The Transaction is subject to the approval of the Canadian Securities Exchange ('CSE') and is intended to constitute a Fundamental Change of Alchemist as defined in CSE Policy 8 -Fundamental Changes and Changes of Business. Subject to CSE approval, the business of the issuer resulting from the Transaction (the 'Resulting Issuer') will be the combined businesses of Alchemist and Iron Forge.
Iron Forge
Iron Forge is a private
The Transaction
The Agreement provides that Alchemist will acquire all of the outstanding Iron Forge Shares from the Iron Forge Shareholders in consideration for the issuance of an aggregate of 7,500,000 common shares (each, a 'Consideration Share') in the capital of the Company at a deemed price of
Each Consideration Warrant will entitle the holder to purchase one common shares in the capital of the Company at an exercise price of
The completion of the Transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including, but not limited to: (i) the Company having had the reasonable opportunity to perform searches and other due diligence, and being satisfied with the results of such due diligence; (ii) receipt of all requisite consents, waivers and approvals for the Transaction, including the approval of the CSE and the approval by the holders of at least 50.1% of the issued and outstanding common shares of the Company; (iii) the absence of any material adverse change in the business, affairs or operations of Iron Forge; (iv) the delivery of a National Instrument 43-101 - Standards of Disclosure for
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Disclaimer for Forward-Looking Information
Certain statements in this press release are forward-looking statements, which reflect the expectations of management regarding the Company's completion of the Transaction and related transactions. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future, including, but not limited to: the requisite approvals with respect to the Transaction, including that of the CSE and the shareholder of the Company, as applicable; the completion such other conditions to be satisfied for completion of the Transaction; the Company completing the Transaction and the prospective nature of the Rhodes Marsh Property for lithium brine. 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 risks related to factors beyond the control of the Company. The risks include the following: that the requisite corporate approvals of the directors and shareholders of Alchemist or Iron Forge, as applicable, may not be obtained; that the CSE may not approve the Transaction and other risks that are customary to transactions of this nature. The novel strain of coronavirus, COVID-19, also poses new risks that are currently indescribable and immeasurable. 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 the Company will obtain from them. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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