Edison Lithium Provides Update on Spin-Out of Cobalt Assets
Vancouver, British Columbia, March 28, 2023 --
InvestorsHub NewsWire -- Edison
Lithium Corp. (TSXV: EDDY,
EDDYF; FSE: VV0) ("Edison" or the
"Company") further to the Company's news
release dated May 19, 2022, the Company is pleased to provide an
update regarding the proposed spinout of its cobalt assets in
northeastern Ontario, referred to as the Kittson Cobalt Property
(the "Spin-Out"), into a newly incorporated
subsidiary ("SpinCo"). The Company will continue to
hold its interest in the Antofalla Salar and Pipanaco Salar lithium
projects in Argentina.
is proposed that the Spin-Out will be carried out by way of
statutory plan of arrangement pursuant to the Business
Corporations Act (British Columbia). Common shares of SpinCo
(the "SpinCo Shares") will now be distributed
to shareholders of Edison on the basis of one SpinCo Share for
every eight common shares of Edison held. There will be no change
in Edison shareholders' holdings in the Company as a result of the
Spin-Out. If the Spin-Out is completed, shareholders will own
shares in both companies, Edison and SpinCo.
The proposed Spin-Out will be subject to the terms of an
arrangement agreement to be entered into between Edison and SpinCo,
approval of shareholders at a meeting of Edison shareholders,
approval of the British Columbia Supreme Court, and approval of the
TSX Venture Exchange (the "Exchange").
The Company intends to seek a listing of the SpinCo Shares on the
Exchange, however no assurance can be provided that such a listing
will be obtained. Listing will be subject to SpinCo fulfilling all
of the requirements of the Exchange.
The Company expects the Spin-Out will increase shareholder value by
allowing capital markets to ascribe value to the Kittson Cobalt
Property independent of the Company's lithium properties.
Nathan Rotstein, Chief Executive Officer of Edison comments, "We
are always looking at opportunities to unlock shareholder value and
spinning out the cobalt asset makes perfect sense. Cobalt is an
essential mineral that has strong demand in rechargeable batteries
for electric vehicles, mobile phones, and other electronic devices.
The new entity will present a compelling opportunity for further
investment in the heated battery metals space."
Upon completion of the Spin-Out, SpinCo intends to undertake a
private placement of up to 15,000,000 units (the "Units") at $0.10 per Unit for gross
proceeds of up to $1,500,000 (the "Private
Placement"). Each Unit will consist of one SpinCo
Share and one warrant (a "Warrant"), each Warrant
will be exercisable into one SpinCo Share at an exercise price of
$0.12 per SpinCo Share, for an period of two years from the date of
issuance. The Private Placement is expected to close
concurrently with listing on the Exchange. The SpinCo Shares
and Warrants will be subject to a four-month statutory hold period
expiring four months and one day from the closing date of the
Further details of the Spin-Out and Private Placement will follow
by additional press releases. Timing of the Spin-Out and Private
Placement will be based on prevailing market conditions. The
particulars of the Spin-Out are not yet final and shareholders are
cautioned that there can be no assurance that the Spin-Out will be
completed on the terms described herein or at all.
About Edison Lithium Corp.
Lithium Corp. is a Canadian-based junior mining exploration company
focused on the procurement, exploration and development of cobalt,
lithium, and other energy metal properties. The Company's
acquisition strategy is based on acquiring affordable,
cost-effective, and highly regarded mineral properties in areas
with proven geological potential. Edison is building a portfolio of
quality assets capable of supplying critical materials to the
battery industry and intends to capitalize on and have its
shareholders benefit from the renewed interest in the battery
On behalf of the Board of Directors:
Chief Executive Officer and Director
For more information please contact:
TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this
Forward-Looking Disclaimer: This news
release contains certain forward-looking statements. Statements
that are not historical facts, including statements about Edison's
beliefs and expectations, are forward- looking statements.
Forward-looking statements involve inherent risks and uncertainties
and a number of factors could cause actual results to differ
materially from those contained in any forward-looking statement.
In some cases, forward-looking statements can be identified by
words or phrases such as "may," "will," "will be", "expect,"
"anticipate," "target," "aim," "estimate," "intend," "plan,"
"believe," "potential," "continue,", "proposes", "contemplates",
"is/are likely to" or other similar expressions. All information
provided in this news release is as of the date of this news, and
the Company undertakes no duty to update such information, except
as required under applicable law.
Forward-looking statements in this press release relate to, among
other things: the incorporation of SpinCo, completion of the
proposed Spin-Out, the Company maintaining its interest in the
Antofalla Salar and Pipanaco Salar properties, distribution of
SpinCo Shares to Edison shareholders and the basis of such
distribution, no changes occurring to Edison shareholders'
holdings, the receipt of required shareholder, court, stock
exchange and regulatory approvals for the Spin-Out, listing of the
SpinCo Shares on the Exchange, increases to shareholder value as a
result of the Spin-Out, the new entity presenting compelling
opportunity for further investment in the heated battery metals
space, the timing of the Spin-Out transaction, and the timing of
additional details concerning the Spin-Out and the terms and timing
for completion of the Private Placement. Actual future
results may differ materially. There can be no assurance that such
statements will prove to be accurate, and actual results and future
events could differ materially from those anticipated in such
statements. Forward-looking statements reflect the beliefs,
opinions and projections of management on the date the statements
are made and are based upon a number of assumptions and estimates
that, while considered reasonable by the respective parties, are
inherently subject to significant business, economic, competitive,
political and social uncertainties and contingencies. Many factors,
both known and unknown, could cause actual results, performance or
achievements to be materially different from the results,
performance or achievements that are or may be expressed or implied
by such forward-looking statements and the parties have made
assumptions and estimates based on or related to many of these
factors. Such factors include, without limitation: determination of
acceptable terms for the proposed Spin-Out, receipt of all required
shareholder, court, stock exchange and regulatory approvals for the
Spin-Out; changes in the value of the Kittson Cobalt, Antofalla
Salar, and Pipanaco Salar properties; fluctuations in the
securities markets, commodity pricing and the market price of the
Company's common shares and Exchange approval for listing of the
SpinCo Shares. Readers should not place undue reliance on the
forward-looking statements and information contained in this news
release concerning these times. Except as required by law, the
Company does not assume any obligation to update the
forward-looking statements of beliefs, opinions, projections, or
other factors, should they change, except as required by law.