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Lithium Energy Products to Extend its Definitive Agreement with American Strategic Minerals for the Acquisition of the Lost Sheep Fluorspar Mine
(via TheNewswire) TheNewswire - October 11 th , 2019 - Lithium Energy ...
About this update from Ares Strategic Mining Inc
[{"type":"text","content":"Lithium Energy Products to Extend its Definitive Agreement with American Strategic Minerals for the Acquisition of the Lost Sheep Fluorspar Mine(via TheNewswire)\n \n \nTheNewswire - October 11th, 2019 - Lithium Energy Products Inc. (TSXV:LEP) (FRANKFURT:N8I) (\"LEP\") today announced that, following recent progress in financing the project, LEP and American Strategic Minerals Inc. (\"ASM\") have agreed to extend the Definitive Amalgamation Agreement, as originally dated April 1, 2019 (the \"Amalgamation Agreement\"). \n\n\n \nLEP will honour its commitment to acquire all of the shares of ASM by way of a three-cornered amalgamation (the \"Transaction\") between LEP, ASM and a wholly-owned subsidiary of LEP formed for the purpose of completing the amalgamation (\"Newco\"). \n\n\n \nThe Transaction will result in the reverse takeover of ASM by LEP. LEP and ASM are parties dealing at arm's length, therefore the Transaction will not be a non-arms' length transaction under the policies of the TSX Venture Exchange (the \"TSXV\").\n\n\n \nTerms of the Transaction \n\n\n \nThe completion of the Transaction will involve, among other things, the following steps, but the parties may agree to a different structure based on tax efficiencies and the advice of legal and financial advisors:\n\n\n \n- ASM and Newco will amalgamate, with the amalgamated company being a wholly-owned subsidiary of LEP; and \n\n\n \n - the ASM Shares outstanding immediately prior to the amalgamation will be cancelled, and the holders of ASM Shares will receive one LEP Share and one LEP Warrant for each two ASM Shares held; and \n\n\n \n- existing ASM option agreements reflecting the issuance of options exercisable into 600,000 ASM Shares will be terminated and the holders of the options will receive replacement options in LEP. \n\n\n \nCompletion of the Transaction will be subject to certain conditions, including: \n\n\n \n- LEP and ASM obtaining the consent of any parties from whom consent to the consummation of the Transaction is required, including the board and shareholders of each of ASM and Newco, the board of LEP, the TSXV and other applicable regulatory authorities, if required;\n\n\n \n- insiders of LEP entering into applicable escrow or pooling agreement as may be required by the TSXV;\n\n\n \n- completion and submission of a Filing Statement prepared in a...