Silver Elephant Announces Execution of Plan of Arrangement and Spin-Out of Nickel and Vanadium Assets
August 26, 2021 – Silver Elephant Mining Corp. (“Silver Elephant” or “the Company”) (TSX: ELEF, OTCQX:SILEF, Frankfurt:1P2N) announces that it has executed a plan of arrangement pursuant to which, it shall spin-out its Manitoba based Minago Nickel project (“Minago”), its Nevada based Gibellini Vanadium project (“Gibellini”), and Battery Metals Royalties each into its own entity (each a “SpinCo”). In connection with the Arrangement, the Company shall distribute shares of each SpinCo to the Company’s shareholders (“Shareholders”).
Pursuant to the Arrangement, it is currently expected that each Shareholder will receive one share of the Minago SpinCo, one share of the Gibellini SpinCo, and two Battery Metals Royalties SpinCo shares for every share of Silver Elephant held by such Shareholder on the record date scheduled in December subject to receipt of required Shareholder, court, regulatory, Toronto Stock Exchange and other approvals and satisfaction of other closing conditions.
Further Details on the Plan of Arrangement
Subject to adjustment, it is presently expected that following completion of the Arrangement, Silver Elephant securityholders (common share, option, and warrant) on the Record Date shall, assuming exercise of all convertible securities (warrants and options) of Silver Elephant in accordance with their terms, collectively hold approximately 55% of the shares of the Minago SpinCo, 55% of the shares of the Gibellini SpinCo, and 70% of the shares of the Battery Metals Royalties SpinCo.
The remaining non-escrowed Minago SpinCo shares (approximately 45%), and Gibellini SpinCo (approximately 45%) held by Silver Elephant will be transferred to Battery Metals Royalties in connection with the completion of the Arrangement.
All amounts referenced herein are estimates and may be subject to adjustment for changes to the capitalization of Silver Elephant securities prior to the Record Date. As of August 25, 2021, Silver Elephant has 209,477,539 shares and 26,300,250 warrants and options issued and outstanding.
Business Description
Upon completion of the Arrangement, it is presently expected that:
- Silver Elephant will hold the Pulacayo silver and El Triunfo gold-silver projects in Bolivia, and approximately 30% of the issued and outstanding Battery Metals Royalty shares as a long-term investment.
- Gibellini SpinCo will hold the Gibellini vanadium project in Nevada.
- Minago SpinCo will hold the Minago nickel project at Thompson nickel belt in Manitoba.
- Battery Metals Royalties will hold 2% royalties of all the assets referenced above and, subject to adjustment, approximately 45% of outstanding Gibellini SpinCo and Minago SpinCo shares as long-term investments.
Please refer to the Company’s press release dated August 26, 2021, regarding the details of the Battery Metals Royalties 2% royalties.
About Nevada Vanadium Mining Corp.
Nevada Vanadium Mining Corp. is a Canadian reporting issuer, holding a 100% interest in the Gibellini Vanadium project in Nevada, United States.
To find out more about Nevada Vanadium, visit www.nevadavanadium.com
NEVADA VANADIUM MINING CORP.
ON BEHALF OF THE BOARD
“Ron Espell”
CEO
For more information about Nevada Vanadium, please contact Investor Relations: info@nevadavanadium.com
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this news release, including statements which may contain words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, or similar expressions, and statements related to matters which are not historical facts are forward-looking information within the meaning of applicable securities laws. Such forward-looking statements, which reflect management’s expectations regarding Company’s future growth, results of operations, performance, and business prospects and opportunities, are based on certain factors and assumptions and involve known and unknown risks and uncertainties which may cause the actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements.
These factors should be considered carefully, and readers should not place undue reliance on the Company’s forward-looking statements. The Company believes that the expectations reflected in the forward-looking statements contained in this news release and the documents incorporated by reference herein are reasonable, but no assurance can be given that these expectations will prove to be correct. In addition, although the Company has attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events, or results not to be as anticipated, estimated, or intended. The Company undertakes no obligation to publicly release any future revisions to forward-looking statements to reflect events or circumstances after the date of this news or to reflect the occurrence of unanticipated events, except as expressly required by law.