07:23:53 EDT Fri 26 Apr 2024
Enter Symbol
or Name
USA
CA



Voltaic Minerals Corp (2)
Symbol VLT
Shares Issued 19,262,667
Close 2019-04-17 C$ 0.28
Market Cap C$ 5,393,547
Recent Sedar Documents

Voltaic continues acquisition of Li exploration firm

2019-05-16 14:09 ET - News Release

Mr. Darryl Jones reports

VOLTAIC MINERALS CORP. PROVIDES UPDATE REGARDING BINDING LETTER OF INTENT WITH 1146915 B.C. LTD.

Voltaic Minerals Corp. has updated its disclosure regarding the binding letter of intent (LOI) dated April 17, 2019, with 1146915 B.C. Ltd., as first announced on April 22, 2019. Pursuant to the terms of the LOI, Voltaic and 1146915 B.C. will enter into a definitive share exchange agreement, whereby all outstanding securities of 1146915 B.C. will be exchanged for securities of Voltaic. The acquisition is an arm's-length transaction.

On completion of the transaction, the corporation will carry on with the development of 1146915 B.C.'s lithium assets of eight claims, which combined with the claims previously acquired by Voltaic from 1146915 B.C. over approximately 27,477 hectares in Argentina.

Share exchange transaction

On closing of the transaction, 1146915 B.C. shareholders and convertible debentureholders will be issued a total of 14,958,172 common shares of Voltaic. This assumes that all convertible debentures will convert at closing at a deemed price of 25 cents per share. 1146915 B.C. has the right to force conversion of all but $138,700 of the convertible debentures and discussions are continuing with the holder of that debenture to convert on the same terms. If that debenture is not converted, Voltaic will assume payment of that debenture which has an interest rate of 12 per cent per annum and will issue 554,800 fewer Voltaic shares on closing. In addition, assuming that debenture is converted, Voltaic will issue 2,958,172 warrants to purchase Voltaic shares at a price of 30 cents per Voltaic share to replace warrants for warrantholders of 1146915 B.C. and, as previously disclosed, one additional Voltaic share will be issued to founding 1146915 B.C. shareholders as a group for each one tonne of lithium carbonate equivalent found in the claims as either a measured mineral resource or an indicated mineral resource.

Upon completion of the transaction, Voltaic will assume certain share-based and cash-based payment obligations of 1146915 B.C., as disclosed in the company's April 22, 2019, news release. In addition, Voltaic has made a bridge loan to 1146915 B.C. of $65,000 to help 1146915 B.C. cover its expenses until closing. If closing of the transaction occurs, this loan will not be repaid, as the debt will be owed by a wholly owned subsidiary.

On closing of the transaction, it is anticipated that Brad Nichol will join the board of the corporation. Mr. Nichol is an international entrepreneur who has served and advised corporations on strategy, operations and finance for over 25 years. Throughout his career, he has served as both senior executive and director of a number of public and private enterprises across the finance and resource sectors. Since 2005, he has led the development of several exploration and production companies in the oil and gas sector, principally based in Calgary, Alta. During this period, he led each successive organization through multiple rounds of private and public project financings, initiated and executed dual listings, established key international and domestic financial relations, and oversaw mergers and acquisitions, technical, operational, human resources, investor relations, and legal and regulatory functions, as well as closing several accretive asset acquisitions and financings in multiple jurisdictions. Prior to this, Mr. Nichol served as a management consultant at a top-tier international firm in New York and London advising Fortune 50 corporations on business and corporate strategies. Previously, Mr. Nichol worked at Schlumberger, the world's largest resource development services firm. He served in various technical, managerial, marketing and sales roles in North America, South America and Europe. The majority of his work focused on reservoir evaluation and production enhancement strategies. From 1992 until 2001, Mr. Nichol managed operations and executed projects in Canada, the United States and South America, including responsibility for reservoir stimulation and wellbore construction services for BP in Colombia. Mr. Nichol left Schlumberger to pursue his master of business administration at one of the world's top-ranked business schools, the London Business School, in the United Kingdom, and graduated with honours in 2003. Mr. Nichol also holds a bachelor of science in mechanical engineering from the University of Alberta and has been a registered professional engineer since 1994.

It is not yet decided whether any current board member of the corporation will step down in connection with Mr. Nichol's appointment.

The transaction is subject to a number of standard conditions of closing, including necessary board, shareholder and regulatory approvals, as well as completion of satisfactory due diligence.

Completion of the transaction is subject to a number of conditions, including TSX Venture Exchange acceptance. The transaction cannot close until the required approvals are obtained. There can be no assurance that the transaction will be completed as proposed or at all.

We seek Safe Harbor.

© 2024 Canjex Publishing Ltd. All rights reserved.