Announcement • 22h
Global Battery Materials Corp. entered into an arrangement agreement to acquire Lomiko Metals Inc. (TSXV:LMR) from shareholders for CAD 11 million.
Global Battery Materials Corp. entered into an arrangement agreement to acquire Lomiko Metals Inc. (TSXV:LMR) from shareholders for CAD 11 million on July 28, 2026. A cash consideration valued at CAD 0.13 per share will be paid by Global Battery Materials Corp. As part of consideration, an undisclosed value is paid towards common equity of Lomiko Metals Inc. Concurrently upon entering the Arrangement Agreement, the Company and the Purchaser entered into the Loan Facility providing the Company up to CAD 800,000 (or, in the event of a termination of the Arrangement Agreement in certain specified circumstances relating to the Purchaser’s financing obligations and its failure to consummate the Transaction, up to CAD 1,200,000, at the election of the Company) aggregate principal amount to assist with funding working capital requirements until closing of the Transaction.
In case of termination of transaction, seller will pay a termination fee of CAD 0.42 million. If the Arrangement Agreement is terminated in certain circumstances relating to the Purchaser’s financing obligations and its failure to consummate the Transaction, the Company can elect to, either (i) convert the outstanding principal owing under the Loan Facility into Shares at a price of CAD 0.13 per Share, subject to certain adjustments, and subject to the approval of the TSXV, to convert the accrued and unpaid interest outstanding thereunder as permitted under the rules and policies of the TSXV, or (ii) increase the aggregate amount available under the Loan Facility to CAD 1,200,000.Upon closing of the Transaction, the Purchaser intends to cause the Shares to be delisted from the TSXV and will submit an application to cease to be a reporting issuer under applicable Canadian securities laws.
The transaction is subject to subject to court approval, subject to shareholder approval, approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by target shareholders and third party approval needed. The Board of Directors of Lomiko Metals Inc. formed a special committee for the transaction. The deal has been unanimously approved by the board of Lomiko Metals Inc. The transaction is expected to close in the fourth quarter of 2026. In connection with the Transaction, Securityholders who hold, in aggregate, 14,559,998 Shares (representing approximately 18.19% of the issued and outstanding Shares), including each of the directors and executive officers of the Company, who hold, in aggregate, 5,859,998 Shares (representing approximately 7.32% of the issued and outstanding Shares), have entered into voting support agreements with the Purchaser, providing for such Securityholders to vote all securities owned by them and entitled to vote at the Meeting in favour of the Transaction.
EY-Parthenon is acting as financial advisor to the Special Committee and the Board, and Evans & Evans, Inc. is providing the independent fairness opinion to the Special Committee and the Board of Lomiko Metals. Fasken Martineau DuMoulin LLP is acting as legal counsel to the Lomiko Metals, and Cassels Brock & Blackwell LLP is acting as legal counsel to the Global Battery Materials.
