Madi Minerals Sign Amalgamation Agreement with Casey Jones Lithium
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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
MADI MINERALS LTD.
#1240 – 789 W. Pender Street
Vancouver, British Columbia
V6C 1H2
MADI MINERALS SIGN AMALGAMATION AGREEMENT WITH CASEY JONES LITHIUM
Vancouver, British Columbia, <@>, 2022: Madi Minerals Ltd. (the "Company" or "Madi") (CSE:
MADI) is pleased to announce that it has entered into an amalgamation agreement (the
“Amalgamation Agreement”) with Casey Jones Lithium Inc. (“Casey”) and 1000256194 Ontario
Ltd. (“Subco”), a wholly owned subsidiary of Madi incorporated solely for the purposes of the
transaction, in order to acquire all of the issued and outstanding shares of Casey (the
“Transaction”). Upon completion of the Trans action, Madi will, through Casey, be the sole
beneficial owner of the Morrison River Property, a mineral exploration property located in the
western portion of Ontario (the “Morrison River Property”).
Transaction Summary
The Transaction is structured as a three -cornered amalgamation under the Business
Corporations Act (Ontario) (“OBCA”), pursuant to which Subco will amalgamate with Casey and
continue as one corporation under the OBCA (“ Amalco”), with the result that Amalco will be the
wholly-owned subsid iary of Madi. Each holder of common shares in Casey (each a “ Casey
Shareholder”), other than Casey Shareholders exercise Dissent Rights (as defined in the
Amalgamation Agreement) will receive their Pro Rata S hare (as defined in the Amalgamation
Agreement) of shares in the capital of Madi (the “ Madi Shares”), issued pursuant to the terms
and conditions of the Amalgamation Agreement. Following the Transaction, it is expected that
Casey Shareholders will own approximately 45.5% of the issued and outstanding shares of Madi.
An aggregate total of 12 million Madi Shares will be issued. The Madi Shares will be subject to
transfer restrictions and 75% of Casey Shareholders who receive Madi Shares will execute voting
support agreements, both restrictions and agreements lasting for a period of 4 months (with
respect to 1/3 of the Madi Shares) and 8 months (with respect to another 1/3 of the Madi Shares)
commencing from closing . Upon completion of the Transaction, it is expe cted that the board of
directors of Madi will remain in place.
Conditions and Timing
The Transaction is currently expected to close shortly and is subject to a number of closing
conditions set forth in the Amalgamation Agreement, including but not limited to the: (i)
satisfactory completion of due diligence investigations by each of Madi and Casey; (ii) approval
of the shareholders of Casey; and (iii) receipt of all requisite regulatory and third party approvals,
together with other standard closing conditions. The Transaction cannot close until all conditions
are satisfied or waived. There can be no assurance that the Transaction will be completed on the
terms proposed in the Amalgamation Agreement or at all.
Morrison River Property
Pursuant to a purchase and sale agreement dated June 25, 2021 (the “ Morrison Agreement”)
between Casey and certain owners of the property (the “ Sellers”) as described in the Morrison
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Agreement. Casey owns a 100% beneficial interest in the Morrison River Property free and clear
of any title defect or lien. The Morrison River Property is comprised of 174 unpatented single cell
mining claims located in the Morrison River Area in the Red Lake Mining Division of Ontario
About Madi Minerals Ltd.
Madi Minerals Ltd. is engaged in the business of mineral exploration and the acquisition of mineral
property assets in Canada. Its objective is to locate and develop economic precious and base
metal properties of merit and to conduct its exploration on the Georgina Project. The Georg ina
Property consists of 1 mineral claim covering an area of 2,069 ha approximately 20 km south of
the coastal town of Sayward; 105 km north of Campbell River on Vancouver Island, within the
Nanaimo Mining Division.
For more information, please refer to the Company's prospectus dated March 18, 2022, available
on SEDAR (www.sedar.com).
On Behalf of the Board of Directors
Mike England
Chief Executive Officer and Director
Phone #604-307-4776
Email: [email protected]
Cautionary Note Regarding Forwarding-Looking Information
This press release contains statements that constitute "forward -looking information" ("forward -
looking information") within the meaning of the applicable Canadian securities legislation ,
concerning the proposed Transaction. All statements, other than statements of historical fact, are
forward-looking information and are based on expectations, estimates and projections as at the
date of this news release. Any statement that discusses predictions, expectations, beliefs, plans,
projections, objectives, assumptions, future events or performance (often but not always using
phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not
anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or
variations of such words and phrases or stating that certain actions, events or results "may" or
"could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical
fact and may be forward -looking informatio n. In disclosing the forward -looking information
contained in this press release, Madi has made certain assumptions, including with respect to: (i)
the completion of the Transaction ; (ii) the percentage ownership of the issued and outstanding
shares of Madi by Casey Shareholders; and (iii) that all applicable shareholder approvals for the
Transaction will be received. By their nature, forward -looking statements are based on
assumptions and subject to inherent risks and uncertainties. There is a risk that th e Transaction
may be delayed, cancelled, suspended, or terminated. This could cause future results to differ
materially from the forward -looking statements made in this news release . Accordingly, readers
should not place undue reliance on the forward -looking information contained in this press
release. Except as required by law, Madi disclaims any intention and assumes no obligation to
update or revise any forward -looking information to reflect actual results, whether as a result of
new information, future events, changes in assumptions, changes in factors affecting such
forward-looking information or otherwise.
Neither the Canadian Stock Exchange nor its Regulation Services Provider accepts responsibility
for the adequacy or accuracy of this news release