NeonMind Advances Lancaster Lithium RTO through Definitive Merger Agreement
NeonMind Advances Lancaster Lithium RTO through Definitive Merger Agreement
Vancouver, British Columbia - March 23, 2022: NeonMind Biosciences Inc. (CSE: NEON)
(OTC Pink: NMDBF) (FRA:6UF0) (the "Company") is excited to announce, following the
Company’s news release on December 14, 2022, the signing of a definitive merger
agreement (the "Merger Agreement") on March 21, 2023 for a reverse merger transaction
(the "Transaction") with Lancaster Lithium Inc. ("Lancaster"). The Merger Agreement
involves the Company, Lancaster, and 1405306 B.C. Ltd., a wholly -owned subsidiary of
the Company that was incorporated for the purpose of the Transaction ("Subco").
After obtaining all necessary approvals, the Transaction will be completed via a three -
cornered amalgamation between the Company, Lancaster, and Subco. In this process,
the Company will acquire 100% of the issued and outstanding Lancaster common shares
in exchange for common shares of the Company on a 1:1 basis. The outstanding
warrants and options of Lancaster will be exchanged into warrants and options of the
Company on an identical basis. Upon closing the Transaction, the company resulting
from the amalgamation of Lancaster and Subco will become a wholly- owned subsidiary
of the Company, and the Company will change its name to Lancaster Lithium Inc . and
continue to advance the Lancaster exploration and development strategy.
The closing of the Transaction is contingent upon several conditions, including approval
from a special majority of Lancaster shareholders and approval from the Canadian
Securities Exchange (the “Exchange”). The Transaction is expected to constitute a
fundamental change under Policy 8 of the Exchange.
Lancaster is expected to have no more than 40,086,146 shares issued and outstanding
immediately prior to the closing of the Transaction. A special meeting of Lancaster's
shareholders has been scheduled for April 4, 2023, to a pprove the amalgamation of
Lancaster and Subco in connection with the Transaction. Comprehensive information
about the Transaction and the resulting issuer, including details on share structure,
management, and its exploration and development plan, will be provided in the
Company's listing statement prepared in accordance with Form 2A of the Exchange,
which will be filed on SEDAR prior to the closing of the Transaction. A technical report on
Lancaster’s Alkali Flat Lithium Property has been prepared by Dr. Mark Fedikow, P.Geo,
C.P.G., in compliance with National Instrument 43-101 Standards of Disclosure for Mineral
Projects. The Company plans to submit both the technical report and draft listing
statement to the Exchange for review within the next week.
The Company’s stock is expected to remain halted until after the approval of the
Exchange and the closing of the Transaction. At the closing of the Transaction, the
Company’s common shares will be relisted and begin trading under a new symbol.
About Lancaster Lithium Inc.
Lancaster Lithium is committed to driving the transition to a low -carbon economy by
identifying, evaluating, acquiring, exploring, and sustainably developing lithium -rich
properties. Its flagship project, the Alkali Flat Lithium Project, in southwestern New
Mexico, USA, focuses on lithium exploration with the goal to produce Climate Positive
Lithium using sustainable mining operations powered by renewable energy sources and
Direct Lithium Extraction (DLE) technology. DLE offers a more sustainable and efficient
method of extracting lithium from brine, catering to the rapidly growing electric vehicle
and renewable energy markets. Lancaster Lithium aims to create a competitive
advantage by prioritizing DLE technology, renewable energy sources, and other climate-
positive processes, ultimately striving to become a leading player in meeting the
increasing demand for lithium while promoting a sustainable future.
About NeonMind Biosciences Inc.
NeonMind has been engaged in drug development of psychedelic compounds with two
lead psilocybin-based drug candidates targeting obesity.
Rob Tessarolo, President & Chief Executive Officer, NeonMind Biosciences Inc.
Tel: 705-710-6366
The Canadian Securities Exchange has not reviewed, approved or disapproved the contents
of this news release.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute forward -looking information.
These statements relate to future events or the Company’s future performance, including
the closing of the Transaction, and the re- listing of the Company’s common shares on the
Exchange. 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
NeonMind’s current belief or assumptions as to the outcome and timing of such future
events. Actual future results may differ materially. In particular, NeonMind’s drug
development plans, its ability to retain key personnel, and its expectation as to the
development of its intellectual property and other steps in its preclinical and clinical drug
development constitute forward-looking information. Actual results and developments may
differ materially from those contemplated by forward -looking information. Readers are
cautioned not to place u ndue reliance on forward -looking information. The statements
made in this press release are made as of the date hereof. NeonMind 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.