Lithium assets and land holdings in Alberta of PRISM Diversified Ltd. entered into a binding letter agreement to acquire Lincoln Ventures Ltd. (TSXV:LX.H) for CAD 14.6 million in a reverse merger transaction on November 15, 2023. In connection with the acquisition, Lincoln will consolidate its common shares on a 1:3.03 basis. Lincoln will acquire the assets from Prism by issuing 29,118,291 of the Lincoln consolidated shares to Prism, at a deemed price of CAD 0.50 per Lincoln consolidated share, for approximate consideration of CAD 14,559,145. As of March 12, 2024, it was announced that Lincoln will complete a consolidation of all of its issued and outstanding shares on a 1: 3.27 basis, resulting in the issue of 29,136,471 post-consolidated Lincoln common shares to Prism, at a deemed price of CAD 0.50 per Lincoln post-consolidated share, for approximate consideration of CAD 14,568,236. A portion of the common shares of the Resulting Issuer that are issued to Prism pursuant to the acquisition are subject to Tier 2 Surplus Security Escrow Agreement or the Seed Share Resale Restrictions. In particular, 35% of the Pooled Shares will be released (in 5% tranches every 6 months, with the first release occurring upon completion of the transaction) over a period of 3 years, and 65% of the Pooled Shares will be released based on the Resulting Issuer meeting certain targets. On closing of the transaction, Lincoln intends to change its name to 'LithAlta Projects Ltd.' (the "Resulting Issuer"). In connection with the acquisition, and prior to closing of the transaction, Lincoln will use reasonable commercial efforts to complete a private placement financing of up to 7,000,000 Lincoln Consolidated Shares, at CAD 0.50 per share, for total proceeds of not less than CAD 2.5 million. On closing of the Transaction, it is approximately 22.95% of the Resulting Issuer shares will be held by existing Lincoln shareholders, approximately 62.12% will be held by Prism, and approximately 14.93% will be held by participants from the Private Placement. Subject to final approval of the TSX Venture Exchange (the ?TSX-V?), it is anticipated that the common shares of LithAlta will be listed for trading on the TSX-V under the symbol ?LAP? and LithAlta will be listed on the TSX-V as a Tier 2 mining issuer.

On closing of the transaction, the board of directors of the Resulting Issuer is expected to be composed of John Proust, Murray Flanigan, John Merritt, and Chase Edgelow and management of the Resulting Issuer is expected to be composed of John Merritt as Chief Executive Officer and Director, John Proust as Chairman and Director, Murray Flanigan as Director, Chase Edgelow as Director, Vince Boon as Chief Financial Officer, and Eileen Au as Corporate Secretary. The closing of the transaction is subject to various conditions, including the parties negotiating and entering into a definitive agreement, obtaining the approval of their respective shareholders, if required, and obtaining all required regulatory and stock exchange approvals including approval by the TSX-V. In addition, the closing of the transaction is subject to Lincoln completing the Private Placement.