Spirit Banner Capital Corp. and Ion Energy Ltd. Enter into Letter of Intent to Complete Qualifying Transaction
Spirit Banner Capital Corp. and Ion Energy Ltd. Enter into Letter of Intent to Complete
Qualifying Transaction
TORONTO, March 4, 2019 – Spirit Banner Capital Corp (TSX.V:SBCC.P) (“Spirit Banner” or the
“Corporation”) and Ion Energy Ltd. (“ Ion Energy”) are pleased to announce that they have
entered into a binding letter of intent dated February 27, 2019 which outlines the terms and
conditions pursuant to which Spirit Banner and Ion Energy will complete a transaction that will
result in the reverse takeover of Spirit Banner by Ion Energy (the “Proposed Transaction”). The
Proposed Transaction will, if completed, constitute Spirit Banner’s “Qualifying Transaction” as
such term is defined in Policy 2.4 (“Policy 2.4”) of the TSX Venture Exchange (the “TSXV”).
Ion Energy Ltd.
Ion Energy is a private company incorporated under the Business Corporations Act (Ontario) on
August 3, 2017, and has been engaged in the business of seeking and identifying lithium assets
in Asia since incorporation.
Ion Energy LLC, company incorporated in Mongolia and a wholly owned subsidiary of Ion Energy,
is the owner of a lithium exploration license (the “ License”) to e xplore an area approximately
81,758 hectares in size containing lithium brine and sp odumene targets (the “ Baavhai-Uul
Project”). Limited work by the Mongolian University of Science and Technology has indicated
lithium content in brines of up to 810ppm Li for brine and lake sediment samples on the Baavhai-
Uul Project.
Financial information with respect to Ion Energy will be disclosed in a subsequent news release.
Spirit Banner Capital Corp.
Spirit Banner was incorporated under the Business Corporations Act (Alberta) on June 5, 2017
and is a Capital Pool Company (as defined in the policies of the TSXV) listed on the TSXV. Spirit
Banner has no commercial operations and no assets other than cash.
The principal business of Spirit Banner is to identify and evaluate businesses and assets with a
view to completing a Qualifying Transaction, and, once identified and evaluated, to negotiate an
acquisition or participation in such assets or businesses. Until the completion of the Proposed
Transaction, Spirit Banner will not carry on business other than the identification and evaluation
of assets or businesses in connecti on with a potential Qualifying Transaction. The Proposed
Transaction is intended to be Spirit Banner’s Qualifying Transaction.
Baavhai-Uul Project (81758.9 ha)
The Baavhai-Uul Project is located in Sukhbaatar province, southeastern Mongolia, 200
kilometers south from the town of Baruun urt in the province Sukhbaatar of and approximately 30
km Southeast from Ongon sum and covers an area of approximately 81,758 hectares in size.
Recent sampling work done by geoscientists from the Technical University of Mongolia in dry lake
areas of the Baavhai-Uul Project indicated an average of 462.64 ppm Li. The sampling consisted
of 2 pits d rilled by hand auger in the lake bottom and collected in 20 cm intervals. The lithium
samples were sent to and assayed by the independent certified assay lab Khanlab LLC located
in Ulaanbaatar, Mongolia. Khanlab LLC is a certified assay lab pursuant to the ILAC Mutual
Recognition Arrangement (IILAC MRA).
License Package and Sampling Results
Figure 1: License Package and Sampling Results
Location of the Baavhai-Uul Project
Figure 2: Property Location
Certain approvals and permits will be required to be obtained prior to the Corporation commencing
exploration activities on the Baavhai-Uul Project, the details of which will be disclosed in a future
press release and fully described in a NI 43-101 technical report on the Baavhai-Uul Project to be
completed in connection with the Proposed Transaction.
The Qualifying Transaction
The Proposed Transaction is expected to be structured as a three -cornered amalgamation,
whereby a wholly -owned subsidiary of Spirit Banner will amalgamate with Ion Energy (the
"Amalgamation") to form a newly amalgamated corporation (" Amalco"). Pursuant to the
Amalgamation, it is anticipated holders of common shares of Ion Energy ("Ion Energy Shares")
will receive Spirit Banner common shares (“New Spirit Banner Common Shares”) in exchange
for their Ion Energy Shares held immediately prior to the Amalgamation and after completion of
the Concurrent Financing (as defined hereinafter). As of the date hereof, the number of New Spirit
Banner Common Shares to be issued to shareholders of Ion Energy remains subject to the final
valuation of Ion Energy, which is expe cted to be based on the Concurrent Financing (as defined
hereinafter) to be undertaken by Ion Energy concurrently with the Proposed Transaction. The parties
have agreed on the valuation of Spirit Banner for the purposes of the Proposed Transaction and the
ownership ratio for the respective shareholders of the Corporation and Ion Energy upon closing of the
Proposed Transaction will be subject to the final valuation of Ion Energy. The Amalgamation will result
in Spirit Banner acquiring all of the issued and outstanding securities of Ion Energy in
consideration for the issuance of New Spirit Banner Common Share to holders of Ion Energy
Shares.
As of the date of this news release, the outstanding securities of Spirit Banner consists of
19,030,780 common shares, 1,903,078 stock options and 1,000,000 broker warrants, with each
stock option and broker warrant exercisable to acquire one common share at $0.10 per common
share.
In order to obtain working capital for the Proposed Transaction, Ion Energy is currently conducting
a non-brokered offering of up to 7,500,000 Ion Energy Shares at a price of $0.10 per Ion Energy
Share for gross proceeds of up to $ 750,000 (the “Initial Financing”). The Corporation and Ion
Energy will issue a press release announcing closing of the Initial Financing which is anticipated
to occur on or about March 19, 2019.
Upon completion of the Proposed Transaction, Spirit Banner will be the parent and sole
shareholder of Amalco and thus will indirectly carry on the business of Ion Energy. As a result,
Spirit Banner intends to change its name to "Ion Energy Ltd." or such other name as is acceptable
to the regulators. It is anticipated that the Proposed Transaction will not be subject to approval of
Spirit Banner shareholders, however, a special meeting of shareholders of the Corporation will be
called for the purpose of changing the name of the Corporation to “Ion Energy Ltd” or such other
name that the board of directors of Ion Energy decides (the “ Name Change”). The Resulting
Issuer is expected to carry on the busin ess of Ion Energy after completion of the Proposed
Transaction.
The Proposed Transaction does not constitute a Non-Arm’s Length Qualifying Transaction under
Policy 2.4 and is not a “related party transaction” as defined in Multilateral Instrument 61 -101,
although certain directors of Spirit Banner are also directors of Ion Energy. Aneel Waraich is a
director of Ion Energy as well as the President, CEO and Corporate Secr etary of Spirit Banner.
Mr. Waraich currently holds 2.6% of the issued and outstanding common shares of Spirit Banner
and 6.9% of the issued and outstanding Ion Energy Shares. Additionally, Bataa Tumur-Ochir is
a director of Ion Energy as well as a direct or of Spirit Banner. Mr. Tumur-Ochir currently holds
4.9% of the issued and outstanding common shares of Spirt Banner and 14.68% of the issued
and outstanding Ion Energy Shares.
Following completion of the Proposed Transaction, it is anticipated that the Resulting Issuer will
be listed on the Exchange as a Tier 2 mining issuer.
Concurrent Financing
Concurrent with the completion of the Proposed Transaction, Ion Energy intends t o complete a
brokered and/or non ‐brokered private placement financing on terms to be determined (the
“Concurrent Financing”). The net proceeds of the Concurrent Financing will be used for
financing Ion Energy’s obligations in connection with the completion of the Proposed Transaction,
a recommended work program on the Baavhai-Uul Project and for general working capital
requirements. Details of the terms and conditions of th e Concurrent Financing will be disclosed
when they become available.
Sponsorship
Spirit Banner intends to make an application to the TSXV for a waiver from sponsorship
requirements, but there is no assurance that such waiver will be granted.
Information Circular
In connection with the Proposed Transaction and pursuant to the requirements of the TSXV, Spirit
Banner will file a filing statement or a management information circular on its issuer profile on
SEDAR (www.sedar.com), which will conta in details regarding the Proposed Transaction ,
Amalgamation, Concurrent Financing, Spirit Banner, Ion Energy and the Resulting Issuer.
Trading in Spirit Banner Common Shares
Trading in Spirit Banner common shares has been halted in compliance with the policies of the
TSXV and will remain halted pending the review of the Proposed Transaction by the TSXV and
satisfaction of the conditions of the TSXV for resumption of trading. It is likely that trading in Spirit
Banner common shares will not resume prior to the closing of the Proposed Transaction.
Conditions of Closing of the Qualifying Transaction
Satisfaction of the following conditions are required for completion of the Proposed Transaction:
a) Spirit Banner must be satisfied in its sole discretion, with its due diligence review of Ion
Energy, including the title, nature and value of the Licenses and the nature and extent of
Ion Energy’s financial position, liabilities and obligations;
b) Ion Energ y must have delivered to Spirit Banner an independent geological report in
accordance with National Instrument 43 -101 – Standards of Disclosure for Mineral
Projects;
c) The Proposed Transaction must receive any third party consents and approvals by all
regulatory bodies having jurisdiction in connection therewith including, the TSXV;
d) The Concurrent Financing must be completed; and
e) Spirit Banner shall have received shareholder approval for the Name Change.
Directors and Management of the Resulting Issuer
Subject to applicable approvals, it is anticipated that the directors of the Resulting Issuer will be
Mathew Wood, Ali Haji, Aneel Waraich, and Bataa Tumur-Ochir. Management of the resulting
issuer will include Ali Haji as Chief Executive Officer and a Chief Financial Officer to be determined
at a later date . Biographies for the officers and directors of the Resulting Issuer are described
below.
Ali Haji – Chief Executive Officer and Director
Mr. Haji has extensive knowledge of the financial services sector after having spent over 11 years
in the asset management industry performing strategic and process improvement roles. He
started his career as a technology analyst at Invesco Ltd. in 2006 and advanced into various roles
including technology risk, controls, program management, and process improvement with
international assignments involving mergers and acquisitions in Hong Kong, U.S.A and Australia.
Most recently, he was also a principal contributor to the creation of a Center of Excellence in
London, England for Invesco Ltd.
Mr. Haji currently serves as an advisor to ATMA Capital Markets Ltd . and ATMACORP Ltd., a
merchant bank providing advisory services to public companies such as Steppe Gold Ltd . and
Five Star Diamonds Ltd., in addition to multiple private companies in the mining space.
Mr. Haji currently serves on the board of Antler Hill Mining Ltd . (TSXV: AHM.H) and is the CEO
of Spirit Banner II Capital Corp. (TSXV: SBTC.P)
Mr. Haji attended The University of Western Ontario and holds a BSc in Computer Science.
Matthew Wood – Chairman of the Board
Mr. Wood is a mineral resource explorer and developer with over 25 years of global industry
experience in mining and commodities investments.
Mr. Wood has managed investment deals in diamonds, coal, energy, ferrous metals, base and
precious metals, and other comm odities. His skills in technical and economic evaluation of
resource opportunities have resulted in an established record of developing resource deals from
early stage, to market listings and exit strategies for his investors.
Mr. Wood is CEO and co -founder of Steppe Gold Ltd. (TSX: STGO), a listed near -term gold
producer in Mongolia. He was formally the founder and executive Chairman of Mongolian coal
company, Hunnu Coal Limited. Hunnu Coal was IPO of the year for all sectors on the ASX in
2010, and its sale for approximately A$500M in 2011 to Banpu PCL was recognized as the Mines
and Money 2012 Deal of the Year. Mr. Wood has founded and been involved in many other
resource companies and investments through the years.
Mr. Wood has an Honours Degree in Ge ology from the University of New South Wales and a
Graduate Certificate in Mineral Economics from the Western Australian School of Mines.
Aneel Waraich – Director
Mr. Waraich is the President, Chief Executive Officer and a director of Spirit Banner. Mr. Waraich
is also Vice -President and co -founder of Steppe Gold Ltd., a listed near -term gold producer in
Mongolia, founder of ATMA Capital Markets Ltd. and ATMACORP Ltd. and a financial services
professional with experience in both the asset management and corporate finance businesses.
Mr. Waraich focuses primarily on advising public and private companies in the Natural Resources
sector. In previous roles at Goodman and Company Investment Counsel and Dundee Capital
Markets he worked as an analyst valuing pri vate companies. Most recently Mr. Waraich worked
as an investment banker focusing on deal origination, going -public transactions and financings
for both public and private companies in the resource and technology sectors.
Mr. Waraich completed his MBA from the Goodman Institute of Investment Management at the
John Molson School of Business.
Bataa Tumur-Ochir – Director
Mr. Tumur-Ochir is a director of Spirit Banner as well as a director and Vice-President (Mongolia)
of Steppe Gold Ltd. Mr. Tumur -Ochir is a Mongolian citizen and will be responsible for new
business acquisitions, development and government and community relations. Mr. Tumur-Ochir
will be responsible for daily operations in Mongolia. Mr. Tumur-Ochir is currently executive director
of ASX listed Wolf Petroleum.
Mr. Tumur -Ochir has relationships at all levels of government in Mongolia and was recently
appointed independent advisor to the Ministry of Mining and Heavy Industry responsible for
foreign investment and promotion.
Mr. Tumur-Ochir holds a bachelor’s degree in business administration and graduate certificates
in international business and marketing from Australia and Singapore.
Qualified Person
Mr. Enkhtuvshin Khishigsuren, Certified Professional Geologist from AIPG , certification number
CPG-11964 and independent of Spirt Banner has reviewed and approved the technical
information contained in this news release.
For further information, contact:
Spirit Banner Capital Corp.
Aneel Waraich, CEO
+1.647.998.4149
Ion Energy Ltd.
Ali Haji, CEO
+1.647.951.6508
Information set forth in this news release contains forward‐looking statements. These statements
reflect management’s current estimates, beliefs, intentions a nd expectations; they are not
guarantees of future performance. Spirit Banner cautions that all forward looking statements are
inherently uncertain and that actual performance may be affected by a number of material factors,
many of which are beyond Spirit Banner’s control. Such factors include, among other things: risks
and uncertainties relating to Spirit Banner’s ability to complete the proposed Qualifying
Transaction, including those described in Spirit Banner’s Prospectus dated December 12, 2017,
available on the Corporation’s SEDAR profile at www.sedar.com. Accordingly, actual and future
events, conditions and results may differ materially from the estimates, beliefs, intentions and
expectations expressed or implied in the forward ‐looking information. Except as required under
applicable securities legislation, Spirit Banner undertakes no obligation to publicly update or
revise forward‐looking information.
Completion of the transaction is subject to a number of conditions, including but not limited to,
Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the
minority shareholder approval. Where applicable, the transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that the transaction will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing
statement to be prepared in connection with the transaction, any information released or received
with respect to the transaction may not be accurate or comp lete and should not be relied upon.
Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed
transaction and has neither approved nor disapproved the contents of this press release. A halt
in trading shall remain in place until after the Qualifying Transaction is completed or such time
that acceptable documentation is filed with the TSX Venture Exchange.
The information contained in this press release relating to Ion Energy and the Baavhai-Uul Project
has been furnished by Ion Energy. Although Spirit Banner has no knowledge that would indicate
that any statements contained herein concerning Ion Energy and the projects are untrue or
incomplete, neither Spirit Banner nor any of its directors or officers assumes any responsibility for
the accuracy or completeness of such information or for any failure by Ion Energy to ensure
disclosure of events or facts that may have occurred which may affect the significance or accuracy
of any such information.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS
THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.