Lithium X Energy Corp. (“Lithium X”, or the “Company”) (TSX-V: LIX) is pleased to announce that it has completed its reactivation pursuant to which it has acquired the option (the “Option”) to acquire a 100% interest in the NSP Lithium Claims in Nevada from Clayton Valley Lithium Inc. and has changed its name from Royce Resources Corp. to Lithium X Energy Corp.
The reactivation was effected pursuant to an amalgamation agreement (the “Amalgamation Agreement”) among Lithium X, 1045564 B.C. Ltd. (“1045564”) and 1054527, a wholly-owned subsidiary of Lithium X dated November 5, 2015. Management of the Company is now comprised of Paul Matysek as Executive Chairman, Brian Paes-Braga as President and Chief Executive Officer and Daniel Kriznic as Chief Financial Officer. The board of directors of the Company is comprised of Paul Matysek, Brian Paes-Braga, Geir Liland, Harry Pokrandt and Robert McLeod.
The Company’s common shares are expected to commence trading on the TSXV under the ticker symbol “LIX” on November 30, 2015. For additional information on the NSP Lithium claims and the Option, please see the Company’s news release dated October 2, 2015.
Pursuant to the Amalgamation Agreement, Lithium X issued an aggregate of 5,000,000 common shares to the shareholders of 1045564. In addition, Lithium X issued 1,000,000 common shares and paid US$100,000 to Clayton Valley Lithium Inc. as required by the Option Agreement dated November 5, 2015, and issued 400,000 common shares to Fiore Management and Advisory Corp. The Company also completed a private placement of 11,696,669 common shares at $0.15 per share for gross proceeds of $1,754,500. The Company has also granted 1,890,000 stock options to certain directors, officers and consultants of the Company, exercisable for a period of ten years at $0.15 per share.
The Company now has 28,125,732 common shares issued and outstanding and options to acquire 2,805,000 common shares.
Pursuant to the terms of a Tier 2 value security agreement among the Company, Computershare Investor Services In. and certain securityholders, an aggregate of 5,000,000 common shares have been placed in escrow, whereby 10% will be released immediately upon the issuance of the TSXV bulletin evidencing final acceptance of the reactivation and the balance of such securities will be released in equal tranches of 15% every six months thereafter. The common shares issued pursuant to the private placement are subject to a four month hold period expiring March 27, 2015.
The Company further announces that following the Amalgamation Agreement and the Private Placement, Frank Giustra, Fiore Financial Corporation (a company owned and controlled by Frank Giustra), the Radcliffe Foundation (a charitable organization controlled by Frank Giustra), The Radcliffe Corporation (a company owned and controlled by Frank Giustra), own, in aggregate, 3,170,000 common shares representing approximately 11.27% of the current issued and outstanding shares of the Company. As well, Brian Paes-Braga will own 3,000,000 common shares representing approximately 10.67%of the current issued and outstanding shares of the Company and would own 3,271,000 common shares, representing approximately 11.52% on a partially diluted basis, assuming exercise of 271,000 stock options.
FOR FURTHER INFORMATION PLEASE CONTACT:
President and CEO, Director
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively “forward-looking statements”). Certain information contained herein constitutes “forward-looking information” under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “expects”, “believes”, “aims to”, “plans to” or “intends to” or variations of such words and phrases or statements that certain actions, events or results “will” occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are 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 by such forward-looking statements or forward-looking information, including the business of the Company and the commencement of trading in the Company’s shares. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or 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 statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward looking information. The Company does not undertake to update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.