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Three Sixty Solar Ltd. — M&A Activity 2022
May 9, 2022
42916_rns_2022-05-09_0c183f57-c4e5-4693-b79c-6b29a08e49ff.pdf
M&A Activity
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Liberty One Lithium Provides Update on Binding Amalgamation Agreement with Three Sixty Solar
VANCOUVER, BRITISH COLUMBIA – (May 06, 2022) ‐‐ Liberty One Lithium Corp. (the “Company” or “Liberty”) (LBY: TSX‐V) advises that subsequent to its press releases of November 9[th] , 2021, and February 15[th] , 2022, regarding entry into a binding amalgamation agreement dated February 10, 2022 (the “Amalgamation Agreement”) with Three Sixty Solar Ltd. (“Three Sixty”), that ongoing due diligence activities remain positive and are proceeding as proposed as the parties continue to work towards satisfying the conditions set out in the Amalgamation Agreement.
The Company will acquire all of the issued and outstanding securities of Three Sixty (the “Transaction”) as an arm’s length reverse takeover of the Company by Three Sixty in accordance with Policy 5.2 (the “Policy”) of the TSX Venture Exchange (the "TSX‐V"). The resulting company (the “Resulting Issuer”) intends to voluntarily de‐list from the TSX‐V and has applied for a listing on the NEO Exchange (the “NEO”). Upon the closing of the Transaction, the Resulting Issuer will change its name to “Three Sixty Solar Ltd.”
The Transaction is subject to a number of terms and conditions as set forth in the Definitive Agreement, including, among other things, approval of the shareholders of both the Company and Three Sixty and the approval of the TSX‐V and the NEO.
A special meeting of shareholders of the Company is scheduled for May 18, 2022 at which the Company will seek the approval of its shareholders for the Transaction and related matters. The audited financial statements of Three Sixty, together with other required financial information, have been included in the Company’s information circular filed in connection with the Transaction on April 21, 2022. Additional details of the Transaction are available in the Company’s public filings at www.sedar.com.
As a condition to the closing of the Transaction, Three Sixty is required to complete a brokered financing (the “Financing”) which has been adjusted to a minimum financing of $2M CAD pursuant to an amendment to the Amalgamation Agreement entered into by the parties on May 6, 2022. The amalgamated company will be well capitalized to meet both its short term and long‐term objectives.
About Three Sixty Solar Ltd.
Three Sixty is a privately held corporation incorporated on April 20, 2017, under the Business Corporations Act (British Columbia), and is designing and developing vertical solar towers to provide a range of energy solutions for small commercial projects all the way up to large utility scale solar farms.
On behalf of the Board of Directors, Liberty One Lithium Corp.
“Brad Nichol”
Brad Nichol President and Chief Executive Officer
Cautionary Notes
Completion of the Transaction is subject to a number of conditions, including but not limited to, completion of the Financing, acceptance by the NEO and the Exchange, and shareholder approval. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular 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.
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.
All information in this news release concerning Three Sixty has been provided for inclusion herein by Three Sixty. Although the Company has no knowledge that would indicate that any information contained herein concerning Three Sixty is untrue or incomplete, the Company assumes no responsibility for the accuracy or completeness of any such information. Investors are cautioned that, except as disclosed in the filing statement 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 the securities of the Company should be considered highly speculative.
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 Three Sixty’s business plans, closing of the Transaction, expected terms of the Transaction, the requirement to obtain shareholder approval, the parties’ ability to satisfy any and all other closing conditions including but not limited to completion of the Consolidation and completion of the Three Sixty Financing, and the parties’ ability to receive necessary regulatory and Exchange approvals in connection therewith and the terms associated therewith and any additional reorganizational transactions 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.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This press release is not for distribution to U.S. newswire services nor for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.