Recharge Resources Ltd. announces plans to transfer it’s 100% owned Pinchi Lake Nickel Project, located approximately 15 to 30 km northwest of Fort St. James and 120 km northwest of Prince George in central British Columbia, to a new subsidiary (“SpinCo” or “NextCharge”), provide funding to SpinCo, then spin-out the shares of SpinCo (“SpinCo Shares“) to Recharge’s shareholders of record on a 1 for 3 basis. Recharge’s shareholders would end up owning shares in both Recharge and SpinCo in these proposed proportions.
Recharge is targeting December 5th, 2022 as the effective date of the proposed spin-out whereby shareholders of record on that date will receive shares in the new SpinCo. The name NextCharge Battery Metals Corp. has been reserved for SpinCo. The Company has secured the website (www.nextchargemetals.com) and has commenced construction of the proposed NextCharge website.
CEO David Greenway, states: “With a fully-funded drill program at Brussels Creek currently awaiting permits as well as an off-take LOI in place for lithium supply, a technology licence for a multi-phase build out of a 20,000 tonne per year EkosolveTM lithium extraction operation and a fully-funded 2022 drill program underway for a production diameter well at the Pocitos 1 Lithium Brine Project, we see this as the perfect opportunity to unlock value for investors by spinning out the fully qualified Pinchi Lake Nickel Project, into a separate, discovery-oriented public company.”
Greenway continues: “We don’t believe the market is fully valuing the sum of our battery metals project portfolio and we see this as the ideal solution to ensure both projects get the attention and command the valuation of which they deserve, with purpose-built teams in place for each. Not only would this allow Recharge to streamline its focus towards Brussels Creek drilling and establishing a resource at the Pocitos 1 Project, but it allows Recharge shareholders to participate in, and benefit from the creation of a new battery metals focused exploration company. With shareholders contemplated to receive one share in the Spinco for every three shares they hold in Recharge, this creates a compelling new dynamic to our investment thesis as investors will stand to own shares in two public companies that are on two clear paths.”
Management of the Company currently contemplates that Recharge’s shareholders will receive one SpinCo Share for every three common shares held of Recharge on the record date and that the SpinCo Shares will be subject to resale restrictions with 25% of the SpinCo shares being released from restrictions at the time of completion of the spinout and a further 25% being released every four months thereafter.
The completion of the proposed spinout transaction and contemplated distribution of SpinCo shares to Recharge shareholders are subject to a number of conditions, including the completion of legal and tax structuring analyses, completion of financial analysis, determination of the structure and amount of Recharge’s funding of SpinCo, determination of final details of the transaction, settlement of the Board and management team for SpinCo, required regulatory approvals, any required shareholder approval, and the listing of the SpinCo Shares on the Canadian Securities Exchange.
There is no certainty that the spinout transaction will be completed on the terms proposed or at all. The Board of Recharge may determine to not proceed with the transaction should there be a change in market conditions or investor interest or should another opportunity arise that would similarly enhance value to Recharge shareholders.
The Murray Ridge and Pinchi Lake nickel projects are located approximately 15 to 30 kilometres northwest of Fort St. James and 120 km northwest of Prince George in central British Columbia. The project was previously explored by Nanton Nickel Corp. The projects consist of three separate claim blocks totalling 3,917.326 hectares (9,679.92 acres) that were carefully selected to cover the best sampling results (greater than 0.20 per cent nickel in rocks) reported by Nanton Nickel Company in 2013 shortly after the discovery of the Decar nickel property owned FPX Nickel Corp. Awaruite was confirmed to be a constituent of the nickel values.