Nemaska Lithium Inc. (“
Nemaska Lithium” or the
“
Corporation”) announces that the Corporation
completed today its previously announced sale (the
“
Transaction”) to a group made up of
Investissement Québec (“
IQ”), and The Pallinghurst
Group, acting through an entity named Quebec Lithium Partners
(“
Pallinghurst” and, together with IQ, the
“
Purchasers”), together with Orion Mine Finance
(“
Orion”), structured as a credit bid. Details of
the Transaction were previously provided in press releases issued
on August 24, 2020, and October 15, 2020.
Pursuant to the Transaction, the Purchasers
acquired, on a 50-50 basis, all of the issued and outstanding
shares of an entity resulting from the amalgamation of the
Corporation, its subsidiaries and entities controlled by Orion, to
form a new resulting entity that will operate the business of the
Corporation (“New Nemaska Lithium”). As a
successor to the Corporation, New Nemaska Lithium has applied to
the Canadian securities regulatory authorities to cease to be a
reporting issuer under applicable Canadian securities laws.
The Purchasers believe that the closing of the
Transaction will enable the business of New Nemaska Lithium to
progress forward with strong financial and operational backing, all
while preserving present and future employment and economic
opportunities to the benefit of the local community, including the
Cree Nation.
About the Purchasers
IQ’s mission is to participate actively in
Québec’s economic development by stimulating business innovation,
entrepreneurship and the growth of exports and investment in every
region of Québec. IQ provides enterprises and entrepreneurs with
support services, including technology-based measures, as well as
adapted financial solutions and investments. More information about
IQ is available at www.investquebec.com.
Pallinghurst is a leading private investor in
the global natural resources sector. Pallinghurst’s firm focus is
on investing in the entire value-chain of sustainably sourced
battery and fuel-cell materials. It is a partnership that prides
itself on being an active investor, always participating in the
management and development of the companies and assets it invests
in. Pallinghurst is headquartered in London and has deployed in
excess of US$2 billion of equity for projects around the
world. Since its formation, Pallinghurst has responsibly developed,
built and operated major resource projects in North America,
Europe, Africa and Australia. In addition to lithium, currently, it
has investments in platinum, graphite and manganese companies. More
information about Pallinghurst is available at
www.pallinghurst.com.
***
Additional Early Warning
Disclosures
On November 26, 2020, as part of a
reorganization effected in connection with the Transaction, Nemaska
Lithium transferred to NMX Residual Assets Inc.
(“ResidualCo”) 15,000,000 common shares held in
the capital of Vision Lithium Inc. (“Vision
Lithium”), representing approximately 16.4% of the issued
and outstanding common shares of Vision Lithium (the
“Vision Shares”). Prior to the transfer,
ResidualCo did not hold or exercise control over any Vision Shares.
Following the transfer, ResidualCo holds 15,000,000 Vision Shares,
representing approximately 16.4% of the issued and outstanding
Vision Shares and the Corporation no longer holds or exercises
control over any Vision Shares.
The Vision Shares were transferred to ResidualCo
by Nemaska Lithium pursuant to the approval and vesting order
obtained by Nemaska Lithium and its subsidiaries on October 15,
2020, from the Superior Court of Québec (Commercial Division) in
connection with proceedings under the Companies’ Creditors
Arrangement Act (the “CCAA
Proceedings”). ResidualCo and its parent company,
NMX Residual Liabilities Inc., are subject to the CCAA Proceedings
and may sell the Vision Shares to generate cash proceeds for
payment to creditors.
Early warning reports relating to this
transaction have been filed on SEDAR under Vision Lithium’s profile
at www.sedar.com. To obtain a copy of such reports, please contact
PricewaterhouseCoopers Inc. by telephone at (514) 205-5698 or
by email at ca_nemaska_shareholders_claims@pwc.com. ResidualCo is a
holding company governed by the laws of Québec and its head office
is located at 1000 De La Gauchetière West,
Suite 2500, Montréal, Québec, H3B 0A2. Nemaska Lithium is a
mining company governed by the laws of Canada and its head office
is located at 1250 René-Lévesque West, Suite 2200, Montréal,
Québec, H3B 4W8. The head office of Vision Lithium is located at
1019 boul. des Pins, 2nd Floor, Val-d’Or, Québec, J9P 4T2.
Cautionary Statement on Forward-Looking
Information
All statements, other than statements of
historical fact, contained in this press release including, but not
limited to, those relating to the CCAA Proceedings, the Transaction
and the Corporation’s activities and its ability to meet its
obligations, constitute “forward-looking information” and
“forward-looking statements” within the meaning of certain
securities laws and are based on expectations and projections as of
the date of this press release. Certain important assumptions by
the Corporation in making forward-looking statements include, but
are not limited to, the possibility to proceed with any sale of the
Vision Shares.
Forward-looking statements contained in this
press release include, without limitation, those related to (i) the
progression of the New Nemaska Lithium business, and (ii) the sale
of any Vision Shares by ResidualCo. Forward-looking statements are
based on expectations, estimates and projections as of the time of
this press release. Forward-looking statements are necessarily
based upon a number of estimates and assumptions that, while
considered reasonable by the Corporation as of the time of such
statements, are inherently subject to significant business,
economic and competitive uncertainties and contingencies. These
estimates and assumptions may prove to be incorrect.
Many of these uncertainties and contingencies
can directly or indirectly affect, and could cause, actual results
to differ materially from those expressed or implied in any
forward-looking statements.
By their very nature, forward-looking statements
involve inherent risks and uncertainties, both general and
specific, and risks exist that estimates, forecasts, projections
and other forward-looking statements will not be achieved or that
assumptions do not reflect future experience. Forward-looking
statements are provided for the purpose of providing information
about management’s expectations and plans relating to the future.
Readers are cautioned not to place undue reliance on these
forward-looking statements as a number of important risk factors
and future events could cause the actual outcomes to differ
materially from the beliefs, plans, objectives, expectations,
anticipations, estimates, assumptions and intentions expressed in
such forward-looking statements. All of the forward-looking
statements made in this press release are qualified by these
cautionary statements and those made in our other filings with the
securities regulators of Canada including, but not limited to, the
cautionary statements made in the “Risk Factors” section of the
Corporation’s Annual Information Form dated September 30, 2019, and
the “Risk Exposure and Management” section of the Corporation’s
quarterly Management Discussion & Analysis. The Corporation
cautions that the foregoing list of factors that may affect future
results is not exhaustive, and new, unforeseeable risks may arise
from time to time. The Corporation disclaims any intention or
obligation to update or revise any forward-looking statements or to
explain any material difference between subsequent actual events
and such forward-looking statements, except to the extent required
by applicable law.
Further information regarding Nemaska Lithium is
available in the SEDAR database (www.sedar.com) and on the
Corporation’s website at: www.nemaskalithium.com.
SOURCE:
Nemaska Lithium Inc.
MEDIA:
Gabrielle Tellier
Media Relations
514 348-0466
gabrielle.tellier@nemaskalithium.com