Mr. Sam Wong reports
CROSS RIVER ANNOUNCES BUSINESS COMBINATION WITH SCOTIA LITHIUM
Cross River Ventures Corp. has entered into a business combination agreement dated Jan. 30, 2026, with Scotia Lithium Corp. and the shareholders of Scotia Lithium, pursuant to which the company will acquire all of the issued and outstanding shares of Scotia Lithium from the vendors in exchange for postconsolidation common shares in the capital of the company. Scotia Lithium's wholly owned subsidiary, Continental Lithium Ltd., holds a 100-per-cent interest in the L3 lithium project in Nova Scotia. Upon completion of the transaction, the company expects that it will be the largest tenement holder in the province for lithium and critical metals exploration.
Pursuant to the terms and conditions of the business combination agreement, the company will acquire each issued and outstanding Scotia Lithium share in exchange for one common share. In connection with the transaction and pursuant to the business combination agreement, the company will: (i) consolidate its issued and outstanding common shares on a 1:30 basis; (ii) change its name to Scotia Metals Corp.; (iii) complete concurrent financings on a non-brokered private placement basis of postconsolidation common shares issued as flow-through shares within the meaning of the Income Tax Act (Canada) and postconsolidation common shares; and (iv) reconstitute its management so that it comprises Rodrigo Roso (chief executive officer and director), Nick Rowley (president and director), Alan Sye (chief financial officer and corporate secretary), James Abson (vice-president of exploration), Brian Talbot (chairman and director), Darryl Cardey (director) and Shawn Khunkhun (director). The company expects to pay a finder's fee of 485,714 postconsolidation common shares to an arm's-length finder in connection with the transaction. No new control person will be created as a result of the transaction.
The transaction will constitute a fundamental change, as such term is defined in the policies of the Canadian Securities Exchange. Closing of the transaction, including the consolidation, name change, concurrent financing and management reconstitution, is subject to receipt of all necessary regulatory and shareholder approvals, including final acceptance of the CSE and shareholder approval of the transaction and consolidation, as well as the satisfaction or waiver of certain customary conditions precedent. The company intends to hold an annual general meeting of shareholders on March 24, 2026, at which the company will, among other things, seek shareholder approval of the consolidation and management reconstitution. Closing of the transaction is expected to occur in April, 2026.
Trading in the common shares has been halted and will remain halted, pending review and approval of the transaction by the CSE. For further information with respect to the transaction, please refer to the business combination agreement, which will be available under the company's SEDAR+ profile. Additional information on the transaction will be provided in subsequent news releases.
About Scotia Lithium Corp.
Scotia Lithium is a private British Columbia corporation in the business of acquiring and developing lithium and other battery metals projects.
The L3 project comprises a large, 100-per-cent-owned land package of approximately 1,200 square kilometres across 109 mineral licences, securing over 100 kilometres of prospective lithium pegmatite strike in western Nova Scotia. The ground is strategically located along strike from Champlain Mineral Ventures' Brazil Lake lithium project and immediately south of the former East Kemptville tin mine. The area is highly underexplored, with multiple priority targets identified within the Silurian White Rock formation, where coarse-grained pegmatites are associated with the South Mountain batholith. The project benefits from excellent infrastructure, including access to ports, power, roads, and proximity to Halifax and its international airport.
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