" or the "Company") is pleased to announce that it has entered in to a binding letter agreement (the "Agreement") with elementX Finland Oy ("elementX") for the acquisition of a 100% interest in a portfolio of seven lithium (lithium-cesium-tantalum, or "LCT") pegmatite and rare-earth element ("REE") reservations in southern Finland (Figure 1).

The elementX projects are predominantly focused on LCT pegmatite complexes located within the Järvi-Pohjanmaa and Seinäjoki lithium-permissive tracts as defined by the Geological Survey of Finland ("GTK"). The southernmost Kaldo reservation also hosts four known uranium occurrences, including the former Käldö mine which is reported by the GTK to have ceased operations in 1959.

The acquisition of the elementX projects will significantly enhance Capella's existing portfolio of lithium-REE (Perho) and copper-gold (Katajavaara-Aakenus) projects in Finland, in addition to its portfolio of high-grade copper-cobalt-zinc projects in Norway. Accordingly, the Company will be extremely well placed to participate in the global electrification and decarbonization process.

• Capella will acquire 100% interests in two fully granted reservations (Kovela and Kaldo; covering 1,692 sq. km in total) and 5 reservation applications (Rakokivenmaki, Nabba, Lappajarvi East and West, and Kaatiala, covering 2,325 sq. km in total) in southern Finland (Figure 1; Table 1). All projects are located in districts with known LCT pegmatite and/or REE occurrences, yet have been subject to little modern systematic exploration.
  
  
• In consideration for the acquisition, Capella will issue elementX's shareholders a total of 15.1M Capella common shares representing approximately 10% of the Company's current outstanding shares ("Transaction Shares") and before completion of proposed financing as outlined below. The Transaction Shares will be subject to a minimum 4 month hold period as per TSX.V Exchange regulations, in addition to a further voluntary 3 month hold period. In addition, elementX will retain a 1% Net Smelter Royalty ("NSR") on any potential future metal production from the acquired portfolio.
  
  
• Capella also announces, subject to regulatory approval, a non-brokered Private Placement financing for gross proceeds of up to C$600,000 for which it has secured initial commitments of $C300,000 (including $C150,000 from elementX). Proceeds from the Private Placement are anticipated to be used for exploration activities at the Company's enhanced portfolio of lithium and rare-earth element ("REE") projects in Finland and high-grade copper-cobalt projects in Norway, as well as for general working capital.
  
  
• Both the proposed elementX transaction and Private Placement are subject to TSX.V Exchange approval.

Eric Roth, Capella's President and CEO, commented: "I am extremely pleased to be reporting that Capella is increasing its exposure to the metals required for Europe's green energy transition and energy storage. On September 14, 2022, the European Commission outlined the creation of the European Critical Raw Minerals Act ("ECRM"), which is designed to support the development of a resilient European supply chain of both lithium and REE's. Initial targets indicated in the ECRM Act are that at least 30% of the European Union's demand for refined lithium by 2030 should be sourced from the EU itself (in addition to at least 20% of REE demand).

In parallel, the Norwegian government is also strongly supporting the construction of the country's first lithium-ion battery plant in the northern city of Mo I Rana. This battery plant, which is currently expected to enter in to operation in 2025, is part of a broader governmental strategy to take advantage of the abundance of low-cost renewable (hydroelectric) energy in-country and become a major contributor to future global lithium battery production.

In overview, the elementX acquisition is expected to provide Capella with a significant opportunity to be a major player in the growth of lithium and REE production in Finland, which itself has the potential to become one of the EU's major sources of these desired commodities. I look forward to keeping the market updated on progress on both our Finnish and Norwegian assets".

Table 1. List of elementX reservations in Finland

Capella has initiated a non-brokered private placement of up to 10M units at a price of C$0.06 per unit for gross proceeds up to C$600,000 ("Private Placement").  The Company has secured initial commitments for C$300,000, of which $C150,000 has been committed from an elementX shareholder.

Each unit of the Private Placement shall consist of one common share in the capital of the Company and one-half of a share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of C$0.12 per share at any time within two years from the date of issuance. The warrants shall also be subject to an accelerated exercise clause in the event the Company's share price exceeds C$0.25 for 10 consecutive trading days.

Proceeds from the Private Placement are anticipated to be used for exploration activities at the Company's enhanced portfolio of lithium and rare-earth element ("REE") projects in Finland and high-grade copper-cobalt projects in Norway, as well as for general working capital. 

The Company may pay finders fee's in either cash, shares, share purchase warrants or a combination thereof, as permitted by regulators, on a portion of the Private Placement. Closing of the Private Placement is expected to occur on or before October 31, 2022. All securities issued under the Private Placement will be subject to a hold period of four months from the date of issuance.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

The technical information in this news release relating to the elementX lithium and REE projects in Finland has been prepared in accordance with Canadian regulatory requirements set out in NI 43-101, and approved by Eric Roth, the Company's President & CEO, a Director, and a Qualified Person under NI 43-101.  Mr. Roth holds a Ph.D. in Economic Geology from the University of Western Australia, is a Fellow of the Australian Institute of Mining and Metallurgy (AusIMM) and is a Fellow of the Society of Economic Geologists (SEG). Mr. Roth has 30 years of experience in international minerals exploration and mining project evaluation.

On Behalf of the Board of Capella Minerals Ltd.

"Eric Roth"

Eric Roth, Ph.D., FAusIMM
President & CEO

Capella is engaged in the acquisition, exploration, and development of quality mineral resource properties with a focus on base and battery metals in Norway and Finland and gold in Canada.

In Norway, the Company's current focus is on: i) the advanced exploration-stage Hessjøgruva copper-cobalt project and adjacent Kongensgruve and Kjøli projects in the Røros mining district, Trøndelag County ii) the discovery of new high-grade copper-cobalt deposits in a district-scale land position around the past-producing Løkken (Løkken Verk District) copper mine, Trøndelag County, and iii) the discovery of new copper-cobalt deposits in the former Vaddas-Birtavarre mining district of northern Norway.  

In Finland, the Company's focus is on the discovery of lithium and rare-earth element deposits at its Perho reservation and the recently acquired portfolio of 7 projects from elementX. In addition, the Company is actively exploring the Katajavaara-Aakenus gold-copper project in the Central Lapland Greenstone Belt together with JV partner Cullen Resources Ltd (ASX: CUL).  

With respect to precious metals, Capella has Joint Ventures with Prospector Metals Corp (TSXV: PPP) at the Savant Gold project in Ontario, and with Yamana Gold Inc. (TSX: YRI) at the Domain Gold project in Manitoba. The Company also retains a residual interest (subject to an option to purchase agreement with Austral Gold Ltd) in the Sierra Blanca gold-silver divestiture in Santa Cruz, Argentina.

This news release contains forward-looking information within the meaning of applicable securities legislation. Forward-looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. Such statements include, without limitation, statements regarding the future results of operations, performance and achievements of Capella, including the timing, completion of and results from the exploration and drill programs described in this release.  Although the Company believes that such statements are reasonable, it can give no assurances that such expectations will prove to be correct.  All such forward-looking information is based on certain assumptions and analyses made by Capella in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. This information, however, is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Important factors that could cause actual results to differ from this forward-looking information include those described under the heading "Risks and Uncertainties" in Capella's most recently filed MD&A. Capella does not intend, and expressly disclaims any obligation to, update or revise the forward-looking information contained in this news release, except as required by law. Readers are cautioned not to place undue reliance on forward-looking information.

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

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SOURCE Capella Minerals Limited