The NSR Amending Agreement will adjust the royalty payable to Battery Metals under an existing NSR agreement dated
The parties have also amended the LOI ('Amended LOI') by waiving the penalty and termination fees and extending the closing date to
Silver Elephant and Battery Metals believe the Transaction will provide Silver Elephant shareholders with direct participation in thermal coal by receiving Mega Coal shares and bolster Battery Metals' investment and royalty portfolio.
Related Party Transaction
Each of the Transaction and the NSR Amending Agreement is a 'related party' transaction in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ('MI 61-101'). For both Silver Elephant and Battery Metals, the NSR Amending Agreement is exempt from the valuation and minority shareholder approval requirements by application of sections 5.5(a) and 5.7(a) of MI 61-101, respectively.
Closing of the Transaction and the NSR Amending Agreement will be subject to such corporate and/or regulatory approvals as may be required, including the approval of the
About Mega Coal
Ulaan Ovoo contains a measured 174.5 million tonnes and indicated 34.3 million tonnes of thermal coal with an average GCV of 5,040 kcal/kg.
Chandgana Khavtgai: contains a measured and indicated 1.05 billion tonnes of thermal coal with an average GCV of 3,636 kcal/kg (as reported by
Chandgana Tal: contains a measured 124.4 million tonnes of thermal coal with an average GCV of 3,306 kcal/kg.
About Silver Elephant
About Battery Metals
Contact:
Email: info@silverelef.com
Cautionary Note Regarding Forward-Looking Statements and Reader Advisory
Certain statements contained in this news release, including, but not limited to, statements with respect to the Transaction and the NSR Amendment and the terms thereof, the completion of the Transaction and the NSR Amendment, the receipt of all necessary regulatory, shareholder, TSX and other approvals as may be required pursuant to applicable laws and stock exchange policies, the satisfaction of all closing conditions to the Transaction and the NSR Amendment, the terms and conditions of the Transaction and the NSR Amendment, and the completion of the Listing and Financing and the terms and timelines thereof among other things, and statements which may contain words such as 'expects', 'anticipates', 'intends', 'plans', 'believes', 'estimates', or similar expressions, and statements related to matters which are not historical facts, are forward-looking information within the meaning of applicable securities laws. Such forward-looking statements, which reflect management's expectations regarding the Transaction and the NSR Amendment, future growth of Battery Metals and Mega Coal, results of operations, performance, business prospects and opportunities, are based on certain factors and assumptions and involve known and unknown risks and uncertainties which may cause the actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements.
These factors should be considered carefully, and readers should not place undue reliance on forward-looking statements. Each of Silver Elephant and Battery Metals believes that the expectations reflected in the forward-looking statements contained in this news release and the documents incorporated by reference herein are reasonable based on information available to it, but no assurance can be given that these expectations will prove to be correct. In addition, although each of Silver Elephant and Battery Metals has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. None of Mega Coal, Battery Metals or Silver Elephant undertakes any obligation to release publicly any future revisions to forward-looking statements to reflect events or circumstances after the date of this news or to reflect the occurrence of unanticipated events, except as expressly required by law.
Not for dissemination in
Investors are cautioned that, none of the securities of Mega Coal or Battery Metals are currently traded on any stock exchange or market and there is no guarantee that the securities of Mega Coal or Battery Metals will ever be listed for trading, and accordingly, securityholders may not be able to sell their securities through the facilities of any stock exchange or market at any time. This means that the securities of Mega Coal and Battery Metals may be difficult to trade or sell. Even if any listing is achieved, trading in the securities of Mega Coal and Battery Metals should be considered highly speculative and investors should only invest if they are ready to lose all of their investment.
There is no guarantee that the Transaction and/or the NSR Amendment will be completed or even if any completed, will be on the terms currently contemplated herein. The parties to the LOI may further amend the terms of the Transaction and the parties to the NSR Amendment may further amend the terms thereto at any time.
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