Desert Lion Energy Shareholders Approve Merger with Lepidico
27 Junio 2019 - 5:00PM
Namibian lithium developer Desert Lion Energy Inc. (TSXV: DLI)
("
Desert Lion Energy" or the
"
Company") is pleased to announce (i) the results
of its annual general and special meeting of shareholders (the
“
AGM”) held on Thursday, June 27, 2019 in Toronto,
Canada; and (ii) that at the AGM the shareholders of the Company
(“
DLI Shareholders”) approved the acquisition of
the Company by ASX-Listed Lepidico Ltd
(“
Lepidico”) that was previously announced on May
7, 2019, whereby a wholly-owned subsidiary of Lepidico will acquire
all of the outstanding common shares of Desert Lion Energy in
exchange for 5.4 Lepidico shares for each common share of Desert
Lion Energy held (the “Transaction”).
The Transaction
At the AGM, a special resolution approving the
Transaction was approved by 99.22% of the votes cast at the meeting
in person or by proxy. The Transaction, which will be effected by
way of a Plan of Arrangement under the Business Corporations Act
(Ontario), is subject to receipt of court and regulatory approvals.
The court hearing for the final order to approve the Transaction is
scheduled to take place on July 4, 2019. The Transaction is
expected to be completed by mid-July 2019.
The Transaction is more fully described in the
management information circular (the “Circular”) which was mailed
to DLI Shareholders of record as of May 23, 2019. The Circular is
available under Desert Lion Energy’s profile on SEDAR at
www.sedar.com.
Other Resolutions
In addition, the nominees listed in the Circular
were elected to the board of directors of the Company to hold
office until the next annual meeting of DLI Shareholders or until
their successors are duly appointed or elected.
Nominee |
Percentage of VotesFor |
Percentage of VotesWithheld |
Tim Johnston |
99.96% |
0.04% |
Adonis Pouroulis |
99.96% |
0.04% |
Atul Bali |
99.98% |
0.02% |
Chris Berry |
79.93% |
20.07% |
A total of 52,829,177 common shares were voted
at the AGM, representing approximately 49.95% of the issued and
outstanding common shares of the Company.
In addition, DLI Shareholders received the
audited consolidated financial statements of the Company for the
year ended December 31, 2018 and approved all of the other
resolutions detailed in the Circular and put forward at the AGM,
namely:
- Re-appointing UHY McGovern Hurley LLP, Chartered Accountants,
as auditor of the Company for the ensuing year and authorizing the
directors to fix the auditor’s remuneration; and
- Approving the Company’s stock option plan for the ensuing year,
reserving for grant options to acquire up to a maximum of 10% of
the issued and outstanding Desert Lion Energy common shares
calculated at the time of each stock option grant.
Shares for Debt Settlements
Desert Lion Energy is also pleased to announce
that it has entered into agreements to settle $545,346.60 of
indebtedness owed to various creditors through the issuance of
2,396,333 common shares of the Company (the
"Common Shares") at an effective
price per Common Share of $0.23.
The issuance of the Common Shares is subject to
the approval of the TSX Venture Exchange and the Common Shares will
be subject to a hold period of four months and one day from the
date of completion of the debt settlement.
About Desert Lion Energy
Desert Lion Energy is an emerging lithium
development company focused on building Namibia’s first large-scale
lithium mine to be located approximately 210 km from the nation’s
capital of Windhoek and 220 km from the Port of Walvis Bay. The
Company’s Rubicon and Helikon mines are located within a 501
km² prospective land package. The project site is accessible
year-round by road and has access to power, water, rail, port,
airport and communication infrastructure.
Cautionary Note Regarding
Forward-Looking Statements
This news release contains “forward-looking
information” within the meaning of applicable securities laws.
Generally, any statements that are not historical facts may contain
forward-looking information, and forward-looking information can be
identified by the use of forward-looking terminology such as
“plans”, “expects” or “does not expect”, “is expected”, “budget”
“scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or
“does not anticipate”, or “believes”, or variations of such words
and phrases or indicates that certain actions, events or results
“may”, “could”, “would”, “might” or “will be” taken, “occur” or “be
achieved.” Forward-looking information is based on certain factors
and assumptions management believes to be reasonable at the time
such statements are made, including but not limited to (i) the risk
of the Company not being able to obtain court or regulatory
approvals to proceed with the Transaction; (ii) the risk of
unanticipated material expenditures required by the Company prior
to completion of the Transaction, (iii) risks relating to the
assumptions and expectations with regard to the Transaction, its
completion and anticipated benefits and advantages, and (iv) such
other assumptions and factors as set out in the Circular.
Although the Company has attempted to identify
important factors that cause results not to be as anticipated,
estimated or intended, there can be no assurance that such
forward-looking information will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such information. Accordingly, readers should not
place undue reliance on forward-looking information.
Forward-looking information is made as of the date of this news
release and the Company does not undertake to update or revise any
forward-looking information that is included herein, except in
accordance with applicable securities laws.
NEITHER TSX VENTURE EXCHANGE NOR ITS
REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE
POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR
THE ADEQUACY OR ACCURACY OF THIS RELEASE.
For more information, please
contact:
Desert Lion Energy Inc. Tim
Johnston, Chief Executive Officer Tel: (416) 309-2953 Email:
info@desertlionenergy.com
Desert Lion Energy (TSXV:DLI)
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