Nano One Materials Corp. Announces Completion of Business Combination with Perfect Lithium Corp. and Closing of Financing
Nano One Materials Corp.
TSX Venture: NNO
March 9, 2015
Nano One Materials Corp. Announces Completion of Business Combination with Perfect Lithium Corp. and Closing of Financing
Vancouver, B.C. – Nano One Materials Corp. (TSX-V: NNO) (“Nano One” or the “Company”) is pleased to announce that Nano One (formerly Dundarave Resources Inc.) and Perfect Lithium Corp. (“PLC”) have closed their previously announced business combination transaction (the “Transaction”). Pursuant to the Transaction, Nano One, through its wholly-owned subsidiary 1019491 B.C. Ltd., acquired 100% of the issued and outstanding shares of PLC in exchange for 0.8 of a Post Consolidation Share (as defined below) (the “Exchange Ratio”) for each outstanding share of PLC. The Transaction constitutes a reverse take-over of Nano One by PLC, and the resulting company has been renamed “Nano One Materials Corp.” (the “Resulting Issuer”).
Nano One CEO Dan Blondal stated, “On behalf of the entire Nano One team, I would like to thank our existing shareholders for their tremendous support and I extend a warm welcome to our new shareholders. I would also like to thank our staff, advisors and partners who have worked so hard to establish the technology and our directors, officers and the syndicate of financiers who have come together to complete this transaction. Listing Nano One on the TSX Venture Exchange sets the stage for the commercialization phase of our technology. Everyone can relate to the pent-up demand for better batteries, so it is an exciting time to be changing the way we make energy storing materials. We have an exceptional team and our technology is well on its way to becoming a leading platform for the production of a new generation of advanced materials.”
Nano One Chairman Paul Matysek remarked, “The completion of this transaction represents a giant step and a solid foot forward in enabling energy storage improvements that could change the way we access, store and distribute electricity. I am excited to be part of this team and look forward to sharing our developments with our new and existing shareholders. Finally I would like to thank the Boards of Directors of both Perfect Lithium and Dundarave Resources for their tireless commitment and support.”
Pursuant to the Transaction, all outstanding warrants of PLC were exchanged for Nano One warrants to purchase Post Consolidation Shares, with appropriate adjustments to the number and price of shares that may be acquired upon exercise thereof to reflect the Exchange Ratio. All stock options of Nano One and PLC issued prior to the Agreement were cancelled on closing of the Transaction. The Resulting Issuer granted 2,825,000 options to the new management and consultants of the Resulting Issuer upon completion of the Transaction.
Immediately prior to closing of the Transaction, Nano One consolidated all of its issued and outstanding common shares (the “Consolidation”) on the basis of two existing common shares for one new common share (a “Post Consolidation Share”) and one share purchase warrant. Each warrant is exercisable at any time until 4:00 p.m. (EST) on March 5, 2016 to acquire one Post Consolidation Share at an exercise price of $0.40 per Post Consolidation Share and thereafter until 4:00 p.m. (EST) on March 5, 2017 to acquire one-half of one Post Consolidation Share at an exercise price of $0.50 per Post Consolidation Share.
Nano One is also pleased to announce that concurrently with the Consolidation and closing of the Transaction, Nano One has closed a related brokered private placement (the “Private Placement”) and TSX Venture Exchange (“TSXV”) short form offering (the “Short Form Offering”, and together with the Private Placement, the “Financing”) of units of Nano One. Pursuant to the Financing, Nano One issued an aggregate of 12,000,000 units at a price of $0.25 per unit for gross proceeds of $3,000,000. 4,000,000 units were issued pursuant to the Private Placement for gross proceeds of $1,000,000 and 8,000,000 units were issued pursuant to the Short Form Offering for gross proceeds of $2,000,000.
Each unit consists of one Post Consolidation Share and one-half of a share purchase warrant. Each whole warrant is exercisable into one Post Consolidation Share for a period of two years at an exercise price of $0.40 per share until 4:00 p.m. (EST) on March 5, 2016 and thereafter at an exercise price of $0.50 per share during the period until 4:00 p.m. (EST) on March 5, 2017.
All securities issued in connection with the Private Placement are subject to a statutory four-month hold period.
Mackie Research Capital Corporation (“Mackie”) acted as the lead agent and book-runner for the Financing. As consideration for its services in connection with the Financing, the Company has paid to Mackie a cash commission of $195,000, being 6.5% of the proceeds of the Financing, and issued 780,000 agent’s warrants to Mackie, being 6.5% of the number of units sold.
Nano One also engaged Mackie to act as an advisor and has paid Mackie $20,000 in cash in connection with such advisory services and a finder’s fee in the amount of 225,000 Post Consolidation Shares in connection with the Transaction.
The Transaction is described in further detail in the press release of Nano One dated December 2, 2014 and in the management information circular of Nano One dated November 28, 2014 (and filed on SEDAR December 3, 2014), both of which are available on SEDAR at www.sedar.com. Prior to completing the Transaction, Nano One received conditional approval of the Transaction from the TSXV on January 21, 2015. The Transaction is subject to the final approval of the TSXV which the Resulting Issuer expects to receive shortly. Upon receipt of final approval from the TSXV, the Resulting Issuer will begin trading on the TSX Venture under the stock symbol “NNO”.
Nano One intends to use the net proceeds from the Financing for materials validation in full size batteries, design, construction and demonstration of a pilot production facility, conceptual design of a commercial production facility and general working capital.
The board of directors of the Resulting Issuer is comprised of Dan Blondal, Lyle Brown, John Lando, Dr. Joseph Guy and Paul Matysek. In addition, management of the Resulting Issuer consists of Dan Blondal as CEO and Corporate Secretary, John Lando as President and Tammy Gillis as CFO.
About Nano One Materials Corp.
Nano One Materials Corp. is focused on developing novel, scalable and low-cost processing technology for the production of high performance nano-structured materials. Nano One Materials Corp.’s mission is to establish its patent pending technology as a leading platform for the global production of a new generation of nano-structured composite materials.
Nano One Materials Corp.’s primary market is the multi-billion dollar cathode materials supply chain for lithium ion batteries that are used in consumer electronics, electric vehicles and industrial storage. Testing in 2014 by Canada’s National Research Council has validated the efficacy of materials supplied by Nano One Materials Corp. Based on these tests, Nano One Materials Corp. believes their enhanced processing technology has the potential to address demand for cheaper higher performing batteries. The three-stage proprietary process uses common industrial equipment that is suited to commercial high volume production of nano-structured materials.
Nano One Materials Corp. has six patents pending in the United States, five worldwide (PCT) and one in Taiwan.
While Nano One Materials Corp.’s processing technology will initially be focused on lithium ion batteries, it also proposes to leverage its platform technology in health sciences, 3D printing, catalysts, ceramics, pharmaceuticals, agriculture, aerospace, communications and other materials markets.
Nano One Materials Corp. is building an experienced technology development and production team to advance the technology. Team members include Dr. Byron Gates, Dr. Joseph Guy and Dr. Ulrich von Sacken as advisors and Russell Barton as a principal engineer, all providing expertise in the areas of materials science, lithium ion batteries, intellectual property and systems engineering.
Dr. Gates is a Tier II Canada Research Chair in the Department Chemistry at Simon Fraser University, investigating the surface and interface chemistry of nanomaterials and is head of the the Centre for Soft Materials in 4D LABS, a materials research institute at SFU. Dr. Joseph Guy works as a patent agent and is a chemist with more than 23 years’ experience prosecuting patents and intellectual property matters with a focus on complex technologies including material science. Dr. von Sacken has 20 years’ experience as GM of R&D at E-One Moli Energy Canada and VP of Technology at BAK Battery Canada. Russell Barton has over 40 years’ experience designing mechanical and electrochemical systems and fuel cell products for Ballard Power Systems, Energizer, PolyFuel, the University of North Florida and Neptune Dynamics. Russell is credited with 30 patents issued in Canada, the United States and foreign jurisdictions.
Nano One Materials Corp. has launched collaborative relationships with NORAM Engineering and Constructors Ltd. and its subsidiary BC Research Inc., who are currently engaged in the conceptual design of a commercial facility for the production of lithium composite powders. NORAM and BCRI are globally recognized in process engineering and will be valuable contributors to Nano One Materials Corp.’s technology development, scale-up and commercialization. They will provide incubation and piloting facilities along with support in laboratory, design, engineering and industrial know-how.
Nano One Materials Corp. also has had financial support from Canada’s National Research Council Industrial Research Assistance Program (NRC-IRAP) for three projects including a recently entered agreement with NRC-IRAP whereby NRC-IRAP will fund a non-repayable contribution of up to $250,000 for the optimization and design of a demonstrated pilot facility.
NANO ONE MATERIALS CORP.
Dan Blondal, CEO
For information with respect to Nano One or the contents of this news release, please contact the Company at (604) 669-2701 or visit the website at www.nanoone.ca.
As indicated above, the Transaction is subject to final TSXV approval. There can be no assurance that the Transaction will be approved by the TSXV.
Investors are cautioned that, except as disclosed in the management information circular prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Resulting Issuer should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.
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.
Certain information contained herein constitutes “forward-looking information” under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to: the completion of the Transaction; the use of proceeds of the Financing; and the commercialization of the Resulting Issuer’s technology and patents. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “expects” or “it is expected”, 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 Resulting Issuer to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including: the receipt of all necessary regulatory approvals, the ability to conclude the Transaction, capital expenditures and other costs, and financing and additional capital requirements. Although management of the Resulting Issuer 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 Resulting Issuer does not undertake to update any forward-looking statements or forward-looking information that is incorporated by reference herein, except as required by applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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