Toronto, Ontario–(Newsfile Corp. – March 24, 2021) – Eurotin Inc. (TSXV: LIM.H) (“Eurotin“or the”Society“) is pleased to announce that it has entered into a non-binding letter of intent (the “Letter of Intent“) dated March 23, 2021 with 2555663 Ontario Limited dba as Li-Metal (“Li-metal“) which describes the proposed terms and conditions under which the Company and Li-Metal will enter into a transaction which will result in a reverse takeover of the Company by Li-Metal (the “Proposed transaction“). The issuer resulting from the Proposed Transaction (the “Resulting emitter“) will continue Li-Metal’s current business. The proposed transaction will be an arm’s length transaction.
In addition, and in connection with the proposed transaction, Li-Metal intends to complete the private placement financing to raise aggregate gross proceeds of a minimum of US$6,000,000 (the “Funding“).
Eurotin also intends to complete: (i) a debt conversion of approximately $1,850,000 of outstanding debt or debt that may be due to certain insiders and service providers (the “Eurotin debt settlement“); and (ii) a consolidation of its outstanding common shares (the “Consolidation“).
Description of Li-Metal and its activities
Li-Metal’s mission is to leverage its innovative lithium metal and anode technologies to provide a low-cost, technically superior, and environmentally friendly solution for next-generation solid-state lithium batteries. Solid state batteries offer increased energy density and safety features enabling longer range electric vehicles, electric flight and other new applications. In order to facilitate these next-generation batteries, the world needs improved technology to provide thinner, lower-cost lithium metal anodes and the ability to produce lithium metal in an economical, safe and environmentally friendly way. . For more information, please visit www.li-metal.com.
The proposed transaction
It is expected that the proposed transaction will be effected by way of a three-party merger or share exchange. As part of the Proposed Transaction, Eurotin will reconstitute its board of directors and change its name to a name devised by Li-Metal (the “Name change“) and the Resulting Issuer will carry on business under the new name.
The parties expect to enter into a definitive agreement regarding the proposed transaction no later than April 30, 2021, such agreement is expected to contain a number of conditions, including, but not limited to, required shareholder approvals, completion of satisfactory due diligence, delisting from the TSX Venture Exchange (the “TSXV“) and listing approval from the Canadian Securities Exchange (the “CSE“), the completion of the consolidation and settlement of the debt of Eurotin and other closing conditions customary to transactions of the nature of the proposed transaction. The completion of the proposed transaction, the settlement of the debt of Eurotin and consolidation will occur after delisting from TSXV.
It is expected that the Proposed Transaction will result in Eurotin shareholders (including shareholders holding shares following the Eurotin Debt Settlement) holding shares of the Resulting Issuer with an aggregate value of US$2,000,000 based on Li-Metal’s valuation after completion of the Equity Financing Transaction (as defined below).
Eurotin has convened an annual and special general meeting of its shareholders (the “Meeting“) which will be held on May 26, 2021 during which its shareholders will be asked to approve, in particular, the following matters: the reconstitution of the Board of Directors of Eurotin, the Change of Name, the Consolidation, the Settlement of the Eurotin Debt and Delisting from the TSXV (collectively, the “Eurotin Meeting MattersDelisting from the TSXV will require the approval of a majority of the minority of Eurotin shareholders.
Eurotin will apply to list its ordinary shares on the CSE and, if and after satisfying the initial listing requirements of the CSE, the Resulting Issuer’s ordinary shares should commence trading on the CSE after the closing of the proposed Transaction .
Li-Metal intends to complete the financings, which will include:
a private placement of US$3 million senior secured convertible debentures (the “Debentures”) to be completed shortly, which Debentures, if converted, will be converted into securities of the Resulting Issuer on the same terms as the Equity Financing (as defined below); and
a US$3 million private placement of securities of Li-Metal (the “Equity financing“), each security consisting of one ordinary share of Li-Metal, converted into securities of the Resulting Issuer with an implied price of US$1.00 and carrying a two-year warrant at US$1.50 which will have a function automatic conversion once the Resulting Issuer trades at $3.50 or more for five consecutive business days.
Net proceeds from the financings will be used by the resulting issuer to further research and develop Li-Metal’s patent-pending innovative processes for the production of anodes for next-generation batteries, including semi- conductors, and the production of lithium metal.
Eurotin debt settlement
In connection with the proposed transaction, Eurotin also intends to settle a debt in the aggregate amount of approximately US$1,850,000 by issuing to creditors common shares of Eurotin at a deemed price of US$0.015 per share before consolidation, being yesterday’s closing price of Eurotin ordinary shares. Debt includes debt currently outstanding and additional debt to be incurred prior to closing of the transaction.
In accordance with Eurotin’s debt settlement, Mark Wellings (“Wellings“), the Chief Executive Officer and President of the Company has agreed to convert approximately $1,220,000 of the debt owed to him by the Company and all other directors of the Company have agreed to convert a total of approximately $220,000 All amounts to be converted by Wellings represent indebtedness for cash advances previously made by Wellings to the Company.
In accordance with multilateral instrument 61-101- Protection of holders of minority securities in special transactions, disinterested shareholder approval is required for the issuance of shares to a related party. Disinterested Shareholder approval will be sought at the Meeting.
Listing Statement and Full Press Release
In connection with the proposed transaction and in accordance with the requirements of the CSE, the Company intends to file a registration statement on its issuer profile on SEDAR (www.sedar.com), which will contain details regarding the transaction. proposed, Eurotin, Li-Metal and the resulting issuer. Investors are cautioned that, except as otherwise set forth in the registration statement, any information published or received regarding the proposed transaction may not be accurate or complete and should not be relied upon. There can be no assurance that the proposed transaction will be completed as proposed or at all.
The parties will issue a full press release (including details of the structure of the finalized agreement) regarding the proposed transaction in due course. Trading in the common shares of Eurotin will remain halted on the NEX table of the TSXV.
Investors are cautioned that any information published or received regarding the proposed transaction in this press release may not be complete and should not be relied upon.
This press release does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States. The securities to be issued in connection with the proposed transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”) or any state securities laws securities and may not be offered or sold in the United States or to US Persons, unless registered under the US Securities Act and applicable state securities laws or an exemption from such recording is available.
Completion of the proposed transaction is subject to a number of conditions, including, but not limited to, acceptance of the CSE and, if applicable, disinterested shareholder approval. If so, the proposed transaction cannot be completed until the required shareholder approval has been obtained. There can be no assurance that the proposed transaction will be completed as proposed or at all.
Investors are cautioned that, unless otherwise specified in the management information circular or registration statement to be prepared in connection with the proposed transaction, any information published or received regarding the proposed transaction may not be accurate or complete. and should not be invoked. Trading in Eurotin securities should be considered highly speculative.
The CSE or the TSXV have in no way passed on the merits of the proposed transaction and have neither approved nor disapproved of the contents of this press release.
About Eurotin Inc.
Eurotin Inc. is a mining exploration company with no ongoing activities or operations.
Cautions Regarding Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable securities laws relating to the proposal to complete the proposed transaction and related transactions. Such forward-looking statements can be identified by words such as “expects”, “anticipates”, “believes”, “projects”, “plans” and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Statements regarding, among other things, the expected terms of the contemplated Transaction, the number of Eurotin securities that may be issued under the contemplated Transaction, the Financings, the Eurotin Debt Settlement, the approval of shareholders, Li-Metal’s strategic plans and the parties’ ability to satisfy closing conditions and receive necessary approvals are all forward-looking information. These statements should not be construed 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 differ materially from those implied by such statements. Although these statements are based on management’s reasonable assumptions, there can be no assurance that the proposed transaction will occur or that, if the proposed transaction does occur, it will be completed on the terms described above. Eurotin and Li-Metal assume no responsibility to update or revise forward-looking information to reflect new events or circumstances, except as required by applicable law.
For more information please contact:
Mark Wellings, CEO and Director
E-mail: [email protected]
Maciej Jastrzebski, CEO and Director
Email: [email protected]
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