お知らせ • Jul 12
Nevada Lithium Resources Inc. (CNSX:NVLH) completed the acquisition of remaining 50% stake in Bonnie Claire Lithium project from Iconic Minerals Ltd. (TSXV:ICM) for CAD 8 million.
Nevada Lithium Resources Inc. (CNSX:NVLH) entered into a letter of intent to acquire remaining 50% stake in Bonnie Claire Lithium project from Iconic Minerals Ltd. (TSXV:ICM) on January 6, 2023. On March 24, 2023, the Company and Iconic Minerals Ltd. together announced the entering into of a definitive arrangement agreement. Upon closing of the Arrangement, the Company will hold a 100% interest in and to the Project. It is currently anticipated that the Proposed Transaction will be completed by way of a plan of arrangement whereby (i) Iconic's 50% interest in the Bonnie Claire Project would be spun out into a wholly owned subsidiary ("MergeCo"), (ii) Iconic would distribute 90% of the issued and outstanding shares of MergeCo to Iconic shareholders, and (iii) MergeCo would amalgamate with Nevada Lithium (or its subsidiary) (the "Resulting Issuer") and MergeCo shareholders would receive shares of the Resulting Issuer in exchange for their shares of MergeCo, such that immediately following the completion of the amalgamation (the "Closing") the shareholders of MergeCo as a group and the shareholders of Nevada Lithium as a group would each hold 50% of the issued and outstanding Resulting Issuer shares, on a non-diluted basis (after giving effect the Debt Settlement. The parties intend to enter into a definitive arrangement agreement in respect of the Proposed Transaction. At Closing, Nevada Lithium will have paid and/or settled all outstanding liabilities and debts, such that it has no outstanding liabilities.The board of directors of the Resulting Issuer would be limited to no more than five members, of which two members would be the nominees of Iconic, two members would be the nominees of the Resulting Issuer and one member would be the nominee of the other four directors, subject to certain exceptions. Stephen Rentschler would continue to serve as Chief Executive Officer of the Resulting Issuer, and Richard Kern, the current Chief Executive Officer of Iconic, would be appointed the Chief operating Officer. Completion of the Proposed Transaction will be subject to the satisfaction of various conditions precedent, including: (i) the receipt of all necessary regulatory approvals, authorizations and consents, including acceptance for filing of the Proposed Transaction by the TSX Venture Exchange and, if applicable, the Canadian Securities Exchange; (ii) receipt of all necessary corporate and shareholder approvals by the parties; and (iii) satisfactory due diligence investigations by the parties. The Proposed Transaction has the unanimous support of board of directors of Nevada Lithium Resources and Iconic Minerals Ltd. Iconic shall make an application to seek final approval (the "Final Order") of the Arrangement from the Supreme Court of British Columbia. As of May 26, 2023, the shareholders of Iconic Minerals have overwhelmingly approved the transaction. As of June 2, 2023, Supreme Court of British Columbia has granted the final order approving the previously announced arrangement whereby Nevada Lithium Resources Inc. will acquire, by way of plan of arrangement under the Business Corporations Act (British Columbia), Iconic's 50% interest in the Bonnie Claire Lithium project located in Nye County, Nevada. The completion of the Arrangement remains subject to the receipt of all necessary approvals, including final acceptance by the TSX Venture Exchange of the Arrangement, and satisfaction by the parties of the TSXV's closing conditions and other conditions customary in transactions of this nature. Garfinkle Biderman LLP acted as legal counsel to Nevada Lithium in connection with the Arrangement. Lotz & Company acted as legal counsel to Iconic in connection with the Arrangement.Nevada Lithium Resources Inc. (CNSX:NVLH) completed the acquisition of remaining 50% stake in Bonnie Claire Lithium project from Iconic Minerals Ltd. (TSXV:ICM) for CAD 8 million on July 10, 2023. Nevada Lithium issued an aggregate of 66,912,827 common shares as consideration for the Arrangement (the "Consideration Shares"), of which 60,221,528 Consideration Shares were received by the Iconic shareholders and 6,691,299 were received by Iconic, representing, in the case of the Iconic shareholders, 0.4082576248 Consideration Share for each one Iconic common share held.