Mr. Rob Tessarolo reports
NEONMIND ADVANCES LANCASTER LITHIUM RTO THROUGH DEFINITIVE MERGER AGREEMENT
Following the news release on Dec. 14, 2022, Neonmind Biosciences Inc. signed a definitive merger agreement on March 21, 2023, for a reverse merger transaction with Lancaster Lithium Inc. The merger agreement involves the company, Lancaster and 1405306 B.C. Ltd., a wholly owned subsidiary of the company that was incorporated for the purpose of the transaction (Subco).
After obtaining all necessary approvals, the transaction will be completed through a three-cornered amalgamation between the company, Lancaster and Subco. In this process, the company will acquire 100 per cent of the issued and outstanding Lancaster common shares in exchange for common shares of the company on a one-for-one basis. The outstanding warrants and options of Lancaster will be exchanged into warrants and options of the company on an identical basis. Upon closing the transaction, the company resulting from the amalgamation of Lancaster and Subco will become a wholly owned subsidiary of the company, and the company will change its name to Lancaster Lithium Inc. and continue to advance the Lancaster exploration and development strategy.
The closing of the transaction is contingent upon several conditions, including approval from a special majority of Lancaster shareholders and approval from the Canadian Securities Exchange. The transaction is expected to constitute a fundamental change under Policy 8 of the exchange.
Lancaster is expected to have no more than 40,086,146 shares issued and outstanding immediately prior to the closing of the transaction. A special meeting of Lancaster's shareholders has been scheduled for April 4, 2023, to approve the amalgamation of Lancaster and Subco in connection with the transaction. Comprehensive information about the transaction and the resulting issuer, including details on share structure, management, and its exploration and development plan, will be provided in the company's listing statement prepared in accordance with Form 2A of the exchange, which will be filed on SEDAR prior to the closing of the transaction. A technical report on Lancaster's Alkali Flat lithium property has been prepared by Dr. Mark Fedikow, PGeo, CPG, in compliance with National Instrument 43-101 (Standards of Disclosure for Mineral Projects). The company plans to submit both the technical report and draft listing statement to the exchange for review within the next week.
The company's stock is expected to remain halted until after the approval of the exchange and the closing of the transaction. At the closing of the transaction, the company's common shares will be relisted and begin trading under a new symbol.
About Lancaster Lithium Inc.
Lancaster is committed to driving the transition to a low-carbon economy by identifying, evaluating, acquiring, exploring and sustainably developing lithium-rich properties. Its flagship project, the Alkali Flat lithium project, in southwestern New Mexico, United States, focuses on lithium exploration with the goal to produce climate-positive lithium using sustainable mining operations powered by renewable energy sources and direct lithium extraction (DLE) technology. DLE offers a more sustainable and efficient method of extracting lithium from brine, catering to the rapidly growing electric vehicle and renewable energy markets. Lancaster aims to create a competitive advantage by prioritizing DLE technology, renewable energy sources and other climate-positive processes, ultimately striving to become a leading player in meeting the increasing demand for lithium while promoting a sustainable future.
About Neonmind Biosciences Inc.
Neonmind has been engaged in drug development of psychedelic compounds with two lead psilocybin-based drug candidates targeting obesity.
We seek Safe Harbor.
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