(via TheNewswire)
Under terms of a subscription agreement between the Company and C-ONE, SRG will issue 28,222,380 common shares to C-ONE (or its designated affiliate) through a private placement at a price of
SRG’s current largest shareholder, La Mancha Investments S.a.r.l. (“La Mancha”) will partially exercise its pre-existing anti-dilution right. Under terms of a separate subscription agreement, dated
The transactions are subject to customary closing conditions which have all been met or waived other than delivery of the securities of SRG, as well as additional closing conditions related to regulatory approvals, including approval by the
C-ONE has provided evidence of the Subscription Amount being retained for the purpose of completing the placement upon receipt of regulatory approval, and has provided an undertaking to retain the Subscription Amount with Bank of China until such time as MOC, NDRC and SAFE approvals have been obtained, following which C-ONE shall transfer the Subscription Amount in trust to an independent escrow agent for the purpose of completing the placement following the completion of the remaining regulatory approval process. La Mancha has similarly deposited the La Mancha Subscription Amount in an escrow account in anticipation of all closing conditions having been met or waived.
Completion of the transaction is expected to occur by or in Q1 2024. The common shares will be subject to a four month and one day hold period from the date of their issuance in accordance with applicable securities laws and the policies of the
La Mancha is holding SRG common shares for investment purposes and in the future, La Mancha may, from time to time, increase or decrease its investments in SRG through market transactions,private arrangements, treasury issuances or otherwise. La Mancha is a wholly owned subsidiary of La Mancha Resource Fund SCSp (formerly known as La Mancha Fund SCSp, the “Fund”).
The head office of La Mancha and the Fund is located at 31-33 Avenue Pasteur L-2311 Luxembourg. SRG’s head office is located at 1320 boul. Graham, Suite/bureau 132,
La Mancha will file an early warning report in accordance with applicable securities laws, which will be available under SRG’s SEDAR profile at www.sedar.com, and may also be obtained by contacting:
The La Mancha investment is a “related party transaction” for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). SRG is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, respectively, in reliance on sections 5.5(a) and 5.7(b) of MI 61-101, respectively, as the fair market value of the investment is not more than 25% of SRG’s market capitalization.
About C-ONE
A leading private anode materials company in
C-ONE has assembled a large production base for various anode materials that sets the benchmark in the industry, including natural flake graphite. C-ONE is an innovative anode material industry leader and one of the lowest cost anode material producers in
In addition to natural flake graphite material, C-ONE has the capacity to produce 150,000 tpa of artificial graphite and planned production of 15,000 tpa of silicon-based products.
About SRG
For additional information, please visit SRG’s website atwww.srgmining.com.
Contact :
Matthieu Bos
President & CEO Corporate Development Advisor
Email:m.bos@srgmining.com Email:m.johnston@srgmining.com
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This press release contains "forward-looking information" within the meaning of Canadian securities legislation. All information contained herein that is not clearly historical in nature may constitute forward-looking information. Generally, such forward-looking information can be identified by the use of forward-looking terminology such as “intends”, “accelerate”, advance”, “confident”, “aim”, “develop”, “expected”, “include”, “will”, “become”, “continue”, “deliver”, “believe”, or variations of such words and phrases or state that certain actions, events or results "may", "could", "would" or "might". Forward-looking information in this news release includes receipt of regulatory approvals, completion of the private placement of C-ONE in the common shares of SRG, and the exercise of La Mancha’s anti-dilution rights. 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, including but not limited to: (i) decision making processes by applicable regulatory authorities in
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information, there may be other factors that 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 forward-looking information. Such forward-looking information has been provided for the purpose of assisting investors in understanding the Company's business, operations and exploration plans and may not be appropriate for other purposes. Accordingly, readers should not place undue reliance on forward-looking information. Forward-looking information is given as of the date of this press release, and the Company does not undertake to update such forward-looking information except in accordance with applicable securities laws.
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