Lithium One Metals Inc. (TSXV:LONE) entered into a definitive arrangement agreement to acquire Norris Lithium Inc. (CNSX:CHCK) for CAD 9.6 million on June 19, 2023. Lithium One will acquire all of the issued and outstanding common shares of Norris Lithium on the basis of 0.672 common shares of Lithium One for each share of Norris Lithium held. Upon the closing of the Transaction, it is expected that the shareholders of Norris Lithium will hold approximately 35% of the common shares of the combined company. In case of termination of the transaction under certain circumstances, Norris is required to pay a termination fee of CAD 0.3 million. Dale Ginn, current President & CEO, Director of Norris Lithium, will be appointed as President & CEO of Lithium One, and Nav Dhaliwal, current CEO and Director of Lithium One, will assume the role of Executive Chair of Lithium One. Upon closing of the Transaction, Norris Lithium shall be entitled to nominate two directors to the Lithium One board of directors, which are expected to be Dale Ginn and Robert Jewson. Nicholas Watters and Carl Ginn will resign as directors of Lithium One. The board of Lithium One will therefore consist of the following on closing: R. Dale Ginn, President, CEO and Director; Nav Dhaliwal, Executive Chair and Director; Robert Jewson, Director; James Bahen, Director; Dominic Verdejo, Director; and Nathan Tribble, Director.

The transaction is subject to approval of Norris Lithium shareholders, together with any requisite minority approvals, the Consideration Shares shall, subject to customary conditions, have been conditionally approved for listing for trading on the TSX.V, and receipt of all necessary regulatory and court approvals, resignation of Norris Directors, Dissent Rights shall not have been exercised with respect to more than 5% of the issued and outstanding Norris Shares, and the satisfaction of certain other closing conditions customary for a transaction of this nature. The Arrangement has been unanimously approved by the board of directors of both Lithium One and Norris Lithium. It is expected that the special meeting of Norris Lithium shareholders to approve the proposed Arrangement will be held in August 2023 and, if approved at the meeting and all other conditions have been met, it is expected that the Arrangement would close shortly thereafter. As of September 13, 2023, Norris Lithium has obtained an interim order from the Supreme Court of British Columbia dated August 11, 2023, which provides for, among other things, the holding of a special meeting of the Norris Lithium shareholders to consider and approve the Transaction (the 'Meeting'). The Meeting is scheduled to be held on September 19, 2023. If the Transaction is approved at the Meeting and all other conditions have been met, it is expected that the Transaction will be completed in late September 2023. Lithium One Metals Inc. announces that it has closed the second and final tranche of its previously announced non-brokered private placement through the issuance of 4 million common shares at a price of $0.25 per Share for total gross proceeds of $1 million. The Lithium One Metals raised an aggregate $1.4 million under the Placement. Net proceeds raised under the placement will be used to fund the transaction costs associated with the proposed acquisition of Norris Lithium Inc. and general working capital.

Haywood Securities Inc. has provided a verbal fairness opinion to the board of directors of Lithium One. Haywood Securities Inc. is acting as financial advisor and Lucy Schilling of Cozen O?Connor LLP is acting as legal counsel to Lithium One. Red Cloud Securities Inc. has provided a verbal fairness opinion to the special committee of the board of directors of Norris Lithium. Red Cloud Securities Inc. is acting as financial advisor and Victor Harwardt of Harper Grey LLP is acting as legal counsel to the special committee of the board of directors of Norris Lithium.