12:06:52 EDT Tue 07 May 2024
Enter Symbol
or Name
USA
CA



Lithium One Metals Inc
Symbol LONE
Shares Issued 53,580,500
Close 2023-09-26 C$ 0.24
Market Cap C$ 12,859,320
Recent Sedar Documents

Lithium One completes acquisition of Norris Lithium

2023-09-27 14:23 ET - News Release

Mr. Dale Ginn reports

LITHIUM ONE COMPLETES ACQUISITION OF NORRIS LITHIUM

Lithium One Metals Inc. and Norris Lithium Inc. have completed the previously announced acquisition of Norris by Lithium One by way of court-approved plan of arrangement under the Business Corporations Act (British Columbia).

Details of acquisition

Lithium One acquired all the outstanding shares of Norris in consideration for the issuance of an aggregate of 22,684,434 common shares of Lithium One to the former Norris shareholders, based on the share exchange ratio of 0.672 Lithium One share for each Norris share held. Full details of the acquisition and certain other matters are set out in the management information circular of Norris dated Aug. 11, 2023, which can be found under the SEDAR+ profile of Norris.

Board of director changes

In connection with the acquisition, Robert Jewson and Dale Ginn have joined the board of directors of Lithium One to replace Nicholas Watters and Carl Ginn following their resignations as directors of Lithium One. In addition, Dale Ginn has been appointed president and chief executive officer of Lithium One and Nav Dhaliwal has transitioned to the role of executive chairman of Lithium One following his resignation as president and chief executive officer.

Delisting of Norris shares

Trading in the Norris shares has been halted by the Canadian Securities Exchange (CSE) and the Norris shares are expected to be delisted from the CSE after the close of markets tody. Lithium One is in the process of applying for Norris to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate the public reporting requirements of Norris.

Early warning disclosure

Prior to the acquisition, Lithium One held no securities of Norris. On completion of the acquisition, Lithium One holds all of the issued and outstanding Norris shares. The Norris shares were acquired by Lithium One in exchange for the issuance of 0.672 Lithium One share for each whole Norris share held. As a result of the acquisition, Norris is a wholly owned subsidiary of Lithium One. An early warning report will be filed by Lithium One on SEDAR+ in accordance with applicable securities laws. A copy of the early warning report filed by Lithium One will be available under the company's profile on SEDAR+.

Certain directors and officers of Lithium One (the participating insiders) held an aggregate of 1,706,000 common shares of Norris and one of the participating insiders serves as an officer of Norris, and as a result, the acquisition may be considered a related party transaction for the purposes of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. Lithium One is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the fair market value of the subject matter of, nor the fair market value of the consideration for, the acquisition, insofar as it involves the participating insiders, does not exceed 25 per cent of the market capitalization of Lithium One, as determined in accordance with MI 61-101. Norris has determined that the transaction does not constitute a business combination for the purposes of MI 61-101 and therefore not subject to formal valuation and minority shareholder approval requirements on the basis that no collateral benefits are to be received by the directors or officers of Norris as a result of the completion of the transaction.

About Lithium One Metals Inc.

Lithium One Metals is a Canadian exploration company specializing in the acquisition and development of high-potential lithium properties in Ontario and Quebec. The company's team of experienced geologists and prospectors are at the forefront of the search for the next generation of lithium deposits.

We seek Safe Harbor.

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