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The Amendment permits LEP to close a proposed shares for debt transaction detailed below prior to the Transaction and, when combined with other changes set out in the Amendment, results in the Transaction no longer being deemed a reverse take-over transaction for accounting purposes. Instead, LEP is proceeding to obtain approval of the Transaction from the
The changes in the Amendment do not affect the structure of the Transaction or the number of securities issuable to acquire all of the outstanding securities of ASM.
To repeat prior news releases, it is structured as a three-cornered amalgamation among LEP, ASM, and a wholly-owned subsidiary of LEP (the "Transaction"). Pursuant to the terms of the Agreement, the existing shareholders of ASM will each receive one common share of LEP (each, a "Lithium Share") and one half of one warrant at an exercise price of
The closing of the Agreement is subject to:
- A non-brokered private placement (the "Financing") raising gross proceeds of up to a remaining amount of
- A shares for debt arrangement to settle an aggregate of
There are currently 16,063,375 Lithium Shares issued and outstanding. On the closing of the Transaction, and assuming 22,500,000 Lithium Shares are issued in the Financing and 5,682,387 Lithium Shares are issued in the Debt Settlement, LEP anticipates that there will be a total of 58,520,322 Lithium Shares issued and outstanding on a non-diluted basis with 27.5% held by current LEP shareholders, 38.4% held by investors in the Financing, 9.7% held by creditors participating in the Debt Settlement and 24.4% held by current shareholders of ASM. LEP does not anticipate that the Transaction or the ancillary matters thereto will result in any new Insiders of LEP (as that term is defined by the policies of the TSXV).
The Transaction was negotiated at arm's length. Subsequent to entering into the Agreement, and at its last annual general meeting held on
There are no further anticipated changes to LEP's board of directors and executive management team on closing.
LEP intends to change its name to "
Trading in Lithium Shares has been halted and will remain halted pending review by the TSXV of the Transaction, and satisfaction of TSXV conditions with respect to the same.
Securities issued by LEP in connection with the Financing and the Debt Settlement will be subject to resale restrictions as required pursuant to TSXV policies and securities laws.
ON BEHALF OF THE BOARD OF DIRECTORS OF LITHIUM ENERGY PRODUCTS INC.
"James Walker"
Director and Chief Executive Officer
For further information, please contact
Neither the
Disclaimer for Forward-Looking Information
Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the Transaction. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Forward looking statements in this news release include, without limitation: the expectation that the Transaction will close; the ability of LEP to obtain the necessary approvals; a suggestion that the Financing and Debt Settlement will be completed as contemplated; the proposed name change; the anticipated share numbers and percentages on closing; and that the TSXV will consider the Transaction to constitute a "Fundamental Acquisition". Such statements are subject to risks and uncertainties that
may cause actual results, performance or developments to differ materially from those contained in the statements, including the risk that the TSXV may not approve the Transaction or the ancillary matters contemplated therein; the inability to close the Financing and/or Debt Settlement; that the Transaction may not be completed for any other reason; or that factors may occur which impede or prevent future development plans. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits LEP will obtain from them. Readers are urged to consider these factors carefully in evaluating the forward-looking statements contained in this news release and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements. These forward-looking statements are made as of the date hereof and LEP disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws.
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Copyright (c) 2020 TheNewswire - All rights reserved., source