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Integra Resources — Board/Management Information 2022
Jul 28, 2022
44908_rns_2022-07-28_cc2d8f83-3695-4fba-8415-3d4e84b85cdd.pdf
Board/Management Information
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Liberty One Lithium Corp.
News Release
Liberty One Moves to the NEO Exchange, Delists from the TSX Venture Exchange and Consolidates Shares
For Immediate Release
July 28, 2022
VANCOUVER, BRITISH COLUMBIA – Liberty One Lithium Corp. (the “Company” or “Liberty”) (LBY: TSX-V) announces that the NEO Exchange (the “ NEO ”) has approved the Company’s application to list its common shares (the “ Shares ”) on the NEO for the purpose of completing the Company’s proposed acquisition of Three Sixty Solar Ltd. (the “ Transaction ”) as previously announced on February 14, 2022. Effective market open on June 29, 2022, the Shares were listed on the NEO, but trading will remain halted until such time the Transaction is completed and subject to satisfaction of any conditions imposed by the NEO in connection with the listing of the common shares of the resulting issuer of the Transaction. The Transaction was approved by the shareholder of the Company at a special meeting of shareholders on May 18, 2022. Shareholders of Three Sixty Solar Ltd. have also approved the Transaction.
The Company’s trading symbol “LBY” will remain unchanged until the completion of the Transaction and shareholders will not be required to take any action in connection with the Company’s listing on the NEO.
In connection with the listing of the Shares on the NEO, the Company submitted a request to voluntarily delist the Shares from the TSX Venture Exchange (the “ TSX-V ”). The TSX-V delisting was effective at the close of market on June 28, 2022.
The Company also announces that effective July 26, 2022, the Shares of the Company were consolidated on the basis of one (1) post-consolidation Share for each two (2) pre-consolidation Shares. The Company had, on a pre consolidation basis, 9,344,393 Shares issued and outstanding and, on a post consolidation basis, the Company has 4,671,283 Shares outstanding.
A Letter of Transmittal with respect to the consolidation will be mailed to the shareholders of the Company post consolidation describing the process by which shareholders may obtain new certificates representing their consolidated Shares.
In addition, effective July 5, 2022, Mr. Brad Nichol has resigned as the Company’s Chief Executive Officer and a director, and Mr. Nathan Steinke resigned as the Company’s Chief Financial Officer. Mr. Kyle Stevenson has been appointed as the Interim Chief Executive Officer of the Company until the completion of the Transaction.
On behalf of the Board of Directors, Liberty One Lithium Corp.
“Kyle Stevenson”
Kyle Stevenson Interim Chief Executive Officer
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Cautionary Notes
Completion of the Transaction is subject to a number of conditions, including but not limited to, the satisfaction of listing conditions of the NEO. There can be no assurance that the Transaction will be completed as proposed or at all.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
Neither the 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 news release.
Forward-Looking Information Disclaimer
Certain statements included in this news release constitute forward-looking information or statements (collectively, “forward-looking statements”), including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “may”, “should” and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. This news release contains forward looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors. Any statements about closing of the Transaction, the parties’ ability to satisfy any and all of the listing conditions of the NEO are all forward-looking information. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including, anticipated costs, and the ability to achieve its goals.
Factors that could cause the actual results to differ materially from those in the forward-looking statements include, failure to obtain regulatory approval, the continued availability of capital and financing, and general economic, market or business conditions, changes in legislation and regulations, increase in operating costs, equipment failures, failure of counterparties to perform their contractual obligations, litigation, the loss of key directors, employees, advisors or consultants and fees charged by service providers. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above, nor can there be any assurance that the listing of the common shares of the Company upon completion of the Transaction will occur. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. Readers should not place undue reliance on the Company’s forward-looking statements.