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Three Sixty Solar Ltd. — Capital/Financing Update 2021
Nov 10, 2021
42916_rns_2021-11-09_2b8c893c-8052-493c-811a-07c5a01bccd9.pdf
Capital/Financing Update
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LIBERTY ONE LITHIUM CORP.
NEWS RELEASE
Liberty One Lithium Corp. Announces Interim Agreement with Three Sixty Solar Ltd.
Vancouver, British Columbia – November 9, 2021 – Liberty One Lithium Corp. (TSX-V:LBY) (“ Liberty One ” or the “ Company ”) is pleased to announce that it has entered into a non-binding letter of intent (the “ Letter of Intent ”) effective October 27, 2021, which sets out the basic terms and conditions for the acquisition by the Company of all the issued and outstanding securities of Three Sixty Solar Ltd. (“ Three Sixty ”) in exchange for securities in the Company (the “ Transaction ”).
Summary of the Proposed Transaction
The Company and Three Sixty have entered into the Letter of Intent which sets out certain terms and conditions pursuant to which the proposed Transaction will be completed. The terms outlined in the Letter of Intent are non-binding, and the Transaction is subject to the parties successfully entering into a definitive agreement (the “ Definitive Agreement ”) on or before December 21, 2021 or such other date as the Company and Three Sixty may mutually agree.
Pursuant to the Definitive Agreement, the Acquisition is expected to be structured as a reverse takeover (“ RTO ”) by way of a three-cornered amalgamation (the “ Amalgamation ”), pursuant to which the shareholders of Three Sixty will receive common shares of the Company (the “ Liberty One Shares ”) in exchange for their common shares of Three Sixty (the “ Three Sixty Shares ”). Upon completion of the Amalgamation, the Company is expected to have approximately 27 million shares issued and outstanding based on the current capital structure of Three Sixty and the Company, together with the anticipated concurrent financing shares, with the current shareholders of Three Sixty ending up holding approximately 72% of the issued shares of the Company.
The Letter of Intent also contemplates other material conditions precedent to the closing of the Transaction, including customary due diligence, receipt of all necessary regulatory, corporate and third party approvals, compliance with all applicable regulatory requirements, and all requisite board and shareholder approvals being obtained. The completion of the RTO is subject to regulatory approval and is intended to be completed during the first quarter of 2022.
The Company intends to issue a comprehensive news release in connection with the RTO upon entering into the Definitive Agreement.
Completion of the RTO is subject to fulfilling all exchange, as well as any other necessary regulatory or shareholder approvals. Completion of the Transaction is also subject to a number of conditions. There can be no assurance that the Transaction will be completed as proposed or at all.
None of the securities of Liberty One to be issued in connection with the Transaction have been, or will be, registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws, and may not be offered or sold within the United States or to any U.S. Person (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws or an exemption from such registration is available. This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities of Liberty One in any jurisdiction where such offer or solicitation would be unlawful, including the United States.
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Investors are cautioned that, except as disclosed in the information circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in Liberty One Shares should be considered highly speculative.
For further information about this news release and the Company’s current activities contact [email protected], visit our website at https://libertyonelithium.com, or call us at 604 343-4547.
On behalf of the Board of Directors, Liberty One Lithium Corp.
“ Brad Nichol ”
Brad Nichol
President and Chief Executive Officer
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.
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