OWLI Applies for Management Cease Trade Order
FORM 51-102F3 MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
One World Lithium Inc. (formally One World Minerals Inc.) (the “Company”)
Suite 618-800 West Pender Street Vancouver, BC V6E 2V6
Item 2 Date of Material Change
June 15, 2020
Item 3 News Release
The news release was disseminated on June 15, 2020 through TheNewswire.
Item 4 Summary of Material Change
The Company announced that it it has made an application to the British Columbia Securities Commission to approve a temporary management cease trade order (“MCTO”) under National Policy 12-203 – Management Cease Trade Orders (“NP 12-203”), which, if granted, will prohibit trading in securities of the Company by certain insiders of the Company, whether direct or indirect. The Company is seeking the MCTO as it is unable to file it Annual Required Filings (as defined below) within the extended deadline for filing the same under British Columbia Instrument 51-515 - Temporary Exemption from Certain Corporate Finance Requirements (“BCI 51-515”).
As previously announced by the Company on April 23, 2020 and May 29, 2020, due to circumstances arising due to the COVID-19 pandemic, the Company was unable to complete the filing of its Annual Required Filings in a timely manner as required under National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”). The Company relied upon exemptive relief (including BCI 51-515) granted by the Canadian Securities Administrators and other securities regulators on March 18, 2020 (collectively, the “Blanket Relief”), which provides temporary relief to reporting issuers from certain requirements of NI 51-102, including the requirement of the Company to file and deliver its annual consolidated financial statements and accompanying management’s discussion and analysis and related CEO and CFO certifications for the year ended December 31, 2019 (collectively, the “Annual Required Filings”), by April 29, 2020 , which was the filing deadline otherwise applicable under NI 51-102.
Based on the Company’s reliance on the Blanket Relief, the filing deadline applicable to the Annual Required Filings is June 15, 2020 (the “Annual Filing Deadline”). However, due to the ongoing circumstances of the COVID-19 pandemic, the Company is also unable to file the Annual Required Filings before the Annual Filing Deadline. Notwithstanding the foregoing, the Company remains confident in its ability to complete the required filings but requires additional time to do so and has therefore applied for an MCTO.
The Company anticipates that it will be a position to remedy the default by filing the Annual Required Filings on or before July 15, 2020. The MCTO will be in effect until the Annual Required Filings are filed.
The Company intends to satisfy the provisions of the alternative information guidelines set out in Sections 9 and 10 of NP 12-203 so long as the Annual Required Filings are outstanding.
The Company confirms that there have been no undisclosed material business developments since November 28, 2019, the date of filing of the Company’s third quarter interim financial statements for the period ended September 30, 2019.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
See Item 4 above and the attached news release for a full description of the material change.
5.2 Disclosure for Restructuring Transactions
N/A
Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
N/A
Item 7 Omitted Information
None
Item 8 Executive Officer
Douglas Fulcher, CEO - 604.803.5901
Item 9 Date of Report
June 15, 2020