Nevada Lithium Resources Inc. entered into a letter of intent to acquire remaining 50% stake in Bonnie Claire Lithium project from Iconic Minerals Ltd..
The board of directors of the Resulting Issuer would be limited to no more than five members, of which two members would be the nominees of Iconic, two members would be the nominees of the Resulting Issuer and one member would be the nominee of the other four directors, subject to certain exceptions. Stephen Rentschler would continue to serve as Chief Executive Officer of the Resulting Issuer, and Richard Kern, the current Chief Executive Officer of Iconic, would be appointed the Chief operating Officer. Completion of the Proposed Transaction will be subject to the satisfaction of various conditions precedent, including: (i) the receipt of all necessary regulatory approvals, authorizations and consents, including acceptance for filing of the Proposed Transaction by the TSX Venture Exchange and, if applicable, the Canadian Securities Exchange; (ii) receipt of all necessary corporate and shareholder approvals by the parties; and (iii) satisfactory due diligence investigations by the parties. The Proposed Transaction has the unanimous support of board of directors of Nevada Lithium Resources and Iconic Minerals Ltd. Iconic shall make an application to seek final approval (the "Final Order") of the Arrangement from the Supreme Court of British Columbia. As of May 26, 2023, the shareholders of Iconic Minerals have overwhelmingly approved the transaction. As of June 2, 2023, Supreme Court of British Columbia has granted the final order approving the previously announced arrangement whereby Nevada Lithium Resources Inc. will acquire, by way of plan of arrangement under the Business Corporations Act (British Columbia), Iconic's 50% interest in the Bonnie Claire Lithium project located in Nye County, Nevada. The completion of the Arrangement remains subject to the receipt of all necessary approvals, including final acceptance by the TSX Venture Exchange of the Arrangement, and satisfaction by the parties of the TSXV's closing conditions and other conditions customary in transactions of this nature. Garfinkle Biderman LLP acted as legal counsel to Nevada Lithium in connection with the Arrangement. Lotz & Company acted as legal counsel to Iconic in connection with the Arrangement.