PR- Arrangement Agreement
January
30,
2024
Lancaster
Resources
to
Spin-Off
Nelson
Lake
through
Plan
of
Arrangement
Vancouver,
British
Columbia
-
Lancaster
Resources
Inc.
(CSE:LCR
|
OTCQB:LANRF
|
FRA:6UF0)
(“
Lancaster”
or
the
“
Company
”
)
is
pleased
to
announce
that
further
to
the
Spin-Off
Agreement
announced
on
January
2,
2024,
the
Company
has
entered
into
an
arrangement
agreement
dated
January
29,
2024
(the
“
Arrangement
Agreement
”)
which
outlines
the
terms
and
procedures
for
a
plan
of
arrangement
with
its
wholly
owned
subsidiary
Nelson
Lake
Copper
Corp.
(“
Nelson
Lake
”)
whereby
the
Company
intends
to
spin
off
the
majority
of
its
holdings
in
Nelson
Lake
by
issuing
a
stock
dividend
of
Nelson
Lake
common
shares
to
Lancaster
shareholders.
The
transaction
will
be
carried
out
by
way
of
a
statutory
plan
of
arrangement
(the
“
Spin-Off”
)
pursuant
to
the
Business
Corporations
Act
(British
Columbia).
Through
the
Spin-Off,
shareholders
of
the
Company
will
receive
a
stock
dividend
of
Nelson
Lake
shares
at
a
ratio
of
0.02
Nelson
Lake
Shares
for
every
Lancaster
share
owned
(the
“
Stock
Dividend
”)
as
of
the
record
date
of
February
5,
2024
((the
“
Record
Date”
).
There
will
be
no
change
in
Lancaster
security
holders’
ownership
in
Lancaster
securities
as
a
result
of
the
Spin-Off.
Holders
of
warrants,
options,
or
other
convertible
securities
in
Lancaster
will
not
be
entitled
to
receive
the
Stock
Dividend.
Only
holders
of
common
shares
of
Lancaster
as
of
the
Record
Date
will
be
eligible
to
receive
the
Stock
Dividend.
The
proposed
Spin-Off
will
be
subject
to
the
terms
of
the
Arrangement
Agreement
and
the
approval
of
Lancaster
shareholders
at
an
annual
general
and
special
meeting
of
shareholders
on
March
15,
2024
(the
“
Meeting”
).
The
Spin-Off
will
also
require
the
approval
of
the
British
Columbia
Supreme
Court.
Full
details
of
the
Spin-Off,
Nelson
Lake,
and
the
Nelson
Lake
Copper
Project
will
be
included
in
an
information
circular
which
will
be
distributed
to
Lancaster
shareholders
in
advance
of
the
Meeting.
Following
the
Spin-Off,
Nelson
Lake
will
be
an
unlisted
reporting
issuer
in
British
Columbia,
Alberta,
and
Saskatchewan
and
will
seek
to
raise
financing
and
look
for
potential
merger
or
acquisition
targets
to
strengthen
its
business
and
potentially
seek
a
listing
on
a
stock
exchange.
Immediately
after
the
Spin-Off,
the
Company
will
continue
to
own
approximately
750,000
shares
of
Nelson
Lake,
which
will
be
approximately
43%
of
the
outstanding
shares
of
Nelson
Lake.
Alkali
Flat
Lithium
Brine
Project
The
Alkali
Flat
Lithium
Brine
Project,
being
the
Company’s
main
focus,
has
made
significant
progress
in
identifying
optimal
drilling
locations.
Through
the
meticulous
interpretation
of
magnetotelluric
data,
Lancaster's
experts
have
pinpointed
target
areas
for
drilling,
which
are
expected
to
yield
concentrated
lithium
brines.
These
preliminary
sites
were
chosen
based
on
two
highly
conductive
features
discovered
in
a
magnetotellurics
survey.
The
Company
expects
to
complete
its
first
exploratory
well
in
this
project
this
spring,
with
the
first
test
results
on
lithium
brine
concentration
expected
to
be
available
in
April
2024.
Lancaster
has
been
engaged
in
discussions
with
companies
who
own
various
lithium
extraction
(DLE)
technologies
to
provide
them
with
brine
samples
to
determine
economic
models
for
using
DLE
as
an
extraction
method
at
the
Alkali
Flat
project
in
New
Mexico.
CEO's
Statement:
"We
are
always
looking
for
innovative
ways
to
deliver
value
to
our
shareholders.
The
Spin-Off
aims
to
enhance
shareholder
value,
offering
stakes
in
two
potentially
growing
sectors.
Shareholders
will
retain
all
of
their
Lancaster
Shares
and
receive
a
stock
dividend
consisting
of
Nelson
Lake
Shares,
allowing
shareholders
to
benefit
from
successes
and
value
appreciation
in
both
companies,”
says
Lancaster’s
CEO
and
President
Penny
White.
Plan
of
Arrangement
Details
Pursuant
to
the
Arrangement
Agreement,
the
parties
have
agreed
to
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
1,650,000
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
Transaction's
closing.
Currently,
there
are
100,000
common
shares
outstanding
in
Nelson
Lake
which
were
issued
to
Lancaster
Resources
for
nominal
consideration
as
founders'
shares
on
December
15,
2023.
Besides
issuing
300,000
options
to
its
directors
and
officers,
Nelson
Lake
has
not
issued
any
convertible
securities.
At
the
Meeting,
Lancaster
shareholders
will
be
asked,
among
other
things,
to
consider
and
to
vote
to
approve
a
special
resolution
to
approve
the
plan
of
arrangement
(the
“
Arrangement
Resolution
”).
To
be
effective,
the
Arrangement
Resolution
must
be
approved
by
at
least
two-thirds
of
the
votes
cast
in
respect
of
the
Arrangement
Resolution
by
Lancaster
shareholders
present
in
person
or
represented
by
proxy
at
the
Meeting
on
the
basis
of
one
vote
per
Lancaster
share.
A
shareholder
meeting
to
vote
on
the
Transaction
will
occur
on
March
15,
2024
(the
“
Meeting
”).
The
record
date
to
determine
entitlement
to
receive
Dividend
Shares
and
the
right
to
vote
at
the
Meeting
is
February
5,
2024
(the
“
Record
Date
”).
Holders
of
Lancaster
shares
as
of
February
5,
2024,
will
be
eligible
to
receive
Dividend
Shares
at
a
distribution
ratio
of
one
Dividend
Share
for
every
50
Lancaster
common
shares
held.
The
ex-dividend
date
will
be
on
February
1,
2024,
so
shares
in
Lancaster
purchased
in
the
market
after
the
close
of
trading
on
January
30,
2024
(to
allow
2
days
to
settle
electronic
trades),
will
not
be
eligible
to
receive
Dividend
Shares
or
to
vote
at
the
Meeting.
The
Lancaster
Board
of
Directors
reserves
the
right
to
terminate
the
Arrangement
Agreement
and
withdraw
the
Plan
of
Arrangement
at
any
point,
whether
before
or
after
the
Meeting,
and
regardless
of
whether
the
Final
Order
has
been
granted,
without
requiring
additional
approval
from
the
Lancaster
Shareholders
The
Spin-Off
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.
Completion
of
the
Spin-Off
is
expected
to
occur
on
or
about
March
22,
2024;
however,
it
is
possible
that
completion
may
be
delayed
beyond
this
date
if
the
conditions
to
completion
of
the
Arrangement
cannot
be
met
on
a
timely
basis
Andrew
Watson,
PEng,
a
qualified
person
for
the
purposes
of
National
Instrument
43-101
Standards
of
Disclosure
for
Mineral
Projects,
has
reviewed
and
approved
the
scientific
and
technical
information
contained
in
this
news
release.
Mr.
Watson
is
the
Company’s
VP,
Engineering
and
Operations.
About
Lancaster
Resources
Inc.
Lancaster
Resources
(CSE:LCR
|
OTCQB:LANRF
|
FRA:6UF0)
is
engaged
in
exploring
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
enter
into
an
Arrangement
Agreement
and
meet
the
other
conditions
precedent
of
the
Spin-Off
Agreement,
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.