Desert Lion Energy Inc. Announces Closing of Business Combination
TORONTO, Canada, February 23, 2018 – Desert Lion Energy Inc. (the “Company”) (formerly Camex Energy Corp. (TSXV: CXE.V)(“Camex”)) is pleased to announce that it has completed its previously announced business combination (the “Business Combination”) with Desert Lion Energy Corp. (“Desert Lion”), a private Ontario corporation, which holds a 301km2 prospective land package in Namibia with known lithium bearing pegmatitic mineralization, and is currently in Phase 1 of its production plan, processing stockpiled material and exporting lithium concentrate.
Prior to the closing of the Business Combination, the Company consolidated its common shares on the basis of one post-consolidation common share (each a, “New Share”) for each 12.0258 existing common shares (the “Consolidation”) and changed its name to “Desert Lion Energy Inc.”
The Business Combination was completed by way of a three-cornered amalgamation, pursuant to which 2590945 Ontario Inc. (“Camex Subco”), a wholly owned subsidiary of the Company, amalgamated with Desert Lion (the “Amalgamation”) to form a newly amalgamated company (“Amalco”), which now holds Desert Lion’s assets as a wholly-owned subsidiary of the Company.
Pursuant to the Business Combination, the Company acquired all of the outstanding common shares of Desert Lion and issued to Desert Lion shareholders one New Share in exchange for each common share of Desert Lion held.
Upon completion of the Business Combination, including the conversion of the Subscription Receipts (as defined below) and the Consolidation, the Company had 46,306,155 common shares issued and outstanding, with approximately 96.4% held by former Desert Lion Shareholders and approximately 3.6% held by former Camex shareholders, on an undiluted basis.
The New Shares are expected to commence trading on the TSX Venture Exchange under the ticker symbol "DLI" at the commencement of trading on Monday, February 26, 2018.
“We are excited to be begin trading on the TSX Venture Exchange,” commented Tim Johnston, President and Chief Executive Officer of Desert Lion Energy Inc. “This is an important milestone for the Company, as we continue to execute our Phase I production plan and prepare for the first ship of lithium concentrate from our operations.”
In connection with closing of the Business Combination, Tim Johnston has assumed the role of President and Chief Executive Officer of the Company. In addition, the Company’s board of directors now consists of the following six individuals: Adonis Pouroulis, Tim Johnston, Peter McCague, John Vettese, Stephan Theron and Chris Berry.
Full details of the Business Combination and certain other matters are set out in the joint management information circular of Camex and Desert Lion dated January 17, 2018 (the "Information Circular"). A copy of the Information Circular can be found under Camex’s (now the Company’s) profile on SEDAR at www.sedar.com.
Conversion of Desert Lion Subscription Receipts and Escrow Release
Prior to the closing of the Business Combination, the escrow release conditions in connection with Desert Lion’s previously announced private placement offerings (the “Offerings”) of subscription receipts (the “Subscription Receipts”) were satisfied in full and as a result the 5,401,207 Subscription Receipt issued pursuant to the Offerings were converted into 5,401,207 common shares (“SR Shares”) and 1,350,301 common share purchase warrants (“SR Warrants”) of Desert Lion. Pursuant to the Business Combination the SR Shares have been exchanged for New Shares and each SR Warrant is exercisable for one New Share at a price of $2.28 per share until December 13, 2019.
Haywood Securities Inc. acted as the lead agent in connection with the brokered Offerings together with a syndicate of agents, including Eight Capital.
In addition, the Company announces that in connection with the completion of the Business Combination, the Company has changed its auditor from Davidson & Company LLP to UHY McGovern Hurley LLP. UHY McGovern Hurley LLP was the auditor of Desert Lion. There are no reportable events between Davidson & Company LLP and Camex.
About Desert Lion Energy
Desert Lion Energy Inc. is a new lithium developer and producer focused on building Namibia’s first large-scale lithium mine and is located 30km from Karibib and approximately 210km from the nation’s capital of Windhoek. The Company’s lithium project is located within a 301km2 prospective land package, with known lithium bearing pegmatitic mineralization and is currently in Phase 1 of its production plan, processing material and exporting lithium concentrate from stockpiles. The project site is accessible year-round by road and has access to power, water, rail, port, airport and communication infrastructure.
This news release contains “forward-looking information” within the meaning of applicable securities laws. Generally, any statements that are not historical facts may contain forward-looking information, and forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget” “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or indicates that certain actions, events or results “may”, “could”, “would”, “might” or “will be” taken, “occur” or “be achieved.” Forward-looking information includes, but is not limited to: statements and expectations regarding the anticipated date for listing of the New Shares on the TSX Venture Exchange. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. Although the Company has attempted to identify important factors that may cause results not to be as anticipated, estimated or intended, there can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Forward-looking information is made as of the date of this new release and the Company does not undertake to update or revise any forward-looking information this is included herein, except in accordance with applicable securities laws.
Neither the 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.
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