Mr. Ali Haji reports
ION ANNOUNCES CLOSING OF DEBT SETTLEMENT AND UPDATE ON JOINT VENTURE ON URGAKH NARAN PROJECT
Lithium Ion Energy Ltd. has closed its previously announced debt settlements with certain non-arm's-length creditors. Pursuant to the debt settlement, the company has settled an aggregate amount of $120,000 in debt in consideration for which it issued an aggregate of three million common shares of the company at a deemed price of four cents per share.
All securities issued in relation to the debt settlement are subject to a hold period expiring four months and one day after the date of issuance in accordance with applicable securities laws and the policies of the TSX Venture Exchange. The debt settlement remains subject to the final approval of the TSX-V.
The company is pleased to provide an update regarding its strategic partnership for the advancement of the Urgakh Naran project in Mongolia. The company entered into a binding joint venture agreement with SureFQ Ltd., effective March 26, 2025, under which Ion will retain a 20-per-cent free carried interest in the project through commercial production in exchange for $5.5-million (U.S.) in cash consideration to Ion over 4.5 years and $8-million (U.S.) in development expenditures on the UN project over four years. As the transaction constitutes more than 50 per cent of the company's assets, the company will be seeking shareholder approval at its annual general meeting to be held Aug. 26, 2025, in accordance with TSX-V policy.
Related-party transaction
In connection with the debt settlement, certain insiders of the company were issued an aggregate of three million shares. The acquisition of the shares by insiders in connection with the debt settlement is considered a related-party transaction pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) requiring the company, in the absence of exemptions, to obtain a formal valuation for, and minority shareholder approval of, the related-party transaction. The company is relying on an exemption from the formal valuation requirements of MI 61-101 available because no securities of the company are listed on specified markets, including the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, Nasdaq or any stock exchange outside of Canada and the United States other than the alternative investment market of the London Stock Exchange or the Plus markets operated by Plus Markets Group PLC. The company is also relying on the exemption from minority shareholder approval requirements set out in MI 61-101 as the fair market value of the participation in the debt settlement by the insiders does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101. The company did not file a material change report in respect of the related-party transaction at least 21 days before the closing of the debt settlement as the company wished to close the debt settlement in an expeditious manner.
About Lithium Ion Energy Ltd.
Lithium Ion is committed to exploring and developing high-quality lithium resources in strategic jurisdictions. Ion is focused on advancing the 29,000-plus-hectare Urgakh Naran highly prospective lithium brine licence in Dorngovi province in Mongolia. Ion is well poised to be a key player in the clean energy revolution, positioned well to service the world's increased demand for lithium.
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