Lithium One and Norris Lithium agree on merger

June 22, 2023

Lithium One Metals (TSXV: LONE; OTCQB: LOMEF; FSE: H490) (“Lithium One” or “LONE”) and Norris Lithium (CSE: CHCK) (“Norris Lithium”) have entered into a definitive arrangement agreement dated June 19, 2023 (the “Agreement”) pursuant to which Lithium One will acquire all of the issued and outstanding common shares of Norris Lithium (the “Transaction”) on the basis of 0.672 common shares of Lithium One for each share of Norris Lithium held, by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”). This strategic consolidation represents a significant milestone in both companies’ growth trajectories, with Lithium One and Norris Lithium both benefiting from the creation of a large land position in James Bay, Québec, an established presence in Northwestern Ontario in a rapidly emerging lithium district, combined technical expertise, and a joint exploration program already underway. Upon the closing of the Transaction, it is expected that the shareholders of Norris Lithium will hold approximately 35% of the common shares of the combined company, with Dale Ginn being appointed as President & CEO of Lithium One, and Nav Dhaliwal assuming the role of Executive Chair of Lithium One.

Transaction Highlights

Creating a Land Position in James Bay, Québec. The Transaction will result in the addition of two lithium exploration projects totaling 4,500 ha in the renowned Corvette lithium belt of James Bay, Québec. As a result, Lithium One’s total land holdings in the district will total 20,750 ha (Figure 1). Notably, Norris Lithium’s Highway property is immediately adjacent to Lithium One’s Ferrari property, which through the combination will grow to 9,000 ha. The combined company will have an overall lithium-prospective land position of 23,650 ha in Québec.
A Platform for Growth in Ontario. Norris Lithium shareholders gain exposure to a portfolio of lithium-prospective exploration properties in Ontario, totalling 26,259 ha, for an overall total of 49,791 ha within the combined entity, creating one of the largest lithium property portfolios in Canada.
Streamlining Exploration Programs. Both companies were already underway with plans for robust exploration campaigns in 2023. The merger will now allow for streamlined and cost-effective joint exploration programs. Importantly, follow up to the previous pegmatite discoveries on the Highway property will now be expanded to the contiguous Ferrari property.
Enhanced Leadership and Technical Teams. The combined company’s board and management team will draw from the expertise of both companies. This is expected to result in mutually beneficial financial synergies.
Strengthened Capital Markets Profile. The proposed Transaction will enhance both companies’ standing in the capital markets, by virtue of a larger market capitalization, more prominent land position and increased exploration activity.

Nav Dhaliwal, current CEO and Director of Lithium One and proposed Executive Chair of the combined company, commented: “The business combination with Norris Lithium is an exciting transaction that is transformative for both companies and their shareholders. This merger combines two exciting and parallel lithium exploration portfolios, particularly focused on the active and high-profile James Bay lithium belt.”

Dale Ginn, current President & CEO, Director of Norris Lithium and proposed President & CEO of the combined company further commented: “We are excited to immediately take advantage of the synergies being provided by combining operations of the two companies in James Bay, and for Norris shareholders, to add diversification into Ontario with the addition of established lithium-prospective properties in what we see as an important emerging lithium district.”