Toronto, Ontario, August 2, 2024
Velox Energy Materials Inc. (TSXV: VLX) (“Velox” or the “Company”) is pleased to announce its proposed dual listing of its shares on the Australian Securities Exchange (“ASX”) and a conditional strategic cornerstone investor commitment entered into with the QIC Critical Minerals and Battery Technology Fund.
Highlights
- Velox has secured a commitment for a Cornerstone Investment from the QIC Critical Minerals and Battery Technology Fund (“QCMBTF”), a fund managed and administered by QIC Limited (“QIC”)
- Prospectus anticipated to be lodged with Australian regulatory authorities in Q3 of 2024 to undertake a dual listing capital raising of between A$8 million and A$10 million
- The Cornerstone Investment is intended to support a capital raise proposed to be undertaken by the Company to facilitate a proposed dual listing of the Company on the Australian Securities Exchange
- QCMBTF has conditionally agreed to participate in the dual listing capital raising with a cornerstone investment of between A$4 million and A$5 million, dependent on the amount raised from other investors, and subject to the satisfaction of certain conditions
- Capital raising will allow Velox to expedite exploration and development of the North Queensland Vanadium Project, alongside exploring commercialisation opportunities for the Kotai Hydrogen Project within Queensland
- If the Cornerstone Investment and the proposed ASX dual listing is completed, QCMBTF expected to emerge as a cornerstone shareholder in Velox with an undiluted holding in the Company between 15-19%
Velox Energy Materials President and CEO, Simon Coyle said:
“With our flagship North Queensland Vanadium Project and Kotai Hydrogen Project both based in Australia, it is logical that we would seek to gain further exposure to Australian investors via a proposed dual listing on the ASX.
“We are extremely excited to have a QIC-managed fund as a cornerstone investor in the proposed dual listing capital raise. QIC is one of the largest institutional investment managers in Australia and we see the investment as a strong endorsement on the potential of both the North Queensland Vanadium Project and Kotai Hydrogen Project.
“The funds being sought under the proposed dual listing capital raise will allow significant progression of the Company’s assets as we move towards becoming a supplier of energy storage materials.
QIC’s State Chief Investment Officer, Allison Hill, said:
“Up to two million tonnes of vanadium is required for battery storage to decarbonise industries and communities globally under 2050 net zero targets, while total global production in 2023 represented approximately five per cent of this figure.
“This sizable deficit demonstrates the significant opportunity that proponents like Velox allow Queensland to harness in the next critical minerals resources boom.
“Some of the world’s biggest and best vanadium resources are found in Julia Creek, where multiple drill-ready targets across the North Queensland Vanadium Project’s 1,200 square-kilometre site give Velox distinct advantages in exploration and mineralisation potential.”
Proposed ASX Dual Listing & Capital Raise
The Company has applied to ASX for in-principle advice in relation to its suitability for admission to the official list of the ASX. The Company is yet to receive in-principle confirmation from the ASX, however, will keep the market updated in accordance with Company’s continuous disclosure obligations. Investors are cautioned that there is no guarantee that the ASX will approve the Company’s proposed ASX listing.
Subject to receiving ASX’s in-principle approval, Velox expects to lodge a Prospectus with the Australian Securities and Investments Commission (“ASIC”) in Q3 of 2024 in relation to its proposed dual listing on the ASX. The Company intends to raise between A$8 million and A$10 million by way of a public offering of Chess Depository Interests (“CDI”) as part of the dual listing (“Capital Raising”). Further information on the structure and format of the proposed Capital Raising will be detailed in the Prospectus to be lodged with ASIC.
In accordance with section 734(5)(b) of the Corporations Act 2001 (Cth) (“Corporations Act”), it is noted that:
- the Company will be the offeror of CDIs under the Capital Raising;
- a prospectus will be issued by the Company in accordance with Part 6.2 of the Corporations Act when the CDIs are offered;
- a person should consider the prospectus in deciding whether to apply for CDIs; and
- eligible subscribers who wish to apply for the Capital Raising will need to complete an application form that will be in or will accompany the prospectus.
Velox have appointed Discovery Capital Partners Pty Ltd as Lead Manager to the proposed ASX dual listing and Capital Raising.
There is no guarantee that the proposed dual listing on the ASX or the proposed Capital Raising (including the QCMBTF cornerstone investment) will be completed on the terms set out in this announcement or at all.
Use of Funds
Funds raised as part of the proposed Capital Raising will go towards:
- Feasibility and pre-production activities for the North Queensland Vanadium Project
- Continued investment and support of the Kotai Hydrogen Project
- General administration and working capital
Cornerstone Investment commitment
About QIC
QIC is a long-term specialist manager in alternatives offering infrastructure, real estate, private capital, private debt, natural capital, liquid strategies and multi-asset investments. Founded by the Queensland Government in 1991, it has become one of the largest institutional investment managers in Australia, with A$111bn (US$72bn) in funds under management (as at 31 March 2024). QIC has over 900 employees and serves approximately 115 clients (as at 31 March 2024). Headquartered in Brisbane, Australia, QIC also has offices in Sydney, Singapore, Melbourne, New York, San Francisco and London.
About QCMBTF
The QCMBTF’s primary objective is to support businesses across the critical minerals supply chain in Queensland. More specifically, the fund’s mandate includes investment in projects that will create Queensland-based jobs, deliver economic growth in Queensland, and support development to allow the growth of the critical minerals sector within Queensland.
The QCMBTF is part of the Queensland Critical Minerals and Battery Technology Fund established in 2023. The $170m Queensland Critical Minerals and Battery Technology Fund has two investment streams, being government grants of up to A$2 million, and venture and growth investments of up to A$30 million through the QCMBTF.
From mining stage to the development of processing facilities and/or infrastructure, including the development and manufacturing of critical minerals, battery technology and advanced materials, the QCMBTF is set to position Queensland for the next critical minerals resources boom.
QCMBTF Cornerstone Investment Details
The Company has executed a Subscription Agreement with QCMBTF whereby QCMBTF has agreed to make a strategic conditional investment into the planned dual listing Capital Raising of between A$4,000,000 and A$5,000,000.
QCMBTF’s participation in the dual listing Capital Raising is conditional upon a number of conditions precedent being satisfied by 31 December 2024, including:
- QCMBTF being satisfied with its due diligence investigations in relation to the Company, the Company’s group and QCMBTF’s participation in the Capital Raising (including but not limited to being satisfied with the form of the relevant offer materials);
- the Company lodging a Prospectus with ASIC and it not being withdrawn;
- ASX confirming that no ASX-imposed escrow will apply to the CDIs issued to QCMBTF;
- the Company raising at least A$8 million under the dual listing Capital Raising (including QCMBTF’s investment);
- ASX providing conditional approval to the Company for the ASX listing on terms acceptable to QCMBTF;
- the Company receiving all necessary regulatory approvals, waivers, reliefs and modifications (including as required from the TSX-V and ASX) which are required to enable the ASX dual listing and the Capital Raising to proceed; and
- QCMBTF being satisfied that no material adverse change in relation to the Company has occurred.
The Subscription Agreement otherwise contains customary terms and conditions, including warranties and indemnities and pre-completion undertakings given by the Company, termination rights and confidentiality clauses.
Please visit our website at www.veloxenergymaterials.com.au for further information.
Approved by the Board of Velox Energy Materials Inc.
Simon Coyle
President & CEO
+1 416-214-7577
Investor Relations Contact
Andrew Rowell
Investor Relations – Australia
M: +61 400 466 226
Email: moc.s1725774003mmoce1725774003sione1725774003tihw@1725774003werdn1725774003a1725774003
About Velox Energy Materials
Velox Energy Materials is a publicly traded energy materials company developing and progressing high-value assets in resource and research-friendly jurisdictions. The Company’s priority focus is the advanced NQV Project in Queensland, Australia. The NQV Project hosts the Cambridge Deposit with a CIM compliant Indicated Mineral Resource of 61.33 Mt @ 0.34% V2O5 and 234.6 ppm MoO3 along with an Inferred Mineral Resource of 144.87 Mt @ 0.33% V2O5 (cut-off grade of 0.25% V2O5) and 241.9 ppm MoO3 (Dufresne et al., 2022). The Company is targeting shallow, high-grade mineralization that can be developed using low-cost mining and processing options.
The Company additionally owns Kotai Energy and the option to acquire 100% of the intellectual property rights associated with the Solid-State Hydrogen Storage Project from Curtin University in Western Australia. Kotai is focused on the commercialisation of technology that can produce high-pressure hydrogen following transport as an inert powder.
Forward Looking Statements
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.
This news release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and plans of the Company. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: the anticipated dual listing of its shares on the ASX; the proposed use of funds raised as part of the ASX listing and QCMBTF’s strategic investment.
Such forward-looking statements are based on a number of assumptions of management, including, without limitation, that the Company will complete the ASX listing; that the Company will complete its strategic investment with QCMBTF;; that the Company will have the resources required to proceed with its exploration plans; and that the Company will not run into regulatory or other barriers in carrying out its business plan.
Additionally, forward-looking information involve a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of the Company to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation: that the Company will be unable to complete the ASX listing or the strategic investment with QCMBTF; that the Company may incur unanticipated costs; that the Company may not have the resources required to pursue its exploration plans; and that the Company’s operations could be adversely affected by possible future government legislation policies and controls or by changes in applicable laws and regulations. Such forward-looking information represents management’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. Neither the Company nor any of its representatives, nor for the avoidance of doubt, none of QIC, QCMBTF or any of their representatives, make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this news release or shall have any liability whatsoever, under contract, tort, trust or otherwise, to you or any person resulting from the use of the information in this news release by you or any of your representatives or for omissions from the information in this news release.
The forward-looking statements herein speak only as of the date they were originally made. The Company has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
