NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, BC / ACCESSWIRE / September 23, 2021 / Silver Elephant Mining Corp. (“Silver Elephant” or the “Company”) (TSX:ELEF)(OTCQX:SILEF)(Frankfurt:1P2N) is pleased to provide the following update further to its news release dated August 26, 2021 with respect to the Company’s proposed plan of arrangement (the “Arrangement”) to spin-out its Manitoba based Minago Nickel project (“Minago”), its Nevada based Gibellini Vanadium project (“Gibellini”), and Battery Metals Royalties into Flying Nickel Mining Corp. (“Flying Nickel”), Nevada Vanadium Mining Corp. (“Nevada Vanadium”), and Battery Metals Royalties Corp. (“Battery Royalties”, and together with Flying Nickel and Nevada Vanadium, the “SpinCos”).
Further to the news release of the Company dated September 6, 2021, assuming the full completion of proposed previously announced private placement of common shares of the Company for aggregate gross proceeds of up to $3,300,000 and that no further securities of Silver Elephant are issued prior to the record date of the Arrangement (the “Record Date”), which is presently expected to be in December, 2021, Silver Elephant will have approximately 235 million common shares and 32 million warrants and options issued and outstanding on the Record Date.
Subject to applicable laws, the policies of and approval by the Toronto Stock Exchange (the “TSX”), the receipt of shareholder approval and court approval, and satisfaction of other closing conditions, it is presently expected that, pursuant to the Arrangement:
Accordingly, upon completion of the Arrangement (including the Consolidation), there will be approximately:
Silver Elephant securityholders (common share, option, and warrant) on the Record Date, assuming exercise of all warrants and options of Silver Elephant will collectively directly hold approximately:
Any remaining Flying Nickel Shares, and Nevada Vanadium Shares held directly by Silver Elephant (upon completion of the prior distribution to Shareholders and reservation of Flying Nickel and Nevada Vanadium Shares for distribution upon exercise of warrants and options of Silver Elephant) will be transferred to Battery Royalties as part of the Arrangement.
Upon completion of the Arrangement, it is currently expected that the Company and each SpinCo will focus on its corresponding core business with:
While the foregoing has been prepared on the basis that no additional securities of each SpinCo will be issued, it is presently expected that each SpinCo will complete a financing in connection with the Arrangement to provide for working capital and other corporate purposes. Further details on SpinCo financings will be provided when available.
John Lee, Chairman of Silver Elephant states that “After the spinout, green energy institutional fund managers, precious metals fund managers, and royalty focused investors will be able to buy nickel, vanadium, silver, or royalty company shares of their choice from our plan. We also aim to list Flying Nickel, Nevada Vanadium, and Battery Royalties on the TSX-Venture Exchange to facilitate trading liquidity and support future business expansion.”
There can be no assurance that the Arrangement will be completed on the terms described herein or at all or that any of the SpinCos will be listed on any stock exchange. Completion of the Arrangement is subject to applicable laws, the policies of and approval by the TSX, the receipt of shareholder approval and court approval, and satisfaction of other closing conditions.
Subject to applicable laws, the policies of and approval by the TSX and the receipt of court approval, the Company presently expects to call a Shareholder meeting (“Meeting“) to be held in early-to-mid December, 2021 to approve the Arrangement. Further details regarding the Arrangement will be contained in an information circular of the Company to be mailed to Shareholders in early November.