Summary of the Arrangement. 3.1 This Arrangement is being effected as an arrangement pursuant to Section 288 of the BCA.
Summary of the Arrangement. Arrangement Agreement
Summary of the Arrangement. 2.2 At the Effective Time all Participating SESI Shareholders will exchange their SESI Shares with ADR for ADR Common Shares issued from treasury pro rata on the basis of one ADR Share for each two SESI Shares, and such SESI Shareholders will thereafter cease to be shareholders of SESI and will become holders of ADR Common Shares. The ADR Common Shares received by the Participating SESI Shareholders will thereupon be subject to the Escrow Agreement. Each Special Warrant will thereupon be exchanged for one Common Share and one-half Warrant.
Summary of the Arrangement. Under the Arrangement: the authorized share structure of Iconic will be altered (the "Iconic Capital Alteration") as follows: all of the issued and unissued Iconic common shares will be renamed and redesignated as "Class A common shares without par value," and the special rights and restrictions attached to those shares will be varied to provide the holders thereof with two votes in respect of each share held; and a new class consisting of an unlimited number of "common shares without par value" will be created with terms and special rights and restrictions identical to those of the current Iconic common shares; Iconic's 50% interest in the Project, that is held through Iconic's Nevada subsidiary, Bonaventure Nevada Inc. ("Bonaventure"), will be transferred to a newly incorporated Nevada subsidiary, Xxxxxx Xxxxxx Lithium Resources Corp. ("Iconic MergeCo Subsidiary"), which Iconic holds through a wholly-owned British Columbia subsidiary, 1259318 B.C. Ltd. ("Iconic MergeCo"); each of the issued and outstanding Iconic common shares (as renamed and redesignated Iconic Class A common shares) will be exchanged (the "Iconic Share Exchange") for (i) one Iconic new common share; and (ii) a fractional amount of an Iconic MergeCo share, such that after giving effect to the exchange, each Iconic shareholder will hold a proportionate interest in Iconic MergeCo, provided that Iconic will retain a 10% interest in Iconic MergeCo; Iconic MergeCo will amalgamate with a wholly owned subsidiary of Nevada Lithium, 1406917 B.C. Ltd. ("Nevada Lithium MergeCo"), and continue as one corporation (the "Amalgamation"); and the Iconic MergeCo shareholders will receive shares of Nevada Lithium in exchange for their Iconic MergeCo shares, such that immediately following the completion of the Amalgamation (the "Closing") the shareholders of Iconic MergeCo as a group and the shareholders of Nevada Lithium as a group will each hold 50% of the issued and outstanding Nevada Lithium shares ("Nevada Lithium Shares"), on a non-diluted basis (after giving effect the Debt Settlement (as defined below) but prior to giving effect to the Concurrent Financing (as defined below). The Arrangement Agreement contains representations, warranties and conditions of each party customary in transactions of this nature. Under the Arrangement Agreement, the terms of the Arrangement are as follows: at Closing, Nevada Lithium will have paid and/or settled all outstanding liabilities and debts, such that it has no...
Summary of the Arrangement
