Mr. Massimo Bellini Bressi reports
BATTERY X METALS ANNOUNCES EXERCISE OF CALL RIGHT TO ACQUIRE ALL REMAINING SHARES OF LITHIUM-ION BATTERY DIAGNOSTICS AND REBALANCING TECHNOLOGY COMPANY
Further to Battery X Metals Inc.'s news release dated June 6, 2024, and pursuant to the terms of the share exchange agreement referenced therein, dated April 10, 2024, as amended and restated on May 1, 2024, and further amended on May 31, 2024, the company has exercised its call right to acquire the remaining 51 per cent of the common shares of Li-ion Battery Renewable Technologies Inc. (LIBRT) from the LIBRT shareholders in consideration for approximately 3,030,296 common shares of the company (as adjusted for the company's 1:3.3 share consolidation dated Dec. 10, 2024). The exercise of the call right and the acquisition are subject to compliance with the policies of the Canadian Securities Exchange (the CSE). No finders' fees are payable in connection with the acquisition.
On closing of the share exchange agreement, the company, the LIBRT shareholders and LIBRT entered into a shareholders' agreement dated June 6, 2024, pursuant to which the company was granted the call right. Following the exercise of the call right, the acquisition is subject to a five-day comment period in accordance with the policies of the CSE, after which the company intends to close the acquisition.
Since acquiring its initial 49-per-cent interest in 2024, as disclosed in the company's news releases dated Sept. 27, 2024, and Oct. 2, 2024, LIBRT has reached key milestones in technology development, strengthened its partnership with Beijing Pengneng Science & Technology Ltd. through a second amended agreement, and made significant progress in the design, development and production of its diagnostic and rebalancing machine prototype 2.0, which is scheduled for delivery in April, 2025. Additionally, LIBRT has engaged a leading patent law firm to file provisional patents for its lithium-ion battery diagnostic and rebalancing technology. In light of these advancements and continuing progress, the company is actively pursuing the consolidation of its interest in LIBRT by acquiring all remaining outstanding shares.
Terms of the acquisition
Of the 3,030,296 shares of the company to be issued on closing of the acquisition, it is anticipated that 1,818,176 shares to be issued to management and key personnel of LIBRT will be subject to a 12-month voluntary release escrow on a pro rata basis. This restriction will be implemented through the use of restrictive legends imprinted on the share certificates or DRS statements, as applicable, following closing. Certificates and DRS statements (as applicable) for these escrowed shares will be separated into 13 separate certificates or statements, which will be delivered at closing to each applicable vendor. Each certificate or statement, except for the first, which will not be subject to a restrictive legend, will carry a distinct hold period expiring in consecutive 30-day intervals, resulting in a total of 12 release periods from the closing. The remaining 1,212,120 shares issuable upon closing will not be subject to any restrictions. Additionally, each vendor has agreed not to sell, transfer, assign or dispose of any shares exceeding 10 per cent of the daily trading volume on the CSE (Canadian Securities Exchange) unless otherwise approved in writing by the company.
The closing of the acquisition is subject to customary closing conditions, including compliance with CSE policies and is expected to occur on or before March 28, 2025.
About Battery X Metals Inc.
Battery X Metals is an energy transition resource exploration and technology company dedicated to advancing domestic battery and critical metal resource exploration while developing proprietary technologies. The company focuses on exploring battery metals, recycling battery materials and extending the life span of lithium ion and electric vehicle (EV) batteries through its portfolio company, LIBRT1.
About Li-ion Battery Renewable Technologies Inc.
Li-ion Battery Renewable Technologies is a development-stage battery technology company based in Vancouver, B.C., focused on becoming a leader in lithium-ion battery diagnostics and renewal technologies. Li-ion Battery Renewable utilizes innovative and proprietary technology to diagnose and extend the life span of electric vehicle (EV) batteries. Its battery cell rebalancing technology addresses capacity degradation caused by cell imbalances, helping to extend battery life, reduce the need for costly replacements, keep batteries out of landfills and minimize the demand for mining critical metals. Additionally, Li-ion Battery Renewable is developing advanced diagnostic equipment for EV battery services.
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