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Lithium One and Norris Lithium to Merge to Expand Land Position in James Bay, Quebec

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Lithium One and Norris Lithium to Merge to Expand Land Position in James Bay, Quebec

 

 

 

 

 

 

Lithium One Metals Inc. (TSX-V: LONE) (OTCQB: LOMEF) (FSE: H490) and Norris Lithium Inc. (CSE: CHCK) have entered into a definitive arrangement agreement dated June 19, 2023 pursuant to which Lithium One will acquire all of the issued and outstanding common shares of Norris Lithium on the basis of 0.672 common shares of Lithium One for each share of Norris Lithium held, by way of a plan of arrangement under the Business Corporations Act (British Columbia). This strategic consolidation represents a significant milestone in both companies’ growth trajectories, with Lithium One and Norris Lithium both benefiting from the creation of a large land position in James Bay, Québec, an established presence in Northwestern Ontario in a rapidly emerging lithium district, combined technical expertise, and a joint exploration program already underway. Upon the closing of the Transaction, it is expected that the shareholders of Norris Lithium will hold approximately 35% of the common shares of the combined company, with Dale Ginn being appointed as President & CEO of Lithium One, and Nav Dhaliwal assuming the role of Executive Chair of Lithium One.

 

Transaction Highlights

  • Creating a Leading Land Position in James Bay, Québec. The Transaction will result in the addition of two lithium exploration projects totaling 4,500 ha in the renowned Corvette lithium belt of James Bay, Québec. As a result, Lithium One’s total land holdings in the district will total 20,750 ha (Figure 1). Notably, Norris Lithium’s Highway property is immediately adjacent to Lithium One’s Ferrari property, which through the combination will grow to 9,000 ha. The combined company will have an overall lithium-prospective land position of 23,650 ha in Québec.
  • A Platform for Growth in Ontario. Norris Lithium shareholders gain exposure to a portfolio of lithium-prospective exploration properties in Ontario, totalling 26,259 ha, for an overall total of 49,791 ha within the combined entity, creating one of the largest lithium property portfolios in Canada.
  • Streamlining Exploration Programs. Both companies were already underway with plans for robust exploration campaigns in 2023. The merger will now allow for streamlined and cost-effective joint exploration programs. Importantly, follow up to the previous pegmatite discoveries on the Highway property will now be expanded to the contiguous Ferrari property.
  • Enhanced Leadership and Technical Teams. The combined company’s board and management team will draw from the expertise of both companies. This is expected to result in mutually beneficial financial synergies.
  • Strengthened Capital Markets Profile. The proposed Transaction will enhance both companies’ standing in the capital markets, by virtue of a larger market capitalization, more prominent land position and increased exploration activity.

 

Nav Dhaliwal, current CEO and Director of Lithium One and proposed Executive Chair of the combined company, commented: “The business combination with Norris Lithium is an exciting transaction that is transformative for both companies and their shareholders. This merger combines two exciting and parallel lithium exploration portfolios, particularly focused on the active and high-profile James Bay lithium belt.”

 

Dale Ginn, current President & CEO, Director of Norris Lithium and proposed President & CEO of the combined company further commented: “We are excited to immediately take advantage of the synergies being provided by combining operations of the two companies in James Bay, and for Norris shareholders, to add diversification into Ontario with the addition of established lithium-prospective properties in what we see as an important emerging lithium district.”

 

Transaction Details

 

Pursuant to the terms of the Agreement, Lithium One will acquire all of the issued and outstanding common shares of Norris Lithium on the basis of 0.672 common shares of Lithium One for each share of Norris Lithium held (the “Exchange Ratio”). The Exchange Ratio implies a consideration of C$0.29 per Norris Lithium Share, based on the volume weighted average price of Lithium One’s common shares on the TSXV over the five trading days ending on June 16, 2023. This consideration represents a premium of 31% to the trailing 5-day VWAP of Norris Lithium’s common shares on the CSE. Warrants and options of Norris Lithium will additionally be adjusted or exchanged to become warrants and options, respectively, of Lithium One based on the Exchange Ratio.

 

Upon closing of the Transaction, Norris Lithium shall be entitled to nominate two directors to the Lithium One board of directors, which are expected to be Dale Ginn and Robert Jewson. Nicholas Watters and Carl Ginn will resign as directors of Lithium One. The board of Lithium One will therefore consist of the following on closing:

  1. Dale Ginn, President, CEO and Director
    Nav Dhaliwal, Executive Chair and Director
    Robert Jewson, Director
    James Bahen, Director
    Dominic Verdejo, Director
    Nathan Tribble, Director

 

The Arrangement will be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and is subject to a number of conditions being satisfied or waived by one or both of Lithium One and Norris Lithium at or prior to closing of the Arrangement, including approval of Norris Lithium shareholders, together with any requisite minority approvals, and receipt of all necessary regulatory and court approvals and the satisfaction of certain other closing conditions customary for a transaction of this nature.

 

It is expected that the special meeting of Norris Lithium shareholders to approve the proposed Arrangement will be held in August 2023 and, if approved at the meeting and all other conditions have been met, it is expected that the Arrangement would close shortly thereafter.

 

The Agreement includes customary provisions, including non-solicitation, right-to-match and fiduciary out provisions, as well as certain representations, covenants and conditions that are customary for a transaction of this nature. A termination fee may be payable by Norris Lithium in the case of certain terminating events. Details regarding these and other terms of the Transaction are set out in the Agreement, which will be available under the SEDAR profiles of Lithium One and Norris Lithium at www.sedar.com.

 

Further information regarding the Transaction will be contained in a management information circular to be prepared by Norris Lithium and mailed to its shareholders in connection with a special meeting of shareholders to be held by Norris Lithium, to consider the Arrangement and related matters. All shareholders of Norris Lithium are urged to read the information circular once available, as it will contain important additional information concerning the Transaction.

 

Board Recommendations and Voting Support

 

The Arrangement has been unanimously approved by the board of directors of both Lithium One and Norris Lithium. The board of directors of Norris Lithium unanimously recommends that Norris Lithium shareholders vote in favour of the Transaction. All of the directors and officers of Norris Lithium have entered into customary voting support agreements agreeing to vote in favour of the Transaction.

 

Haywood Securities Inc. has provided a verbal fairness opinion to the board of directors of Lithium One that, as of the date hereof, and based upon and subject to the assumptions, limitations and qualifications stated therein, the consideration to be paid by Lithium One to the shareholders of Norris Lithium under the Arrangement is fair, from a financial point of view, to Lithium One.

 

Red Cloud Securities Inc. has provided a verbal fairness opinion to the special committee of the board of directors of Norris Lithium that, as of the date hereof, and based upon and subject to the assumption, limitations and qualifications stated therein, the consideration to be received by the shareholders of Norris Lithium under the Arrangement is fair, from a financial point of view, to the shareholders of Norris Lithium.

 

Advisors and Counsel

 

Haywood Securities Inc. is acting as financial advisor and Cozen O’Connor LLP is acting as legal counsel to Lithium One.

 

Red Cloud Securities Inc. is acting as financial advisor and Harper Grey LLP is acting as legal counsel to the special committee of the board of directors of Norris Lithium.

 

About the James Bay Lithium District

 

Located in Québec, Canada, James Bay is rapidly emerging as a major lithium district, boasting ten advanced-stage projects and numerous early-stage occurrences (Figure 2). Notably, the Whabouchi Mine represents one of the world’s largest bulk tonnage lithium deposits, with a Mineral Resource of 36.6 Mt at 1.3% Li2O, and an estimated mine life of 33 years.[1] Additionally, the recently approved James Bay Lithium Mine has a Mineral Resource of 40.3 Mt at 1.4% Li2O and is proposed to produce an annual average of 321 Kt of spodumene concentrate over a 19-year mine life.[2]

 

 

 

Figure 1. Property map showing the combined land position of Lithium One and Norris Lithium and other properties of interest in the Corvette project area of James Bay, Québec.

 

 

 

Figure 2. Regional map showing the location and combined land position of Lithium One and Norris Lithium in James Bay, Québec.

 

Qualified Persons

 

This news release has been reviewed and approved by Carl Ginn, P.Geo., a director of Lithium One and a Qualified Person pursuant to National Instrument 43-101.

 

About Lithium One

 

Lithium One Metals is a Canadian exploration company specializing in the acquisition and development of high-potential lithium properties in Ontario and Québec. Our team of experienced geologists and prospectors are at the forefront of the search for the next generation of lithium deposits.

 

About Norris Lithium

 

Norris Lithium is engaged in the acquisition, exploration, and development of mineral property assets in Canada. Norris Lithium owns the Highway and Bus Lithium properties in the James Bay region of Québec and holds the Solitude Lake Property located near the Savant Lake area in the Patricia Mining Division, Ontario. Norris Lithium’s objectives are to conduct exploration programs on its Solitude Lake Property and Québec lithium properties and to locate and develop other economic mineral properties of merit.

 

Posted June 19, 2023

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