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
Lithium One and Norris Lithium to Merge. (Credit: Artyom Korshunov on Unsplash)
Lithium One Metals Inc. (TSXV: LONE; OTCQB: LOMEF; FSE: H490) (“Lithium One” or “LONE”) and Norris Lithium Inc. (CSE: CHCK) (“Norris Lithium”) have entered into a definitive arrangement agreement dated June 19, 2023 (the “Agreement”) pursuant to which Lithium One will acquire all of the issued and outstanding common shares of Norris Lithium (the “Transaction”) 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) (the “Arrangement”).
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.
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.”
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 (“VWAP”) 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.
Source: Company Press Release