The TSX Venture Exchange has approved the Lithium Chile Inc. plan of arrangement involving the spinout of Kairos Gold Inc. (Spinco). The plan of arrangement will be completed on Dec. 4, 2024.
The plan of arrangement was approved by Lithium Chile shareholders on Oct. 17, 2024, and the Court of King's Bench of Alberta granted Lithium Chile a final order on Oct. 31, 2024, in connection with the plan of arrangement.
The plan of arrangement involves the spinout of Kairos Gold to Lithium Chile shareholders. Lithium Chile shareholders will receive one share of Spinco for every 10 shares held in Lithium Chile. Spinco holds four mineral properties in Chile, which include the Las Garillas, Carmona, Fortuna and Apolo/Sancarron projects, which were purchased from Lithium Chile pursuant to a share purchase and sale agreement dated Aug. 13, 2024, as amended on Sept. 4, 2024, between Spinco and Lithium Chile.
The plan of arrangement is fully described in Lithium Chile's information circular dated Sept. 9, 2024. Refer to Lithium Chile's news releases dated Feb. 15, 2024, April 18, 2024, Aug. 7, 2024, and Dec. 2, 2024, available on SEDAR+.
The record date and ex distribution date are as set forth below.
Distribution per share: one Spinco share for every 10 Lithium Chile shares held
Record date: Dec. 3, 2024
Ex distribution date: Dec. 3, 2024
No fractional shares of Spinco will be distributed to shareholders, and, as a result, fractional amounts will be rounded up to the nearest whole number of Spinco shares if the fractional entitlement is equal to or greater than 0.5 and shall, without any additional compensation, be rounded down to the nearest whole number of Spinco shares if the fractional entitlement is less than 0.5.
Postarrangement
Capitalization: unlimited shares with no par value of which
206,327,657 shares are issued and outstanding
Escrow: nil shares
Transfer agent: Odyssey Trust Company (unchanged)
Trading symbol: LITH (unchanged)
Cusip No.: 53681G 10 9 (unchanged)
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