Patriot Battery Metals Inc. [CSE-PMET, OTCQB-RGDCF, FSE-R9GA] announced that it has entered into an amalgamation agreement dated July 20, 2021 with Global Green Energy Acquisition Corp., an arm’s length private British Columbia corporation, and REE Metals Inc., a wholly-owned subsidiary of the Company, pursuant to which Patriot will acquire all of the issued and outstanding common shares of Global Green by way of “three-cornered” amalgamation.
Global Green is a private British Columbia mineral exploration corporation which, prior to the closing of the Transaction, will have acquired a 100% legal and beneficial interest in the Maicasagi Rare Earth Element Property located in the Abitibi Region of Québec Canada.
The Maicasagi Property consists of two claim blocks, situated 9 km apart, that encompass a total land area of approximately 5,989 ha. The claim blocks are located approximately 220 km north-northeast of the town of Val d’Or and 80 km east of Matagami in the Province of Québec, Canada. The Property may be accessed through a network of forestry roads which run throughout the region and connect to the nearby communities of Waswanipi and Matagami.
The Property is considered prospective for rare earth elements with a rock sample of “silicocarbonatite” outcrop collected in 2006 from the northernmost claim block, which returned an assay of approximately 0.4% rare earth oxide. The sample was collected approximately 10 km north of the Montviel Carbonatite Complex, which is host to the Montviel Rare Earth Deposit held by Geomega Resources Inc [TSXV-GMA]. The historical 2006 sample from the Company’s Maicasagi Property suggests potential for additional rare earth element occurrences in the region.
Pursuant to the Agreement, Patriot will acquire all of the issued and outstanding Global Green Shares by way of a “three-cornered” amalgamation whereby REE and Global Green shall amalgamate pursuant to the provisions of the Business Corporations Act (British Columbia) to form one corporation, which shall continue under the name “REE Metals Inc.”, a wholly owned subsidiary of the Company.
In consideration for the Global Green Shares, the Company has agreed to issue an aggregate of 22,001,000 common shares in the capital of the Company, representing 1,000 Shares for every one Global Green Share issued and outstanding immediately prior to the closing of the Transaction. Each Share to be issued in connection with the Transaction is to be issued at a deemed price of $0.2475 per Share and subject to a voluntary lock-up whereby the recipient shareholder shall not offer, issue, pledge, sell such Share except in accordance with the following release schedule: 20% on the date of closing; 20% on the date that is 30 days from the Closing Date; 20% on the date that is 60 days from the Closing Date; 20% on the date that is 90 days from the Closing Date; and 20% on the date that is 150 days from the Closing Date.
The Transaction is subject to certain conditions, including, the receipt of all necessary consents, waivers and approvals, including the necessary filings and approval of the CSE; Global Green having completed the Maicasagi Property Acquisition; there having been no material adverse effect occurring with respect to the Company or Global Green; and other closing conditions customary for transactions of this nature.
Following the Closing, Patriot is expected to have 56,080,605 Shares issued and outstanding on an undiluted basis. Accordingly, the former Global Green shareholders are expected to own approximately 39.23% of the Shares at the time of Closing. No changes to management or to the board of directors of the Company are to occur with the Closing. No finder’s fees are payable in connection with the Transaction.