Silver Elephant Provides Update and Schedule on Plan of Arrangement
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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES
Silver Elephant Provides Update and Schedule on Plan of
Arrangement
Vancouver, British Columbia, September 23, 2021 – Silver Elephant Mining Corp. (“Silver
Elephant” or the “Company”) (TSX: ELEF, OTCQX:SILEF, Frankfurt:1P2N) is pleased to
provide the following update further to its news r elease dated August 26, 2021 with respect to
the C ompany’s proposed plan of arrangement (the “Arrangement”) to spin-out its Manitoba
based Minago N ickel project (“ Minago”), its Nevada based Gibellini Vanadium project
(“Gibellini”), and Battery Metals Royalties into Flying Nickel Mining Corp. ( “Flying Ni ckel”),
Nevada Vanadium Mining Co rp. ( “Nevada Vanadium ”), and B attery Metals Royalties Corp.
(“Battery Royalties”, and together with Flying Nickel and Nevada Vanadium, the “SpinCos”).
Further to the news release of the Company dated September 6, 2021, assuming the f ull
completion of proposed previously announced private placement of common share s of the
Company for agg regate gross proceeds of up to $ 3,300,000 and that no further securities of
Silver Elephant are issued p rior to the record date of the Arrangem ent ( the “Record Date”),
which is presently expected to be in December, 2021, Silver Elephant will have approximately
235 million common shares and 32 million warrants and options issued and outstanding on the
Record Date.
Subject to applicable laws, the policies of and approval by the Toronto Stock Exchange (the
“TSX”), the receipt of shareholder approval and court approval, and satisfaction of other closing
conditions, it is presently expected that, pursuant to the Arrangement:
1. each Silver Elephant share outstanding on the Record Date, will be consolidated on the
basis of one post -consolidation common s hare (“ELEF S hare”) for every ten pre -
consolidation shares of Silver Elephant (the “Consolidation”); and
2. each Silver Elephant s hareholder (“Shareholder”) will receive: one share of each of
Flying Nickel and Nevada Vanadium for every post-Consolidation ELEF Share by such
Shareholder on the Record Date; and two shares of Battery Royalties for every post-
Consolidation ELEF Share held by such Shareholder on the Record Date.
Accordingly, upon completion of the Arrangement (including the C onsolidation), there will be
approximately:
a. 23,500,000 ELEF Shares and 3,200,000 warrants and options of Silver Elephant issued
and outstanding;
b. 50,000,000 common shares in the capital of Flying Nickel issu ed and ou tstanding
(“Flying Nickel Shares”);
c. 50,000,000 common shares in the capital of Nevada Vanadium issued and outstanding
(“Nevada Vanadium Shares”); and
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d. 80,000,000 common shares in the capital of Battery Royalties issued and ou tstanding
(“Battery Royalties Shares”);
Silver Elephant securityholders (common share, option, and warrant) on the Record Date,
assuming exercise of all warrants and options of Sil ver Elephant will collectively directly hold
approximately:
a. 26,700,000 Flying Nickel Shares representing approximately 53.4% of the Flying Nickel
Shares issued and outstanding;
b. 26,700,000 Nevada Vanadium Shares representing approximately 53.4% of the Nevada
Vanadium Shares issued and outstanding; and
c. 53,400,000 Battery Royalties Shares representing approximately 66.8% of the Battery
Royalties Shares issued and outstanding.
Any remaining Flying Nic kel Shares, and Nevada Vana dium Shares held directly by Silver
Elephant (upon completion of the prior distribution to S hareholders and reservation of Flyi ng
Nickel and Nevada Vanadium Shares for di stribution upon exercise of warrants and options of
Silver Elephant) will be transferred to Battery Royalties as part of the Arrangement.
Upon completion of the Arrangement, it is currently expected that the C ompany and each
SpinCo will focus on its corresponding core business with:
1. Silver Elephant holding a 100% interest in its Pulacayo silver and El Triunfo gold -silver
projects in Bolivia, and approximately 26,600,000 (representing 33.2% of) Battery
Royalties Shares as a long-term investment;
2. Nevada Vanadium, holding a 100% interest in its Gibellini vanadium project in Nevada;
3. Flying Nickel, holding a 100% interest in its Minago nickel project at Thompson nickel
belt in Manitoba; and
4. Battery Royalties, holding 2% royalties of each of the assets referenced above and,
approximately 23,300,000 (representing 46.6% of) Flying Nickel Shares and 23,300,000
(representing 46.6% of) Nevada Vanadium Shares as a long-term investment.
While the foregoing has been prepared on the basis that no additional securities of each SpinCo
will be issued, it is presently expected that each SpinCo will complete a financi ng in connection
with the Arrange ment to provide for working capita l and other corporate purposes. Further
details on SpinCo financings will be provided when available.
John Lee, Chairman of Silver Elephant states that “After the spinout, green energy institutional
fund managers, precious metals fund managers , and royalty focuse d investors will be able to
buy nickel, vanadium, silver, or royalty company shares of their choice from our plan. We also
aim to l ist Flying Nickel, Nevada Van adium, and Battery Royalties on the TSX -Venture
Exchange to facilitate trading liquidity and support future business expansion.”
There can be no assurance that the Arrangement will be completed on the terms described
herein or at all or that any of the S pinCos will be listed on any stock exchange. C ompletion of
the Arran gement is subject to applicable laws, the policies of and approval by the TSX, the
receipt of shareholder approval and court approval, and satisfaction of other closing conditions.
Subject to applicable laws, the policies of and approval by the TSX and the receipt of court
approval, the Company presently expects to call a Shareholder meeting (“Meeting”) to be held
in ea rly-to-mid December, 2021 to approve the Arra ngement. Further details regarding the
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Arrangement will be contained in an informat ion circular of the Company to be mailed to
Shareholders in early November.
About Silver Elephant
Silver Elephant Mining Corp. is a premier mining and exploration company in silver, nickel, and
vanadium.
Further information on Silver Elephant can be found at www.silverelef.com.
SILVER ELEPHANT MINING CORP.
ON BEHALF OF THE BOARD
“John Lee”
Executive Chairman
For more information about Silver Elephant, please contact Investor Relations:
+1.604.569.3661 ext. 101
[email protected] www.silverelef.com
Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy
or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this news release, including statements w hich may contain
words such as “expects”, “anticipates”, “intends”, “plans”, “believ es”, “estimates”, or similar
expressions, and statements related to matters which are not historical facts are forward-looking
information within the meaning of applicable securities laws. These forward‐looking statements,
may involve, but are not limited to, statements wit h respect to future events or future
performance, the completion and structure of the Arrangement, anticipated shareholder, court
and regulatory approvals, the realization of the antic ipated benefits deriving by any entity from
the Arrangement or from the Company’s or in relation to any SpinCo’s assets or investments,
the general performance of the assets of the Company and any SpinCo, and the results of
exploration, development and production activities as well as expansions projects relating to the
properties of the Company and/or any SpinCo and/or in which the Company and/or any SpinCo
will hold a royalty, stream or other interest. Such forward -looking statements, which reflect
management’s expectations regarding the Company’s future growth, results of operations,
performance, and business prospects and opportunities, are based on certain factors and
assumptions, including, without limitation, management’s perceptions of historical tre nds;
current conditions; expected future developments; the ongoing operation of the properties of the
Company and/or any SpinCo and/or in which the Company and/or any SpinCo will hold a
royalty, stream or other interest by the operators of such properties in a manner consistent with
past practice; the accuracy of public statements and disclo sures made by the operators of such
underlying properties; no material adverse change in the market price of the commodities that
underlie the asset portfolio; no adverse development in respect of any significant property of the
Company and/or any SpinCo and/or in which the Company and/or any SpinCo will hold a
royalty, stream or other interest; the accuracy of expectations for the development of underlying
properties that are not yet in production; and the absence of any other factors that could cause
actions, events or results to differ from those anticipated, estimated or intended, and involve
known and unknown risks and uncertainties which may cause the actual results, performance,
or achievements to be materially different from future results, performance, or achievements
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expressed or implied by such forward -looking statements. Forward -looking statements are not
guarantees of performance.
These factors should be consid ered carefully, and readers should not place undue reliance on
the Company’s forward -looking statements. The Company belie ves that the expectations
reflected in the forward -looking statements contained in this news release and the documents
incorporated by reference herein are reasonable, but no assurance can be given that these
expectations will prove to be correct. In addit ion, although the Company has attempted to
identify important factors that could cause actual actions, events, or results to differ ma terially
from those described in forward -looking statements, there may be other factors that cause
actions, events, or results not to be as anticipated, estimated, or intended.
For additional information with respect to these and other factors and assumpti ons underlying
the forward ‐looking statements made in this press release, see the section entitled “Risk
Factors” in the most recent Annual Information Form of the Company which is filed with the
Canadian securities commissions and available electronically under the Company’s issue r
profile on SEDAR at www.sedar.com and the Company’s Form 20 -F annual report for the year
ended December 31, 2020 filed with the U.S. Securities and E xchange Commission and
available electronically under the Company’s issuer profile on EDGAR at www.se c.gov. The
forward‐looking statements set forth herein reflect the Company’s expectations as at the date of
this press release and are subject to chang e after such date. The Company undertakes no
obligation to publicly release any future revisions to forward-looking statements to reflect events
or circumstances after the date of this news or to reflect the occurrence of unanticipated events,
except as expressly required by law.
None of the securities to be issued pursuant to the Arrangement have been or will be registered
under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act”), or any
state securities laws, and any securiti es issuable in the transaction are anticipated to be issued
in reliance upon available exemptions from such registration req uirements pursuant to Section
3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This
press release does not constitute an offer to sell or the solicitation of an offer to buy any
securities.