14:01:00 EDT Tue 14 May 2024
Enter Symbol
or Name
USA
CA



Lancaster Resources Inc
Symbol LCR
Shares Issued 50,188,872
Close 2024-01-02 C$ 0.06
Market Cap C$ 3,011,332
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Lancaster to spin off majority of Nelson Lake interest

2024-01-03 09:16 ET - News Release

Ms. Penny White reports

LANCASTER RESOURCES ANNOUNCES SPIN-OFF AGREEMENT WITH SUBSIDIARY AND RECORD DATE

Lancaster Resources Inc. has entered into a spinoff agreement with Lancaster's wholly owned subsidiary Nelson Lake Copper Corp. to spin off a majority of its interest in Nelson Lake Copper to Lancaster Resources shareholders. Incorporated on Dec. 15, 2023, and extra-provincially registered in Saskatchewan, Nelson Lake has a 100-per-cent interest in the Nelson Lake Copper property in Saskatchewan, Canada.

The Nelson Lake Copper property is adjacent to notable copper exploration projects, such as Cosa Resources' Heron property and Rio Tinto's Janice Lake (optioned from Forum Energy). The 5,722-hectare property targets sedimentary-hosted copper in the Wollaston domain copperbelt and offers a unique copper exploration opportunity.

Share distribution details

Pursuant to the spinoff agreement, the parties shall enter into an arrangement agreement and a plan of arrangement whereby Lancaster will issue 550,000 Lancaster common shares with a deemed value of six cents each to Nelson Lake in exchange for 1.6 million Nelson Lake shares at a deemed value of two cents each. Approximately one million common shares of Nelson Lake (the dividend shares) will be distributed to Lancaster shareholders at the closing of the transaction.

The record date to determine voting rights and the rights to receive dividend shares is Jan. 9, 2024. Shareholders of Lancaster as of Jan. 9, 2024, will be eligible to receive dividend shares at a distribution ratio of one dividend share for every 50 Lancaster shares held. Shares of Lancaster Resources purchased in the market require three business days before ownership is established, so shares purchased after the close of trading on Thursday, Jan. 4, 2023, will not be eligible to receive dividend shares. Completion of the spinoff transaction is conditional upon the parties entering into an arrangement agreement and a plan of arrangement, completing an audit of the financial statements of Nelson Lake, completing a National Instrument 43-101 technical report of the Nelson Lake copper project, and obtaining approvals of the British Columbia Supreme Court and of the shareholders of Lancaster. The spinoff transaction will not affect the shareholdings of Lancaster common shares and there will be no change in the corporate structure of Lancaster. Lancaster shareholders holding shares as of the record date will receive shares in Nelson Lake Copper in addition to shares held in Lancaster Resources.

Executive comments

Penny White, president and chief executive officer of Lancaster Resources, stated, "We are thrilled to unlock shareholder value through this strategic spinoff, enabling Nelson Lake to independently exploit its copper project to its full potential."

Lancaster's continuing commitment

Lancaster Resources remains committed to exploring and developing critical metals, including the Alkali Flat lithium brine project in New Mexico and the Trans-Taiga lithium property in Quebec.

The spinoff transaction will be a related party transaction within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the transaction will not exceed 25 per cent of Lancaster's market capitalization.

About Lancaster Resources Inc.

Lancaster Resources is engaged in exploring battery and critical metals to take advantage of the global shift toward decarbonization and electrification. Lancaster has rights to acquire 100 per cent of the Alkali Flat lithium brine project, near Lordsburg, N.M., United States, a set of claims approximately 5,200 acres (8.1 square miles) in size that Lancaster is exploring for concentrated subsurface lithium brine deposits. Lancaster's vision is to produce net-zero lithium using direct lithium extraction technology powered by solar or geothermal energy.

We seek Safe Harbor.

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