Silver Elephant Provides Update And Schedule On Plan Of Arrangement
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”).
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:
each Silver Elephant share outstanding on the Record Date, will be consolidated on the basis of one post-consolidation common share (“ELEF Share”) for every ten pre-consolidation shares of Silver Elephant (the “Consolidation”); and
each Silver Elephant shareholder (“Shareholder”) will receive: one share of each of Flying Nickel and Nevada Vanadium for every post-Consolidation ELEF Share by such Shareholder on the Record Date; and two shares of Battery Royalties for every post-Consolidation ELEF Share held by such Shareholder on the Record Date.
Accordingly, upon completion of the Arrangement (including the Consolidation), there will be approximately:
23,500,000 ELEF Shares and 3,200,000 warrants and options of Silver Elephant issued and outstanding;
50,000,000 common shares in the capital of Flying Nickel issued and outstanding (“Flying Nickel Shares”);
50,000,000 common shares in the capital of Nevada Vanadium issued and outstanding (“Nevada Vanadium Shares”); and
80,000,000 common shares in the capital of Battery Royalties issued and outstanding (“Battery Royalties Shares”);
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:
26,700,000 Flying Nickel Shares representing approximately 53.4% of the Flying Nickel Shares issued and outstanding;
26,700,000 Nevada Vanadium Shares representing approximately 53.4% of the Nevada Vanadium Shares issued and outstanding; and
53,400,000 Battery Royalties Shares representing approximately 66.8% of the Battery Royalties Shares issued and outstanding.
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:
Silver Elephant holding a 100% interest in its Pulacayo silver and El Triunfo gold-silver projects in Bolivia, and approximately 26,600,000 (representing 33.2% of) Battery Royalties Shares as a long-term investment;
Nevada Vanadium, holding a 100% interest in its Gibellini vanadium project in Nevada;
Flying Nickel, holding a 100% interest in its Minago nickel project at Thompson nickel belt in Manitoba; and
Battery Royalties, holding 2% royalties of each of the assets referenced above and, approximately 23,300,000 (representing 46.6% of) Flying Nickel Shares and 23,300,000 (representing 46.6% of) Nevada Vanadium Shares as a long-term investment.
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.
About Silver Elephant
Silver Elephant Mining Corp. is a premier mining and exploration company in silver, nickel, and vanadium.
www.ferroalloynet.com
