CALGARY, March 22, 2019 -
AlkaLi3 Resources Inc. ("AlkaLi3") (NEX: ALK.H) provides an update on the previously announced transaction whereby Loop Insights Inc. ("Loop") and AlkaLi3 will amalgamate (the "Amalgamation" or "Transaction"), and the amalgamated corporation (the "Resulting Issuer") will carry on the business of Loop under the name "Loop Insights Inc." and proposes to list as a Tier 2 Technology Issuer on the TSX Venture Exchange (the "TSXV"). The Amalgamation is an arm's length amalgamation and will constitute a "reverse takeover" pursuant to the policies of the TSXV. Pursuant to an amending agreement dated March 21, 2019, AlkaLi3 and Loop have agreed to reschedule the meetings (the "Meetings") of the Loop and AlkaLi3 shareholders in respect of the Transaction to Tuesday, May 7, 2019 as the parties continue to work to satisfy the TSXV's listing requirements in connection with the Transaction. AlkaLi3 expects that, in coordination with Loop, the outstanding requirements of the TSXV will be satisfied and completed in the near term.
As a result of the rescheduling of the Meetings, closing of the Transaction will be similarly delayed. Both AlkaLi3 and Loop remain committed to completing the Transaction and both parties are currently in the process of satisfying all requirements and conditions to do so, including working with the TSXV, addressing certain outstanding business matters, and preparing the documentation required in connection with the Meetings and the closing of the Transaction, including the joint management information circular and required financial statements of each of Loop and AlkaLi3 which will be included therein. The proposed Transaction remains subject to a number of conditions including, but not limited to, receiving approval of the shareholders of each of AlkaLi3 and Loop and approval from the TSXV. The Transaction cannot be completed until the required shareholder, regulatory and other approvals are obtained.
In addition, in connection with the Transaction becoming effective, Loop and AlkaLi3 now expect that Mr. Paul Baay, Chairman of the board of directors of AlkaLi3, and Mr. Peter Green, former SVP and President of Telus Business Solutions, will be joining the board of directors of the Resulting Issuer. It is expected that the board of directors of the Resulting Issuer will be comprised of Mr. Rob Anson, Mr. Greg Vance, Mr. Dallas Pretty and Mr. Peter Green of Loop and Mr. Paul Baay of AlkaLi3. Mr. Baay is the President, Chief Executive Officer and a director of
Touchstone Exploration Inc., an international oil and gas company listed on the Toronto Stock Exchange and the AIM market of the London Stock Exchange. Mr. Baay is also a member of the Institute of Corporate Directors, with his ICD.D certification and has over 20 years of public company experience, having previously served on multiple public company boards. Mr. Green is a senior executive with more than 25 years of experience in the technology industry. Previously, Mr. Green has served as the SVP and President - Telus Business Solutions, President - National Small and Medium Businesses & Customer Solutions, and in other senior roles at Telus. Mr. Green has also held a number of other executive roles at a variety of technology, media and retail companies in the United Kingdom.
Further information regarding the Transaction, including with respect to the Resulting Issuer, will be provided in a joint management information circular of AlkaLi3 and Loop, which is expected to be mailed to the shareholders of each of AlkaLi3 and Loop in the near term in connection with an annual and special meeting of AlkaLi3 shareholders and an annual and special meeting of Loop shareholders, each to be held to consider and approve the Transaction, among other things.
For more information in respect of the Transaction please see the news release issued by the Company on February 5, 2019 and made available under the Company’s profile at www.sedar.com.
For further information contact:
AlkaLi3 Resources Inc.
Paul Baay, Chairman of the Board of AlkaLi3
(403) 619-8407
Rob Anson, Chief Executive Officer of Loop
(604) 600-7950
Forward-Looking Statements and Disclaimers
This news release contains certain statements which constitute forward-looking statements or information ("forward-looking statements"), including statements regarding Loop's business; the Transaction including the timing of the Meetings in respect thereof and the timing of mailing documentation in respect of, and the items of business for, the meetings of the shareholders of each of AlkaLi3 and Loop and completion of the Transaction. Such forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond AlkaLi3's and Loop's control, including the ability of AlkaLi3 and Loop to satisfy the conditions to completion of the Transaction including receipt of all regulatory approvals (including the TSXV) and shareholder approvals, the impact of general economic conditions, industry conditions, competition from other industry participants, stock market volatility and the ability to access sufficient capital from internal and external sources. Although AlkaLi3 and Loop believe that the expectations in the forward-looking statements are reasonable, they are based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. As such, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future results, levels of activity or achievements. The forward-looking statements contained in this news release are made as of the date of this news release and, except as required by applicable law, neither AlkaLi3 nor Loop undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the joint management information circular of AlkaLi3 and Loop to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of AlkaLi3 should be considered highly speculative
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
