Lancaster Resources Announces Spin-Off
January
3,
2023
Lancaster
Resources
Announces
Spin-Off
Agreement
with
Subsidiary
and
Record
Date
Vancouver,
British
Columbia
-
Lancaster
Resources
Inc.
(CSE:LCR
|
OTCQB:LANRF
|
FRA:6UF0)
(the
“Company”)
announces
entry
into
a
Spin-Off
Agreement
with
Lancaster’s
wholly
owned
subsidiary
Nelson
Lake
Copper
Corp.
(“
Nelson
Lake
”)
to
spin
off
a
majority
of
its
interest
in
Nelson
Lake
Copper
to
Lancaster
Resources
shareholders.
Incorporated
on
December
15,
2023,
and
extra-provincially
registered
in
Saskatchewan,
Nelson
Lake
has
a
100%
interest
in
the
Nelson
Lake
Copper
property
in
Saskatchewan,
Canada.
The
Nelson
Lake
Copper
property
is
adjacent
to
notable
copper
exploration
projects,
such
as
Cosa
Resources
Heron
Property
and
Rio
Tinto’s
Janice
Lake
(optioned
from
Forum
Energy).
The
5,722-hectare
property
targets
sedimentary
hosted
copper
in
the
Wollaston
Domain
copperbelt
offers
a
unique
copper
exploration
opportunity.
Share
Distribution
Details
Pursuant
to
the
Spin-Off
Agrement,
the
parties
shall
enter
into
an
Arrangement
Agreement
and
a
Plan
of
Arrangement
whereby
Lancaster
will
issue
550,000
Lancaster
common
shares
with
a
deemed
value
of
$0.06
each
to
Nelson
Lake
in
exchange
for
1,600,000
Nelson
Lake
shares
at
a
deemed
value
of
$0.02
each.
Approximately
1,000,000
common
shares
of
Nelson
Lake
(the
“
Dividend
Shares
”)
will
be
distributed
to
Lancaster
shareholders
at
the
closing
of
the
transaction.
The
record
date
to
determine
voting
rights
and
the
rights
to
receive
Dividend
Shares
is
January
9,
2024
(the
“
Record
Date
”).
Shareholders
of
Lancaster
as
of
January
9,
2024,
will
be
eligible
to
receive
Dividend
Shares
at
a
distribution
ratio
of
one
Dividend
Share
for
every
50
Lancaster
shares
held.
Shares
of
Lancaster
Resources
purchased
in
the
market
require
3
business
days
before
ownership
is
established,
so
shares
purchased
after
the
close
of
trading
on
Thursday,
January
4,
2023,
will
not
be
eligible
to
receive
Dividend
Shares.
Completion
of
the
spin-off
transaction
is
conditional
upon
the
parties
entering
into
an
Arrangement
Agreement
and
a
Plan
of
Arrangement,
completing
an
audit
of
the
financial
statements
of
Nelson
Lake,
completing
a
43-101
Technical
Report
of
the
Nelson
Lake
Copper
Project
and
obtaining
approvals
of
the
British
Columbia
Supreme
Court
and
of
the
shareholders
of
Lancaster.
The
spin-off
transaction
will
not
affect
the
shareholdings
of
Lancaster
common
shares
and
there
will
be
no
change
in
the
corporate
structure
of
Lancaster.
Lancaster
Shareholders
holding
shares
as
of
the
Record
Date
will
receive
shares
in
Nelson
Lake
Copper
Corp.
in
addition
to
shares
held
in
Lancaster
Resources.
Executive
Comments
Penny
White,
President
&
CEO
of
Lancaster
Resources,
stated:
"We
are
thrilled
to
unlock
shareholder
value
through
this
strategic
spin-off,
enabling
Nelson
Lake
to
independently
exploit
its
copper
project
to
its
full
potential."
Lancaster's
Ongoing
Commitment
Lancaster
Resources
remains
committed
to
exploring
and
developing
critical
metals,
including
the
Alkali
Flat
Lithium
Brine
Project
in
New
Mexico
and
the
Trans-Taiga
Lithium
Property
in
Quebec.
The
spin-off
transaction
will
be
a
"related
party
transaction"
within
the
meaning
of
Multilateral
Instrument
61-101
Protection
of
Minority
Security
Holders
in
Special
Transactions
("
MI
61-101
").
The
transaction
will
be
exempt
from
the
formal
valuation
and
minority
shareholder
approval
requirements
of
MI
61-101
as
the
fair
market
value
of
the
transaction
will
not
exceed
25%
of
Lancaster’s
market
capitalization.
About
Lancaster
Resources
Inc.
Lancaster
Resources
(CSE:LCR
|
OTCQB:LANRF
|
FRA:6UF0)
is
engaged
in
exploring
battery
and
critical
metals
to
take
advantage
of
the
global
shift
towards
decarbonization
and
electrification.
Lancaster
has
rights
to
acquire
100%
of
the
Alkali
Flat
Lithium
Brine
Project,
near
Lordsburg,
New
Mexico,
USA,
a
set
of
claims
approximately
5,200
acres
(8.1
square
miles)
in
size
that
Lancaster
is
exploring
for
concentrated
sub-surface
lithium
brine
deposits.
Lancaster’s
vision
is
to
produce
Net
Zero
Lithium
using
direct
lithium
extraction
technology
powered
by
solar
or
geothermal
energy.
Lancaster
holds
the
rights
to
a
100%
interest
in
the
Trans-Taiga
Lithium
Property
located
within
the
James
Bay
lithium
district
of
Quebec
and
lying
on
the
same
geological
trend
as
significant
lithium
discoveries,
including
Patriot
Metals’
Corvette
Property.
Similarities
of
the
Trans-Taiga
Lithium
Project
to
the
Corvette
Property
do
not
guarantee
exploration
success
at
the
Trans-Taiga
Lithium
Project.
Lancaster’s
wholly
owned
subsidiary
Nelson
Lake
Copper
Corp.,
owns
the
Nelson
Lake
Copper
property
in
Saskatchewan,
Canada.
Guiding
Lancaster
Resources'
journey
is
a
skilled
management
and
technical
team
with
collective
involvement
in
over
15
commercial
mineral
discoveries
and
endowed
with
extensive
experience
in
the
creation
of
lithium
brine
targets
and
the
exploration
and
development
of
Lithium
projects
across
Canada,
the
American
West,
Mexico,
and
South
America.
Penny
White,
President
&
Chief
Executive
Officer
Lancaster
Resources
Inc.
Email:
Tel:
604
923
6100
Website:
www.lancaster-resources.com
Cautionary
Statement
Regarding
Forward-Looking
Statements
Certain
statements
contained
in
this
press
release
constitute
forward-looking
information.
These
statements
relate
to
future
events
or
Lancaster’s
future
performance.
The
use
of
any
of
the
words
“could,”
“expect,”
“believe,”
“will,”
“projected,”
“estimated,”
and
similar
expressions
and
statements
relating
to
matters
that
are
not
historical
facts
are
intended
to
identify
forward-looking
information
and
are
based
on
Lancaster’s
current
belief
or
assumptions
as
to
the
outcome
and
timing
of
such
future
events.
Actual
future
results
may
differ
materially.
In
particular,
the
ability
of
Lancaster
to
execute
its
exploration
plans,
obtain
exploration
and
drilling
permits,
raise
capital,
retain
key
personnel,
identify,
acquire,
explore,
and
develop
high-quality
mineral-rich
properties,
and
integrate
sustainable
energy
sources
and
innovative
technologies
for
climate-positive
resource
production
constitute
forward-looking
information.
Actual
results
and
developments
may
differ
materially
from
those
contemplated
by
forward-looking
information.
Readers
are
cautioned
not
to
place
undue
reliance
on
forward-looking
information.
The
statements
made
in
this
press
release
are
made
as
of
the
date
hereof.
Lancaster
disclaims
any
intention
or
obligation
to
publicly
update
or
revise
any
forward-looking
information,
whether
as
a
result
of
new
information,
future
events,
or
otherwise,
except
as
may
be
expressly
required
by
applicable
securities
laws.
The
Canadian
Securities
Exchange
has
not
reviewed,
approved
or
disapproved
the
contents
of
this
news
release.