Vancouver, March 28, 2023 - Edison Lithium Corp. (TSXV: EDDY) (OTCQB: EDDYF) (FSE: VV00) ("Edison" or the "Company") further to the Company's news release dated May 19, 2022, the Company is pleased to provide an update regarding the proposed spinout of its cobalt assets in northeastern Ontario, referred to as the Kittson Cobalt Property (the "Spin-Out"), into a newly incorporated subsidiary ("SpinCo"). The Company will continue to hold its interest in the Antofalla Salar and Pipanaco Salar lithium projects in Argentina.
It is proposed that the Spin-Out will be carried out by way of statutory plan of arrangement pursuant to the Business Corporations Act (British Columbia). Common shares of SpinCo (the "SpinCo Shares") will now be distributed to shareholders of Edison on the basis of one SpinCo Share for every eight common shares of Edison held. There will be no change in Edison shareholders' holdings in the Company as a result of the Spin-Out. If the Spin-Out is completed, shareholders will own shares in both companies, Edison and SpinCo.
The proposed Spin-Out will be subject to the terms of an arrangement agreement to be entered into between Edison and SpinCo, approval of shareholders at a meeting of Edison shareholders, approval of the British Columbia Supreme Court, and approval of the TSX Venture Exchange (the "Exchange").
The Company intends to seek a listing of the SpinCo Shares on the Exchange, however no assurance can be provided that such a listing will be obtained. Listing will be subject to SpinCo fulfilling all of the requirements of the Exchange.
The Company expects the Spin-Out will increase shareholder value by allowing capital markets to ascribe value to the Kittson Cobalt Property independent of the Company's lithium properties.
Nathan Rotstein, Chief Executive Officer of Edison, comments, "We are always looking at opportunities to unlock shareholder value and spinning out the cobalt asset makes perfect sense. Cobalt is an essential mineral that has strong demand in rechargeable batteries for electric vehicles, mobile phones, and other electronic devices. The new entity will present a compelling opportunity for further investment in the heated battery metals space."
Upon completion of the Spin-Out, SpinCo intends to undertake a private placement of up to 15,000,000 units (the "Units") at $0.10 per Unit for gross proceeds of up to $1,500,000 (the "Private Placement"). Each Unit will consist of one SpinCo Share and one warrant (a "Warrant"), each Warrant will be exercisable into one SpinCo Share at an exercise price of $0.12 per SpinCo Share, for a period of two years from the date of issuance. The Private Placement is expected to close concurrently with listing on the Exchange. The SpinCo Shares and Warrants will be subject to a four-month statutory hold period expiring four months and one day from the closing date of the Private Placement.
Further details of the Spin-Out and Private Placement will follow by additional press releases. Timing of the Spin-Out and Private Placement will be based on prevailing market conditions. The particulars of the Spin-Out are not yet final and shareholders are cautioned that there can be no assurance that the Spin-Out will be completed on the terms described herein or at all.
About Edison Lithium Corp.
Edison Lithium Corp. is a Canadian-based junior mining exploration company focused on the procurement, exploration and development of cobalt, lithium, 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 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 metals space.
On behalf of the Board of Directors:
Chief Executive Officer and Director
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Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Disclaimer: This news release contains certain forward-looking statements. Statements that are not historical facts, including statements about Edison's beliefs and expectations, are forward- looking statements. Forward-looking statements involve inherent risks and uncertainties and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. In some cases, forward-looking statements can be identified by words or phrases such as "may," "will," "will be", "expect," "anticipate," "target," "aim," "estimate," "intend," "plan," "believe," "potential," "continue,", "proposes", "contemplates", "is/are likely to" or other similar expressions. All information provided in this news release is as of the date of this news, and the Company undertakes no duty to update such information, except as required under applicable law.
Forward-looking statements in this press release relate to, among other things: the incorporation of SpinCo, completion of the proposed Spin-Out, the Company maintaining its interest in the Antofalla Salar and Pipanaco Salar properties, distribution of SpinCo Shares to Edison shareholders and the basis of such distribution, no changes occurring to Edison shareholders' holdings, the receipt of required shareholder, court, stock exchange and regulatory approvals for the Spin-Out, listing of the SpinCo Shares on the Exchange, increases to shareholder value as a result of the Spin-Out, the new entity presenting compelling opportunity for further investment in the heated battery metals space, the timing of the Spin-Out transaction, and the timing of additional details concerning the Spin-Out and the terms and timing for completion of the Private Placement. Actual future results may differ materially. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections of management on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the respective parties, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: determination of acceptable terms for the proposed Spin-Out, receipt of all required shareholder, court, stock exchange and regulatory approvals for the Spin-Out; changes in the value of the Kittson Cobalt, Antofalla Salar, and Pipanaco Salar properties; fluctuations in the securities markets, commodity pricing and the market price of the Company's common shares and Exchange approval for listing of the SpinCo Shares. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times. Except as required by law, the Company does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
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