Stria Lithium Announces Reverse Takeover with Grafoid Inc. and Announces Changes to Executive Leadership Team and Board of Di...
28 Setembro 2020 - 4:18PM
Stria Lithium Inc. (“
Stria” or the
“
Company”) (TSX-V:
SRA), announced today that the
Company has signed a letter of intent dated September 23, 2020 (the
“
LOI”) with Grafoid Inc.
(“
Grafoid”), a private corporation incorporated
under the laws of the Province of Ontario, which sets forth the
general terms and conditions of a proposed business combination
transaction that will result in a reverse takeover of Stria by
Grafoid Shareholders (the “
Acquisition”).
Subject to the conditions set forth in the LOI, Stria and
Grafoid will enter into a business combination transaction by way
of a share exchange, amalgamation, arrangement or similar form of
transaction, which will result in Grafoid becoming a wholly-owned
subsidiary of Stria or otherwise combining its corporate existence
with that of Stria. The final structure of the Acquisition is
subject to receipt of final tax, corporate and securities law
advice for both Stria and Grafoid. The successor reporting issuer
corporation to Stria, after having combined its operations with
Grafoid, whether or not Grafoid remains a separate subsidiary of
Stria or the two corporations are formally combined, is referred to
herein as the “Resulting Issuer” and common shares
of the Resulting Issuer are referred to herein as the
“Resulting Issuer Shares”.
Prior to the closing of the Acquisition, (i) Stria will settle
an outstanding debt totalling $500,000 by way of a shares-for-debt
transaction pursuant to which Stria is expected to issue 25,000,000
Stria Shares at an issuance price of $0.02 per Stria Share (the
“Stria Shares-for-Debt Transaction”) and (ii)
Stria will complete a 25-for-1 share consolidation of the Stria
Shares (the “Share Consolidation”).
Concurrent with the closing of the Acquisition, Stria will
complete an equity financing of Resulting Issuer Shares on a
post-Share Consolidation basis.
It is anticipated that the board of directors of Stria shall be
re-structured to consist of up to 10 directors, 6 of which shall be
a nominee of Grafoid. Stria will take all necessary steps to ensure
that upon Closing, such nominees have been duly elected or
appointed as directors of Stria.
The Acquisition is subject to, among other details, mutual due
diligence, approval of Stria Lithium Shareholders and approval of
the new listing by the TSX-V as applicable, and standard closing
conditions, including the conditions described herein.
The name of the Corporation will be changed in due course to a
name that both parties agree to.
Completion of the transaction is subject to a number of
conditions, including but not limited to, Exchange acceptance and
if applicable, disinterested shareholder approval. Where
applicable, the transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that
the transaction will be completed as proposed or at all. Investors
are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in
connection with the transaction, any information released or
received with respect to the transaction may not be accurate or
complete and should not be relied upon. Trading in the securities
of Stria Lithium should be considered highly speculative. The TSX
Venture Exchange Inc. has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the
contents of this news release.
Additionally, Stria also announced the resignations of Gary
Economo and Lindsay Weatherdon from its board of directors
effective September 24, 2020. Gary Economo has also resigned as
President and CEO of Stria. Jeffrey York, the Chairman of the Board
of Stria Lithium, will act as the interim CEO and President until
the close of the transaction.
Overview of Grafoid Inc.
Founded in 2011, Grafoid Inc. is a graphene research,
development and investment company that invests in, manages and
develops markets for processes that produce economically scalable
graphene for use in graphene development applications by leading
corporations and institutions. Grafoid’s leading investment
produces application friendly, minimal-defect, high-energy density
few layer graphene, utilizing a safe, non-destructive extraction
process, leaving the lowest possible ecological footprint. The
completely unique, proprietary process results in what Grafoid
regards as a new global standard for economically scalable,
high-purity graphene products—that can be tailored to both
industrial and commercial applications.
A more comprehensive news release will be issued by the Company
in the near future disclosing details of the Acquisition, including
financial information respecting Grafoid, the names and backgrounds
of all persons who will constitute insiders of the Resulting
Issuer, and information respecting sponsorship if required, once an
agreement has been finalized and certain conditions have been met,
including: satisfactory completion of due diligence and execution
of the Definitive Agreement.
About Stria Lithium
Stria Lithium is a Canadian junior mineral
exploration company with an expanding technology focus and has a
100% interest in the Pontax spodumene lithium project in Northern
Québec.
Lithium is a critical metal in the universal
fight against global warming. It is a core component of Lithium-Ion
batteries used for powering electric vehicles and for industrial
scale energy storage.
For more information about Stria Lithium, please
visit www.strialithium.com.
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Investor Contacts:
Scott AndersonInvestor Relations(858)
229-7063sanderson@nextcap-ir.com
Stria Lithium Inc.Judith
Mazvihwa-MacLeanCFO(613) 581-4040jmazvihwa@grafoid.com
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