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 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.
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+ at www.sedarplus.ca and on the Company's website at www.lomiko.com.
Further information and a copy of the early warning report may be obtained by contacting: Eric Miller, Chief Executive Officer of GBM, by email at info@globalbatterymaterials.com or by telephone at +1-647-931-0437.
About Lomiko Metals Inc.
The Company holds mineral interests in its advanced La Loutre Graphite Project in southern Québec. 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 kilometers northwest of Montreal, the property consists of one large, continuous block with 76 mineral exclusive exploration rights totaling 4,528 hectares (45.3 km2). The Company also holds an interest in seven early-stage projects in southern Québec, including Ruisseau, Tremblant, Meloche, Boyd, Dieppe, North Low, and Carmin, covering 328 exclusive exploration rights over 18,622 hectares in the Laurentian region of Québec 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, NL, and south of the Trans-Canada Highway.
For more information on Lomiko Metals, visit the website at www.lomiko.com, contact Gordana Slepcev at 647-391-7344 or email: info@lomiko.com.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information may be identified by statements including words such as: "anticipate," "intend," "plan," "budget," "believe," "project," "estimate," "expect," "scheduled," "forecast," "strategy," "future," "likely," "may," "to be," "could," "would," "should," "will" and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and the conditional.
Forward-looking information may include, without limitation, statements regarding the expected benefits of the Arrangement, the timing and completion of the delisting of the Shares from the TSXV, the Company's intention to cease to be a reporting issuer in the Jurisdictions, and the receipt of the consideration, if any, to which former securityholders are entitled under the Arrangement.
Forward-looking information is based on assumptions that may prove to be incorrect, including but not limited to, assumptions regarding the timing of TSXV delisting and of Lomiko ceasing to be a reporting issuer in the Jurisdictions.
The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. By its nature, forward-looking information involves known and unknown risks, uncertainties, changes in circumstances and other factors that are difficult to predict and many of which are outside of the Company's control, which may cause actual results to differ materially from any future or potential results expressed or implied by such forward-looking information.
Important factors that could cause actual results to differ materially from those indicated in the forward-looking information include, among others: (i) delays in the processing of required documentation by former securityholders, including letters of transmittal; (ii) delays in the payment of consideration by the depositary; (iii) delays and changes in the anticipated timing of the TSXV delisting or of Lomiko ceasing to be a reporting issuer in the Jurisdictions; and (iv) the possibility of litigation relating to the Arrangement. The Company has assumed that the risk factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events. The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements.
Other than as specifically required by applicable Canadian law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, whether as a result of new information, future events or results, or otherwise.
Contacts
Gordana Slepcev
647-391-7344
info@lomiko.com
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.
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+ at www.sedarplus.ca and on the Company's website at www.lomiko.com.
Further information and a copy of the early warning report may be obtained by contacting: Eric Miller, Chief Executive Officer of GBM, by email at info@globalbatterymaterials.com or by telephone at +1-647-931-0437.
About Lomiko Metals Inc.
The Company holds mineral interests in its advanced La Loutre Graphite Project in southern Québec. 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 kilometers northwest of Montreal, the property consists of one large, continuous block with 76 mineral exclusive exploration rights totaling 4,528 hectares (45.3 km2). The Company also holds an interest in seven early-stage projects in southern Québec, including Ruisseau, Tremblant, Meloche, Boyd, Dieppe, North Low, and Carmin, covering 328 exclusive exploration rights over 18,622 hectares in the Laurentian region of Québec 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, NL, and south of the Trans-Canada Highway.
For more information on Lomiko Metals, visit the website at www.lomiko.com, contact Gordana Slepcev at 647-391-7344 or email: info@lomiko.com.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information may be identified by statements including words such as: "anticipate," "intend," "plan," "budget," "believe," "project," "estimate," "expect," "scheduled," "forecast," "strategy," "future," "likely," "may," "to be," "could," "would," "should," "will" and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and the conditional.
Forward-looking information may include, without limitation, statements regarding the expected benefits of the Arrangement, the timing and completion of the delisting of the Shares from the TSXV, the Company's intention to cease to be a reporting issuer in the Jurisdictions, and the receipt of the consideration, if any, to which former securityholders are entitled under the Arrangement.
Forward-looking information is based on assumptions that may prove to be incorrect, including but not limited to, assumptions regarding the timing of TSXV delisting and of Lomiko ceasing to be a reporting issuer in the Jurisdictions.
The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. By its nature, forward-looking information involves known and unknown risks, uncertainties, changes in circumstances and other factors that are difficult to predict and many of which are outside of the Company's control, which may cause actual results to differ materially from any future or potential results expressed or implied by such forward-looking information.
Important factors that could cause actual results to differ materially from those indicated in the forward-looking information include, among others: (i) delays in the processing of required documentation by former securityholders, including letters of transmittal; (ii) delays in the payment of consideration by the depositary; (iii) delays and changes in the anticipated timing of the TSXV delisting or of Lomiko ceasing to be a reporting issuer in the Jurisdictions; and (iv) the possibility of litigation relating to the Arrangement. The Company has assumed that the risk factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events. The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements.
Other than as specifically required by applicable Canadian law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, whether as a result of new information, future events or results, or otherwise.
Contacts
Gordana Slepcev
647-391-7344
info@lomiko.com
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