Lomiko Metals Closes Arrangement With Global Battery Materials, Shares Delisted
Summary
Lomiko Metals has completed its plan of arrangement with Global Battery Materials Corp., which acquired all outstanding Lomiko shares for $0.13 per share in cash. Lomiko's shares will be delisted from the TSX Venture Exchange and the company has applied to cease being a reporting issuer in three Canadian provinces.
Lomiko Metals Completes the Previously Announced Arrangement With battery-materials" class="tag-link text-primary font-medium">Global Battery Materials
VANCOUVER, British Columbia–(BUSINESS WIRE)–Lomiko Metals Inc. (TSX-V: LMR, OTC: LMRMF, FSE: DH8C) (“Lomiko” or the “Company”) is pleased to announce the successful completion of the previously announced plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia) involving battery-materials" class="tag-link text-primary font-medium">Global Battery Materials Corp. (“GBM”) and the Company, pursuant to which GBM, among other things, acquired all outstanding shares of Lomiko (the “Shares”) for cash consideration of $0.13 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 de-listed from the TSX Venture Exchange (the “TSXV”) on or about the close of business on October 7, 2026 and the Company has applied to cease to be a reporting issuer in the provinces of Alberta, British Columbia and Ontario (the “Jurisdictions”) following such de-listing.
Update Regarding the Loan Facility
In connection with the Arrangement, the Company and GBM entered into a loan facility (the “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 August 26, 2026 (the “Circular”) and related materials for the special meeting of securityholders of the Company held on September 23, 2026, all of which are available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.lomiko.com. The letters of transmittal are available at https://lomiko.com/wp-content/uploads/2026/08/Lomiko-Special-Meeting-of-Shareholders-2026-LT-Common.pdf and https://lomiko.com/wp-content/uploads/2026/08/Lomiko-Special-Meeting-of-Shareholders-2026-LT-Warrants.pdf.
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+ at www.sedarplus.ca.
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% of the presently issued and outstanding Shares. The aggregate consideration delivered by GBM for the Shares was C$10,405,251.35 (without accounting for the completion of any dissent procedures, if any, post-closing within the timelines prescribed by applicable laws). Upon completion of the Arrangement, the Company became a wholly-owned subsidiary of GBM.
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Lomiko Metals Completes the Previously Announced Arrangement With battery-materials" class="tag-link text-primary font-medium">Global Battery Materials, source
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