04:54:09 EDT Fri 19 Apr 2024
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Edison Lithium Corp (2)
Symbol EDDY
Shares Issued 18,553,916
Close 2024-02-01 C$ 0.14
Market Cap C$ 2,597,548
Recent Sedar Documents

Edison Lithium mails addendum to info circular

2024-02-01 17:21 ET - News Release

Mr. Nathan Rotstein reports


Further to the news releases dated March 28, 2023, July 13, 2023, Nov. 28, 2023, and Dec. 7, 2023, Edison Lithium Corp. has mailed, using notice-and-access procedures, an addendum to the management information circular and related meeting materials for the annual general and special meeting of the company's shareholders, warrantholders and optionholders to be held in connection with the proposed transaction pursuant to which the company will spin out common shares of its wholly owned subsidiary, Edison Cobalt Corp., to its shareholders by way of statutory plan of arrangement pursuant to the Business Corporations Act (British Columbia).

The addendum describes revisions to the circular respecting the share exchange ratio contemplated in the arrangement and previously announced in the company's news release dated Dec. 7, 2023, and described in the circular. The share exchange ratio has been revised such that shareholders of the company will now receive one-fifth of a common share of SpinCo for every one common share of the company held. Pursuant to the revised arrangement terms, the board will retain sole discretion to increase the share exchange ratio to provide shareholders of the company with more than one fifth of a common share of Edison Cobalt for every one common share of the company held, up to a maximum of one common share of Edison Cobalt for every one common share of the company held (the maximum being the share distribution ratio originally set out in the circular).

At the meeting, securityholders will be asked to pass a special resolution to approve the arrangement. The arrangement will be carried out pursuant to the terms of an amended and restated arrangement agreement dated Jan. 31, 2024, between the company and SpinCo and in accordance with the terms of the plan of arrangement.

Meeting date

The meeting is scheduled to be held at 1200, 750 West Pender St., Vancouver, B.C., V6C 2T8, on Monday, Feb. 26, 2024, at 10 a.m. Vancouver time, and the record date for determining securityholders entitled to receive notice of and vote at the meeting has been fixed as at the close of business on Jan. 12, 2024.

Meeting materials

Pursuant to notice-and-access provisions, the company has sent a notice of the meeting, notice of addendum, form of proxy and voting instruction form to each securityholder, indicating that the meeting materials have been posted, with the process to access or obtain a paper copy of the meeting materials.

Securityholders are urged to carefully review all meeting materials as they contain important information concerning the arrangement and the rights and entitlements of the securityholders in relation thereto. In addition, at the meeting, company shareholders will be asked to consider those matters further described in the notice of the meeting.

The information circular has been posted, together with the notice of the meeting, the forms of proxy, the voting instruction form and the financial statements request form, on the company's website and on SEDAR+ under the company's profile.

In connection with the filing of the information circular, the company has also filed a National Instrument 43-101 (Standards of Disclosure for Mineral Projects) technical report on the Kittson cobalt property.

Voting requirements

To implement the arrangement, the special resolution must be approved, with or without amendment, by not fewer than two-thirds of the votes cast by: (i) securityholders (voting as a single class); and (ii) company shareholders, present in person or represented by proxy at the meeting.

The company's board of directors unanimously recommends that securityholders vote for the arrangement.

Interim court order

In connection with the arrangement, the company obtained an interim order from the Supreme Court of British Columbia dated Jan. 18, 2024, providing for, among other things, the calling and holding of the meeting.

Final order and completion date

The application for the final order of the court approving the arrangement is currently expected to take place on March 1, 2024. Subject to obtaining the final order, the required approvals from the securityholders, the approval from the TSX Venture Exchange, and certain other regulatory approvals and conditions to implementing the arrangement as set out in the arrangement agreement, the arrangement is anticipated to be completed in second quarter of 2024.

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.

We seek Safe Harbor.

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