Canada Lithium Announces Completion of US$15.85 Million Convertible Debenture Private Placement

 Canada Lithium Announces Completion of US$15.85 Million Convertible Debenture  Private Placement  /NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION,  DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN  OR INTO THE UNITED STATES OR TO U.S. PERSONS./  TSX: CLQ; U.S. OTC: CLQMF  TORONTO, July 4, 2013 /CNW Telbec/ - Canada Lithium Corp. ("Canada Lithium" or  the "Company") (TSX: CLQ) (U.S. OTC: CLQMF) today announced that it has  entered into an agreement with certain credit funds affiliated with Apollo  Global Management, LLC, to purchase, on a private placement basis, 15,850  convertible unsecured subordinated debentures of the Company (the  "Debentures") which were issued at par at a price of US$1,000 per Debenture  for gross proceeds to the Company of US$15,850,000 (the "Offering"). The  Company intends to use the net proceeds from the Offering for working capital  and general corporate purposes. The Offering was completed concurrently with  the entering into of the purchase agreement. In connection with the Offering,  the Company paid to the purchasers of Debentures an arrangement fee in the  aggregate amount of US$850,000.  The Debentures will mature on July 31, 2018 (the "Maturity Date") and pay a  coupon of 11.0% per annum from the closing date (as defined below, the  "Closing Date"), payable semi-annually in arrears on the last day of June and  December of each year commencing on December 31, 2013. The first interest  payment will be made on December 31, 2013 and will consist of interest accrued  from and including the Closing Date to December 31, 2013. Subject to specified  conditions, the Company may elect, from time to time, subject to applicable  regulatory approval, to satisfy its obligation to pay interest on the  Debentures, on the date it is payable (i) in cash; (ii) by delivering  sufficient common shares ("Common Shares") of the Company to a designee of a  holder of Debentures, for sale, to satisfy the interest obligations in  accordance with the debenture purchase agreement in which event holders of the  Debentures will be entitled to receive a cash payment equal to the interest  payable from the proceeds of the sale of such Common Shares; or (iii) any  combination of (i) and (ii) above.  The Debentures are convertible at the holder's option into Common Shares of  the Company at any time prior to the close of business on the earlier of the  Maturity Date and the business day immediately preceding the date fixed for  redemption of the Debentures. The Debentures convert at a conversion price of  $0.72 per Common Share (the "Conversion Price"), being a ratio of 1,388.89  Common Shares per $1,000 principal amount of Debentures, subject to adjustment  in certain events including dividend protection for the declaration of  dividends. Holders converting their Debentures will receive accrued and unpaid  interest thereon, up to, but excluding, the date of conversion. The conversion  rate may be adjusted upon the occurrence of certain events, pursuant to  standard anti-dilution provisions set out in the debenture purchase agreement  governing the Debentures.  The Debentures are not redeemable before June 30, 2016 (the "First Call  Date"). On and after the First Call Date and prior to the Maturity Date, the  Company may, at its option, at any time and from time to time, subject to  providing not more than 60 and not less than 30 days' prior notice, redeem the  Debentures, in whole or in part, at par plus accrued and unpaid interest  provided that the weighted average closing price of the Common Shares on the  Toronto Stock Exchange during the 20 consecutive trading days ending five  trading days preceding the date on which the notice of redemption is given is  not less than 130% of the Conversion Price.  The Debentures rank subordinate in right of payment of principal and interest  to all senior obligations of the Issuer.  Subject only to the customary post-closing listing conditions imposed by the  Toronto Stock Exchange (TSX), 33,858,502 Common Shares issuable upon  conversion, redemption or maturity of the Debentures, upon the occurrence of a  change of control or as payment of interest, have been conditionally approved  for listing on the TSX.  All securities issued in connection with the Offering are subject to a four  (4) months plus one (1) day hold period from the Closing Date, pursuant to  Canadian securities laws.  This news release does not constitute an offer of securities for sale or the  solicitation of an offer to buy the securities in Canada, the United States or  any other jurisdiction. The Offering is being conducted on a private placement  basis pursuant to exemptions from the registration and prospectus requirements  of applicable securities laws in the United States and in one or more  provinces of Canada. The securities being offered have not been, nor will they  be, registered under the Unites States Securities Act of 1933, as amended, and  such securities may not be offered or sold within the United States absent  U.S. registration or an applicable exemption from U.S. registration  requirements and in compliance with applicable state securities laws. The  securities mentioned herein have not been and will not be qualified by  prospectus for sale to the public under applicable Canadian securities laws.  The securities mentioned herein are subject to transfer and selling  restrictions in certain jurisdictions, including the United States and Canada.  About Canada Lithium Corp.  The Company holds a 100% interest in the Québec Lithium Project near Val  d'Or, the geographical heart of the Québec mining industry. It has completed  construction and is in the commissioning phase of an open-pit mine and on-site  processing plant with estimated capacity to produce approximately 20,000  tonnes of battery-grade lithium carbonate annually. The Company recently  announced it has produced a first run of 99.1% lithium carbonate from its  processing plant. The material is anticipated to be upgraded to 99.5%  battery-grade material. A five-year off-take agreement for a minimum of 12,000  tonnes per year was recently signed with Tewoo-ERDC, one of China's largest  commodities traders. A second off-take for up to 5,000 tonnes per year was  recently signed with Marubeni Corp., a major Japanese commodities trading  company. Lithium carbonate is used in lithium-ion batteries that power  consumer electronics (laptops, tablets, etc.), power-grid storage facilities  and electric and hybrid vehicles. For more information regarding the Company,  please refer to the Company's public filings available at www.sedar.com and  www.canadalithium.com including, in particular, the Company's Management  Discussion and Analysis for the year ended December 31, 2012, and its Annual  Information Form for the year ended December 31, 2012 and the Financials and  MD&A for the three-month period ended March 31, 2013. The Company trades under  the symbol CLQ on the TSX and on the U.S. OTCQX under the symbol CLQMF.  Cautionary Statement Regarding Forward-Looking Information  This press release contains "forward-looking information" within the meaning  of Canadian securities legislation. Forward-looking information is based upon  the Company's beliefs, estimates and opinions as at the date of this press  release, which the Company believes are reasonable, but no assurance can be  given that these will prove to be correct. Furthermore, the Company undertakes  no obligation to update or revise forward-looking information contained herein  if these beliefs, estimates and opinions or other circumstances should change,  except as otherwise required by applicable law.  Forward-looking information relates to future events or to future conditions,  performance or results of operations and reflects current expectations or  beliefs regarding such matters including, but not limited to, information or  statements with respect to the use of proceeds, in addition to: (i) the amount  of mineral resources; (ii) exploration, development and production activities,  including information regarding the potential mineralization and resources;  (iii) the amount of future output over any period; (iv) net present value and  internal rates of return of the mining operation; (v) assumptions relating to  capital costs, operating costs and other cost metrics; (vi) assumptions  relating to gross revenues, operating cash flow and other revenue metrics;  (vii) assumptions relating to future price and demand for lithium and other  macroeconomic metrics; (viii) exploration and development plans, including  anticipated costs and timing thereof, time frames for completion, and  anticipated time to production; (ix) mine potential and expected mine life;  and * sources of and anticipated financing requirements.  All information other than matters of historical fact may be forward-looking  information. In some cases, forward-looking information can be identified by  the use of words such as "seek", "expect", "anticipate", "budget", "plan",  "project", "estimate", "assume", "continue", "forecast", "intend", "believe",  "predict", "potential", "target", "strategy", "goal", "may", "could", "would",  "might", or "will" and similar words or phrases (including negative  variations) suggesting future outcomes or statements regarding an outlook.  Forward-looking information is based upon certain assumptions by the Company  or its consultants and other important factors that, if untrue, could cause  the actual results, performances or achievements of the Company to be  materially different from future results, performances or achievements  expressed or implied by such information. Such information is based on  numerous assumptions regarding present and future business strategies and the  environment in which the Company will operate in the future, including the  price of lithium, anticipated costs and ability to achieve goals. Certain  important factors that could cause actual results, performances or  achievements to differ materially from those in the forward-looking  information include, but are not limited to: (i) required capital investment  and estimated workforce requirements; (ii) estimates of net present value and  internal rates of return; (iii) future demand and market prices for lithium;  (iv) receipt of regulatory approvals on acceptable terms within commonly  experienced time frames; (v) anticipated timelines for the commencement of  production; (vi) anticipated timelines for community consultations and the  impact of those consultations on the regulatory approval process; and (vii)  future exploration plans and objectives.  By its nature, forward-looking information involves known and unknown risks,  uncertainties and other factors which may cause actual results, performance or  achievements, or industry results, to differ materially from those expressed  or implied by such forward-looking information. Some of the risks and other  factors that could cause actual results to differ materially from those  expressed in the forward-looking information contained in this press release  include, but are not limited to, risks and uncertainties relating to: (i) the  interpretation of drill results, the geology, grade and continuity of mineral  deposits and conclusions of economic evaluations; (ii) results of feasibility  studies, and the possibility that future exploration, development or mining  results will not be consistent with the Company's expectations, (iii) the  outcome of litigation in which the Company is or may in the future become  involved; (iv) risks relating to possible variations in reserves, grade,  planned mining dilution and ore loss, or recovery rates and changes in project  parameters as plans continue to be refined; (v) mining and development risks,  including risks related to accidents, equipment breakdowns, labor disputes  (including work stoppages and strikes) or other unanticipated difficulties  with or interruptions in exploration and development; (vi) risks related to  the inherent uncertainty of production and cost estimates and the potential  for unexpected costs and expenses; (vii) risks related to future commodity  demand and price and foreign exchange rate fluctuations; (viii) the  uncertainty of profitability based upon the cyclical nature of the industry in  which the Company operates; (ix) risks related to failure to obtain adequate  financing on a timely basis and on acceptable terms or delays in obtaining  governmental approvals or in the completion of development or construction  activities; * risks related to environmental regulation and liability; (xi)  political and regulatory risks associated with mining and exploration; (xii)  risks related to the uncertain global economic environment; and (xiii) other  risks and uncertainties related to the Company's prospects, properties and  business strategy. Although the Company has attempted to identify important  factors that could cause actual results or events to differ materially from  those described in the forward-looking information, investors and others are  cautioned that this list is not exhaustive and there may be other factors that  the Company has not identified. Readers are cautioned not to place undue  reliance on forward-looking information contained in this press release. All  forward-looking information contained in this press release or incorporated by  reference herein is expressly qualified by this cautionary note. For more  information on the risks, uncertainties and assumptions that could cause the  Company's actual results to differ from current expectations, please refer to  the Company's public filings available at www.sedar.com and  www.canadalithium.com including, in particular, the "Risks and Uncertainties"  section of the Company's Management Discussion and Analysis and the "Risk  Factors" section of the Company's Annual Information Form for the year ended  December 31, 2012.  Peter Secker, CEO and Deputy Chairman (416) 361-2821  Olav Svela, Director, Investor Relations (416) 361-2821 or (416)  479-4355 or  emailosvela@canadalithium.com  Christine Stewart, Renmark Financial Communications Inc. (416) 644-2020  or  emailcstewart@renmarkfinancial.com  Please visit the Canada Lithium website atwww.canadalithium.com or copy the  following link into your Web browser to view our Photo   Gallery:http://www.canadalithium.com/s/PhotoGallery.asp. You can also follow  us on Facebook and Twitter.  Corporate Office: 401 Bay Street, Suite 2010, Box 118, Toronto, ON, M5H  2Y4  SOURCE: Canada Lithium Corp.  To view this news release in HTML formatting, please use the following URL:  http://www.newswire.ca/en/releases/archive/July2013/04/c5233.html  CO: Canada Lithium Corp. ST: Ontario NI: MNG FIN NEWSTK PVT