10:56:01 EDT Wed 15 May 2024
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or Name
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Edison Lithium Corp (2)
Symbol EDDY
Shares Issued 14,553,916
Close 2023-12-07 C$ 0.195
Market Cap C$ 2,838,014
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Edison Lithium enters arrangement deal for spinout

2023-12-07 17:39 ET - News Release

Mr. Nathan Rotstein reports

EDISON LITHIUM ENTERS INTO ARRANGEMENT AGREEMENT FOR THE SPIN OUT OF COBALT ASSETS

Further to the news releases dated March 28, 2023, July 13, 2023, and Nov. 28, 2023, Edison Lithium Corp. has entered into an arrangement agreement dated Dec. 6, 2023, with its wholly owned subsidiary, Edison Cobalt Corp. (SpinCo), pursuant to which, among other things, a distribution of the common shares of SpinCo will take place with the result that the shareholders of the company will (other than any dissenting shareholders) also become shareholders of SpinCo by way of a statutory plan of arrangement pursuant to the Business Corporations Act (British Columbia).

Arrangement highlights:

  • An aggregate of approximately 18,553,916 common shares of SpinCo will be distributed to shareholders of Edison Lithium on the basis of one SpinCo share for every one common share of Edison Lithium held as at the distribution date.
  • There will be no change in Edison Lithium shareholders' holdings in the company as a result of the arrangement. If the arrangement is completed, shareholders will own shares in both companies, Edison Lithium and SpinCo.
  • Immediately prior to the completion of the arrangement, the company and SpinCo will have fulfilled or satisfied their respective closing conditions to a property purchase agreement between the company and SpinCo, including the company's transfer of the property claims comprising the Kittson cobalt property to SpinCo and SpinCo's share issuances to the company.
  • The company expects the arrangement will increase shareholder value by allowing capital markets to ascribe value to the Kittson cobalt property independent of the company's lithium properties and alkali dispositions.
  • The company will continue to hold its interest in the Antofalla salar and Pipanaco salar lithium projects in Argentina and alkali dispositions, a sodium sulphate project in the province of Saskatchewan.
  • SpinCo will become a reporting issuer in the provinces of British Columbia, Alberta and Ontario upon completion of the arrangement, and will seek to list the SpinCo shares on the TSX Venture Exchange.
  • In connection with the arrangement, the company's board of directors will make adjustments to the outstanding common share purchase warrants of Edison Lithium and the stock options granted pursuant to Edison's stock option plan in accordance with the terms of the arrangement agreement.

Upon completion of the arrangement, SpinCo intends to undertake a private placement financing to raise gross proceeds of up to $1.5-million at a price of five cents per security with terms to be determined at a later date based on prevailing market conditions.

Required approvals

The arrangement will be subject to the terms of the arrangement agreement, approval of shareholders at an annual general and special meeting of the Edison shareholders to be held in early 2024, approval of the B.C. Supreme Court, and approval of the exchange. The company has received conditional approval from the exchange for the arrangement.

Details of the arrangement will be provided in a management information circular that will be made available for delivery to the Edison Lithium shareholders pursuant to the notice-and-access provisions found in Section 9.1.1 of National Instrument 51-102 (Continuous Disclosure Obligations) and Section 2.7.1 of National Instrument 54-101 (Communication with Beneficial Owners of Securities of a Reporting Issuer) prior to the meeting. At the meeting, shareholders will be asked to vote on a special resolution approving the arrangement, among other resolutions.

The listing will be subject to SpinCo fulfilling all of the requirements of the exchange. There can be no assurance that the listing will be completed.

Share distribution record date

The share distribution record date will be determined by the board of directors of Edison Lithium and will be announced by way of a news release following required approvals.

Timing of the arrangement will be based on prevailing market conditions. The particulars of the arrangement are not yet final, and shareholders are cautioned that there can be no assurance that the arrangement will be completed on the terms described herein or at all.

A copy of the arrangement agreement will be made available on SEDAR+ under the profile of the company.

About Edison Lithium Corp.

Edison Lithium is a Canadian-based junior mining exploration company focused on the procurement, exploration and development of cobalt, lithium, alkali and other energy metal properties. The company's acquisition strategy is based on acquiring affordable, cost-effective and highly regarded mineral properties in areas with proven geological potential. Edison Lithium is building a portfolio of quality assets capable of supplying critical materials to the battery industry and intends to capitalize on and have its shareholders benefit from the renewed interest in the battery metal space.

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