お知らせ • Sep 17
Ion Energy Ltd. completed the acquisition of Spirit Banner Capital Corp. (TSXV:SBCC.P) in a reverse merger transaction.
Ion Energy Ltd. entered into a binding letter of intent to acquire Spirit Banner Capital Corp. (TSXV:SBCC.P) in a reverse merger transaction on February 27, 2019. Ion Energy Ltd. entered into a definitive agreement to acquire Spirit Banner Capital Corp. in a reverse merger transaction on August 20, 2019. Under the transaction, Spirit Banner will issue its shares to the shareholders of Ion Energy and the number of new shares of Spirit Banner to be issued is subject to the final valuation of Ion Energy. In a related transaction, on November 18, 2019, Ion Energy announced that it will conduct a non-brokered private placement of a minimum of 6.66 million at a price of CAD 0.30 per subscription receipt for minimum gross proceeds of CAD 2 million. This consists of a minimum of 4,333,333 subscription receipts and a maximum of 10,000,000 subscription receipts offered. The minimum amount of funds to be raised has been reduced from CAD 2 million as previously announced on January 30, 2020 to CAD 1.3 million. Upon completion of the transaction, Spirit Banner Capital Corp. will carry on the business of Ion Energy and as a result, intends to change its name to "Ion Energy Ltd." or such other name as is acceptable to the regulators. Following completion of the transaction, the resulting issuer will be listed on the Exchange as a Tier 2 mining issuer. Subject to applicable approvals, it is anticipated that the directors of the resulting issuer will be Mathew Wood, Ali Haji, Aneel Waraich and Bataa Tumur-Ochir with Matthew Wood as the Chairman of the Board. The management of the resulting issuer will include Ali Haji as Chief Executive Officer and a Chief Financial Officer to be determined at a later date. On November 18, 2019, Spirit Banner and Ion Energy entered into an agreement whereby Spirit Banner advanced CAD 0.225 million to Ion Energy as a refundable deposit for the transaction.
The transaction is subject to Spirit Banner being satisfied with its due diligence review of Ion Energy, Ion Energy having delivered to Spirit Banner an independent geological report, any third party consents and approvals by all regulatory bodies having jurisdiction in connection therewith including, the TSX Venture Exchange, completion of private placement financing by Ion Energy and Spirit Banner having received shareholder approval for the name change. The transaction will not be subject to approval of shareholders of Spirit Banner, however, a special meeting of shareholders will be called for the purpose of changing the name to “Ion Energy Ltd”. The transaction is also subject to the approval of Ion Energy shareholders and subject to resignation of all of the officers and Directors of Spirit Banner, with the exception of Aneel Waraich and Bataa Tumur-Ochir. As on December 18, 2019, shareholders of Spirit Banner approved the name change to “Ion Energy Ltd”. As on March 30, 2020, the transaction received conditional approval from the TSX Venture Exchange. As of April 29, 2020, the financing by Ion Energy is ongoing and is intended to close in June 2020. As of January 30, 2020, the amendment agreement extends the deadline for completion of the proposed transaction to February 28, 2020. An amendment agreement was further entered into that extends the deadline for completion of the transaction to April 30, 2020. The transaction is expected to be completed in late April 2020 on a date to be determined by Spirit Banner and Ion Energy. As of April 29, 2020, closing of the qualifying transaction is expected to take place on June 22, 2020. As per the filing dated June 1, 2020, the transaction is expected to close on June 22, 2020. As announced on August 4, 2020, Closing of the transaction is anticipated to occur in the third week of August 2020.
Ion Energy Ltd. completed the acquisition of Spirit Banner Capital Corp. (TSXV:SBCC.P) in a reverse merger transaction on August 26, 2020. Pursuant to the transaction, prior to the completion Spirit Banner implemented a share consolidation of Spirit Banner’s 19.03078 million issued and outstanding common shares on the basis of one new Spirit Banner share for every two existing Spirit Banner shares. Old Ion Energy implemented prior to the completion, a share consolidation of Old Ion Energy’s 59.441928 million issued and outstanding common shares on the basis of one new Old Ion Energy share for every two existing Old Ion Energy shares. In addition, Ion Energy also completed the non-brokered private placement. Effective as of the closing date of the transaction, Ali Haji has been appointed as Chief Executive Officer and Peter Schloo as interim Chief Financial Officer of the combined company.