Ms. Gordana Slepcev reports
LOMIKO METALS COMPLETES THE PREVIOUSLY ANNOUNCED ARRANGEMENT WITH GLOBAL BATTERY MATERIALS
Lomiko Metals Inc. has successfully completed the previously announced plan of arrangement under the Business Corporations Act (British Columbia) involving Global Battery Materials Corp. (GBM) and the company, pursuant to which GBM, among other things, acquired all outstanding shares of Lomiko for cash consideration of 13 cents per share, all in accordance with the terms of the arrangement.
The consideration under the arrangement has been remitted by GBM to Olympia Trust Company, as depositary under the arrangement, and will be paid to former securityholders of Lomiko, as applicable, as soon as reasonably practicable after the date hereof (or, in the case of registered shareholders and in-the-money warrantholders of the company, as soon as reasonably practicable after a properly completed and signed letter of transmittal is received by the depositary, together with all other required documents, if any, as provided in the applicable letter of transmittal).
As a result of the completion of the arrangement, the shares will be delisted from the TSX Venture Exchange on or about the close of business on Oct. 7, 2026, and the company has applied to cease to be a reporting issuer in the provinces of Alberta, British Columbia and Ontario following such delisting.
Update regarding the loan facility
In connection with the arrangement, the company and GBM entered into a loan facility that initially provided for a contingent conversion feature exercisable by the company only if the arrangement agreement were terminated in certain specified circumstances relating to GBM's financing obligations and failure to consummate the arrangement. As the arrangement has now been completed, the loan facility is no longer convertible, and neither the outstanding principal nor any accrued and unpaid interest thereunder may be converted into shares.
Information concerning the arrangement
The terms of the arrangement and the arrangement agreement are further described in the company's management information circular dated Aug. 26, 2026, and related materials for the special meeting of securityholders of the company held on Sept. 23, 2026, all of which are available under the company's profile on SEDAR+ and on the company's website. The letters of transmittal are available at the Lomiko website.
Early warning disclosure
Pursuant to the requirements of National Instrument 62-104 -- Take-Over Bids and Issuer Bids and National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, GBM will file an early warning report in accordance with applicable securities laws, which will be made available on the company's issuer profile on SEDAR+.
Immediately prior to closing of the arrangement, GBM did not own, or exercise control or direction over, directly or indirectly, any shares. Upon the completion of the arrangement, GBM acquired ownership of an aggregate of 80,040,395 shares, representing 100 per cent of the presently issued and outstanding shares. The aggregate consideration delivered by GBM for the shares was $10,405,251.35 (without accounting for the completion of any dissent procedures, if any, postclosing within the timelines prescribed by applicable laws). Upon completion of the arrangement, the company became a wholly owned subsidiary of GBM.
The purpose of GBM's acquisition of the shares was to facilitate the arrangement as is more particularly described in the circular, which is available under the company's profile on SEDAR+ and on the company's website.
About Lomiko Metals Inc.
The company holds mineral interests in its advanced La Loutre graphite project in Southern Quebec. The La Loutre graphite project site is within the Kitigan Zibi Anishinabeg (KZA) First Nation's territory, which is situated within the Outaouais and Laurentides regions. Located 180 kilometres northwest of Montreal, the property consists of one large, continuous block with 76 mineral exclusive exploration rights totalling 4,528 hectares (45.3 square kilometres). The company also holds an interest in seven early stage projects in Southern Quebec, including Ruisseau, Tremblant, Meloche, Boyd, Dieppe, North Low and Carmin, covering 328 exclusive exploration rights over 18,622 hectares in the Laurentian region of Quebec and within KZA territory. The company has optioned an early stage property prospect in the precious metals, antimony and REEs. The Yellow Fox property is located approximately 10 km southwest of the town of Glenwood, Newfoundland, and south of the Trans-Canada Highway.
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