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Edison Lithium Corp. — Regulatory Filings 2021
May 15, 2021
46781_rns_2021-05-14_de5aa670-b2d1-45d3-9100-dc398a508801.pdf
Regulatory Filings
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ITEM 1 - REPORT TYPE
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(YYYY-MM-DD)
ITEM 2 - PARTY CERTIFYING THE REPORT
Indicate the party certifying the report (select only one). For guidance regarding whether an issuer is an investment fund, refer to section 1.1 of National Instrument 81-106 Investment Fund Continuous Disclosure and the companion policy to NI 81-106.
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ITEM 3 - ISSUER NAME AND OTHER IDENTIFIERS
Provide the following information about the issuer, or if the issuer is an investment fund, about the fund.
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If the issuer s name changed in the last 12 months, provide most recent previous legal name. (if applicable) If the issuer has a legal entity identifier, provide below. Refer to Part B of the Instructions for the definition of legal entity identifier If two or more issuers distributed a single security, provide the full legal name(s) of the co-issuer(s) other than the issuer named above. (if applicable) 4 - UNDERWRITER INFORMATIONNDERWRITER INFORMATIONINFORMATIONNFORMATION If an underwriter is completing the report, provide the underwriter s full legal name and firm NRD number. (if applicable) If the underwriter does not have a firm NRD number, provide the head office contact information of the underwriter. (if applicable)
ITEM 4 - UNDERWRITER INFORMATIONNDERWRITER INFORMATIONINFORMATIONNFORMATION
ITEM 5 - ISSUER INFORMATION
If the issuer is an investment fund, do not complete Item 5. Proceed to Item 6.
Provide the issuer s North American Industry Classification Standard (NAICS) code (6 digits only) that in your reasonable judgment most closely corresponds to the issuer s primary business activity.
If the issuer is in the mining industry, indicate the stage of operations. This does not apply to issuers that provide services to issuers operating in the mining industry. Select the category that best describes the issuer s stage of operations.
Is the issuer s primary business to invest all or substantially all of its assets in any of the following? If yes, select all that apply.
Does the issuer have a SEDAR profile?
If the issuer does not have SEDAR profile complete item 5(d) - (h).
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Is the issuer a reporting issuer in any jurisdication of Canada?
If yes, select the jurisdictions of Canada in which the issuer is a reporting issuer.
If the issuer has a CUSIP number, provide below (first 6 digits only)
If the issuer is publicly listed, provide the name of the exchange on which the issuer's equity securities primarily trade. Provide only the name of an
Select the size of the issuer's assets based on its most recently available annual financial statements (Canadian $). If the issuer has not prepared annual
financial statements for its first financial year, provide the size of the issuer's assets at the distribution end date.
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ITEM 6 - INVESTMENT FUND ISSUER INFORMATION
If the issuer is an investment fund, provide the following information.
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(if applicable)
If the investment fund manager does not have a firm NRD number, provide the head office contact information of the investment fund manager.
Type of investment fund that most accurately identifies the issuer (select only one) .
Indicate whether one or both of the following apply to the investment fund .
Is the investment fund a reporting issuer in any jurisdication of Canada?
If yes, select the jurisdictions of Canada in which the investment fund is a reporting issuer.
If the investment fund has a CUSIP number, provide below (first 6 digits only)
If the investment fund is publicly listed, provide the name of the exchange on which the investment fund's securities primarily trade. Provide only the
Select the NAV range of the investment fund as of the date of the most recent NAV calculation (Canadian $).
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ITEM 7 - INFORMATION ABOUT THE DISTRIBUTION
If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include in Item 7 and Schedule 1 information about purchasers resident in that jurisdiction of Canada only. Do not include in Item 7 securities issued as payment of commissions or finder s fees in connection with the distribution, which must be disclosed in Item 8. The information provided in Item 7 must reconcile with the information provided in
Select the currency or currencies in which the distribution was made. All dollar amounts provided in the report must be in Canadian dollars.
State the distribution start and end dates. If the report is being filed for securities distributed on only one distribution date, provide the distribution date as both the start and end dates. If the report is being filed for securities distributed on a continuous basis, include the start and end dates for the
Complete Schedule 1 of this form for each purchaser and attach the schedule to the completed report.
Provide the following information for all distributions reported on a per security basis. Refer to Part A(12) of the Instructions for how to indicate the security code. If providing the CUSIP number, indicate the full 9-digit CUSIP number assigned to the security being distributed.
If any rights (e.g. warrants, options) were distributed, provide the exercise price and expiry date for each right. If any convertible/exchangeable securities
State the total dollar amount of securities distributed and the number of purchasers for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides and for each exemption relied on in Canada for that distribution. However, if an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include distributions to purchasers resident in that jurisdiction of Canada only. This table requires a separate line item for: (i) each jurisdiction where a purchaser resides, (ii) each exemption relied on in the jurisdiction where a purchaser resides, if a purchaser resides in a jurisdiction of Canada, and (iii) each exemption relied on in Canada, if a purchaser resides in a foreign jurisdiction.
For jurisdictions within Canada, state the province or territory, otherwise state the country.
Number of unique purchasers
- 2a In calculating the number of unique purchasers per row, count each purchaser only once. Joint purchasers may be counted as one purchaser.
2b In calculating the total number of unique purchasers to which the issuer distributed securities, count each purchaser only once, regardless of whether the issuer distributed multiple types of securities to, and relied on multiple exemptions for, that purchaser.
If the issuer is an investment fund, provide the net proceeds to the investment fund for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides. If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include net proceeds for that jurisdiction of Canada only. For jurisdictions within Canada, state the province or territory, otherwise state the country.
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materials that are required under the prospectus exemption relied on to be filed with or delivered to the securities regulatory authority or regulator in those jurisdictions.
In Ontario, if the offering materials listed in the table are required to be filed with or delivered to the Ontario Securities Commission (OSC), attach an electronic version of the offering materials that have not been previously filed with or delivered to the OSC.
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ITEM 8 - COMPENSATION INFORMATION
Provide information for each person (as defined in NI 45-106) to whom the issuer directly provides, or will provide, any compensation in connection with the distribution. Complete additional copies of this page if more than one person was, or will be, compensated.
Indicate whether any compensation was paid, or will be paid, in connection with the distribution.
Indicate whether the person compensated is a registrant. If the person compensated is an individual, provide the name of the individual.
If the person compensated is not an individual, provide the following information.
(if applicable) Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal.
If a firm NRD number is not provided in Item 8 (a), provide the business contact information of the person being compensated.
Indicate the person s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of connected in Part B(2) of the Instructions and the meaning of control in section 1.4 of NI 45-106 for the purposes of completing this section.
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Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer.
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Indicate whether the person compensated is a registrant. If the person compensated is an individual, provide the name of the individual.
If the person compensated is not an individual, provide the following information.
(if applicable) Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal.
If a firm NRD number is not provided in Item 8 (a), provide the business contact information of the person being compensated.
Indicate the person s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of connected in Part B(2) of the Instructions and the meaning of control in section 1.4 of NI 45-106 for the purposes of completing this section.
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Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer.
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Indicate whether the person compensated is a registrant. If the person compensated is an individual, provide the name of the individual.
If the person compensated is not an individual, provide the following information.
(if applicable) Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal.
If a firm NRD number is not provided in Item 8 (a), provide the business contact information of the person being compensated.
Indicate the person s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of connected in Part B(2) of the Instructions and the meaning of control in section 1.4 of NI 45-106 for the purposes of completing this section.
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Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer.
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Indicate whether the person compensated is a registrant. If the person compensated is an individual, provide the name of the individual.
If the person compensated is not an individual, provide the following information.
(if applicable) Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal.
If a firm NRD number is not provided in Item 8 (a), provide the business contact information of the person being compensated.
Indicate the person s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of connected in Part B(2) of the Instructions and the meaning of control in section 1.4 of NI 45-106 for the purposes of completing this section.
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Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer.
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ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS AND PROMOTERS OF THE ISSUER
If the issuer is an investment fund, do not complete Item 9. Procced to Item 10
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Indicate whether the issuer is any of the following (select the one that applies - if more than one applies, select only one).
If the issuer is at least one of the above, do not complete Item 9(a)
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If the issuer is none of the above, check this box and complete Item 9(a) - (c).
Provide the following information for each director, executive officer and promoter of the issuer. For locations within Canada, state the province or territory; otherwise state the country. For Relationship to issuer D Director, O Executive Officer, P Promoter. If the promoter listed above is not an individual, provide the following information for each director and executive officer of the promoter. For locations within Canada, state the province or territory; otherwise state the country. For Relationship to promoter D Director, O Executive Officer. Complete Schedule 2 of this form providing the full residential address for each individual listed in Item 9(a) and (b) and attach to the completed report. Schedule 2 also requires information to be provided about control persons.
ITEM 10 - CERTIFICATION
Provide the following certification and business contact information of an officer, director or agent of the issuer or underwriter. If the issuer or underwriter is not a company, an individual who performs functions similar to that of a director or officer may certify the report. For example, if the issuer is a trust, the report may be certified by the issuer's trustee. If the issuer is an investment fund, a director or officer of the investment fund manager (or, if the investment fund manager is not a company, an individual who performs similar functions) may certify the report if the director or officer has been authorized to do so by the investment fund.
The certification may be delegated, but only to an agent that has been authorized by an officer or director of the issuer or underwriter to prepare and certify the report on behalf of the issuer or underwriter. If the report is being certified by an agent on behalf of the issuer or underwriter, provide the applicable information for the agent in the boxes below.
If the individual completing and filing the report is different from the individual certifying the report, provide the name and contact details for the individual completing and filing the report in Item 11.
The signature on the report must be in typed form rather than handwritten form. The report may include an electronic signature provided the name of the signatory is also in typed form.
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ITEM 11- CONTACT PERSON
Provide the following business contact information for the individual that the securities regulatory authority or regulator may contact with any questions regarding the contents of this report, if different than the individual certifying the report in Item 10.
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The personal information required under this form is collected on behalf of and used by the securities regulatory authority or regulator under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation.
If you have any questions about the collection and use of this information, contact the securities regulatory authority or regulator in the local jurisdiction(s) where the report is filed, at the address(es) listed at the end of this form.
The attached Schedules 1 and 2 may contain personal information of individuals and details of the distribution(s). The information in Schedules 1 and 2 will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested.
By signing this report, the issuer/underwriter confirms that each individual listed in Schedule 1 or 2 of the report who is resident in a jurisdiction of Canada: pertaining to the individual as set out in Schedules 1 or 2, that this information is being collected by the securities regulatory authority or regulator under the authority granted in securities legislation, that this information is being collected for the purposes of the administration and enforcement of the securities legislation of the local jurisdiction, and of the title, business address and business telephone number of the public official in the local jurisdiction, as set out in this form, who can answer questions about the security regulatory authority s or regulator s indirect collection of the information, and b) has authorized the indirect collection of the information by the securities regulatory authority or regulator.