Lomiko Metals Enters Into Definitive Agreement to Be Acquired by Global Battery Materials
Transaction supports the creation of a high-growth, responsible Canadian-based platform for the development, production and processing of graphite
VANCOUVER, British Columbia–(BUSINESS WIRE)–Lomiko Metals Inc. (TSX-V: LMR, OTC: LMRMF, FSE: DH8C) (“Lomiko” or the “Company”) is pleased to announce that it has entered into an arrangement agreement (the “Arrangement Agreement”) with Global Battery Materials Corp. (the “Purchaser” or “GBM”), pursuant to which the Purchaser will acquire all of the issued and outstanding common shares in the capital of the Company (the “Shares”) for cash consideration of C$0.13per Share (the “Consideration”) by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia), subject to customary closing conditions (the “Transaction”). The Consideration represents a premium of 71% to the 20-day volume weighted average trading price of the Shares on the TSX Venture Exchange (“TSXV”) for the period ending on July 27, 2026, and implies an equity value of approximately C$11,000,000 on a fully-diluted basis.
Concurrently upon entering into the Arrangement Agreement, Lomiko and the Purchaser entered into a senior secured bridge loan facility (the “Loan Facility”) whereby the Purchaser agreed to lend up to C$800,000 (or C$1,200,000, at the Company’s election in certain specified circumstances relating to the Arrangement Agreement) to Lomiko to assist with funding working capital requirements pending closing of the Transaction. The Loan Facility bears interest at a rate of 8.0% per annum, matures no later than eighteen (18) months following the initial advance and is subject to certain acceleration events and other customary terms and conditions.
Global Battery Materials Corp. is a private, Canadian critical mineral and battery technology company building a fully North American battery supply chain from natural graphite through to active anode materials. Its vertically integrated platform is anchored by Canadian natural graphite assets and proprietary anode processing technology, already validated at its pilot plant in South Korea and now positioned to scale in North America. Today, Global Battery Materials Corp. supplies anode materials from its Korean operations and supports industrial applications through the GBM Graphite Lab in Mont Laurier, Quebec, which is already producing purified graphite concentrate samples for qualifying customers across both industrial and battery markets.
The Purchaser is arm’s length to the Company, and the Transaction and the Loan Facility are each “arm’s length transactions” within the meaning of the policies of the TSXV.
Highlights of the Transaction include:
- Lomiko shareholders will receive a cash payment of C$0.13 per Share, representing a premium of 71% to the 20-day volume weighted average trading price of the Shares on the TSXV ending for the period ending on July 27, 2026
- The all-cash Consideration provides shareholders with immediate value and liquidity
- The Board (as defined below), after receiving financial and legal advice, the recommendation of the Special Committee (as defined below) and an independent fairness opinion from Evans & Evans, Inc., has unanimously (with interested directors abstaining from voting) determined that the Transaction is in the best interests of Lomiko and recommends that Securityholders (as defined below) vote in favour of the Transaction
- Securityholders holding an aggregate 14,559,998 Shares (representing approximately 18.19% of the issued and outstanding Shares), including all directors and officers of the Company, support the Transaction and have entered into voting and support agreements with the Purchaser
- Lomiko’s La Loutre Graphite Project, Yellow Fox Property and portfolio of other graphite assets will join GBM’s integrated anode materials platform as a long-term strategic feedstock asset, supporting responsible graphite development in Canada for a North American secure source of supply of qualified battery anode materials
Gordana Slepcev, Chief Executive Officer and Director of Lomiko, stated:
Lomiko is proud of the work we’ve achieved to support our vision of building domestic critical minerals supply chains and producing critical minerals and materials in Québec, Canada, and North America for local energy transition solutions.
”The transaction provides immediate value to our shareholders while placing the La Loutre Graphite Project within an organization that combines Canadian graphite resources with advanced anode processing technology. We look forward to supporting an orderly transition and the continued advancement of the project through its next stages.”
Eric Miller, Chief Executive Officer and Director of Global Battery Materials, stated:
This acquisition marks another decisive step in our strategy to consolidate the fragmented battery supply chain and build a fully integrated graphite platform spanning mine to anode.
”Lomiko brings a portfolio of natural graphite assets that strengthen our North American footprint and deliver the scale to support a rapidly growing anode materials market. Once this transaction is approved, we plan to engage with local rightholders and stakeholders as part of a structured review of the La Loutre Graphite Project to determine next steps. We look forward to diversifying the critical minerals that power our proprietary anode processing technology as we scale production across North America and unlock the full potential of our platform.”
Special Committee and Board Recommendation
A special committee of the board of directors of the Company (the “Board”)comprised solely of independent directors (the “Special Committee”), after receiving financial and legal advice and an independent fairness opinion from Evans & Evans, Inc., unanimously recommended that the Board approve the Transaction and recommend that the holders of Shares and warrants to purchase Shares (together, the “Securityholders”) vote in favour of the Transaction. The Transaction was subsequently unanimously approved by the Board (with interested directors abstaining from voting), which also recommended that Securityholders vote in favour of the Transaction at the Meeting (as defined below).
Transaction Details
Pursuant to the terms of the Arrangement Agreement, the Purchaser will acquire all of the Shares, other than any Shares held by shareholders who validly exercise dissent rights in accordance with the Plan of Arrangement (as defined below), for a purchase price of C$0.13 per Share, payable in cash, by way of a court-approved plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (British Columbia). In addition, in accordance with the Plan of Arrangement, all in-the-money options and in-the-money warrants of the Company will be cancelled in exchange for a cash payment equal to the in-the-money amount of such convertible security, and all restricted share units and deferred share units of the Company will be cancelled in exchange for a cash payment of C$0.13 for each such convertible security.
Closing of the Transaction is subject to Securityholder, court, third-party and regulatory approvals and other closing conditions customary to transactions of this nature and is expected to close in the fourth quarter of 2026.
The Arrangement Agreement contains customary non-solicitation covenants and deal protection provisions, subject to customary “fiduciary out” provisions entitling the Company to respond to superior proposals and “right-to-match” provisions in favour of the Purchaser. If the Arrangement Agreement is terminated in certain circumstances, including where the Company terminates the Arrangement Agreement to enter into an alternative transaction agreement in respect of a superior proposal prior to obtaining Securityholder approval, the Company is required to pay the Purchaser a termination fee of C$425,000. If the Arrangement Agreement is terminated in certain circumstances relating to the Purchaser’s financing obligations and its failure to consummate the Transaction, the Company can elect to, either (i) convert the outstanding principal owing under the Loan Facility into Shares at a price of $0.13 per Share, subject to certain adjustments, and subject to the approval of the TSXV, to convert the accrued and unpaid interest outstanding thereunder as permitted under the rules and policies of the TSXV, or (ii) increase the aggregate amount available under the Loan Facility to C$1,200,000.
Upon closing of the Transaction, the Purchaser intends to cause the Shares to be delisted from the TSXV and will submit an application to cease to be a reporting issuer under applicable Canadian securities laws.
Securityholder Meeting
A special meeting of securityholders of the Company to consider and, if deemed advisable, approve the Transaction (the “Meeting”) is expected to be held in September 2026. In order to be approved at the Meeting, the Transaction will require the approval of: (a) at least two-thirds (66⅔%) of the votes cast at the Meeting in person or by proxy by holders of Shares; (b) at least two-thirds (66⅔%) of the votes cast at the Meeting in person or by proxy by the Securityholders, voting as a single class; and (c) a simple majority of the votes cast at the Meeting in person or by proxy by holders of Shares (other than Shares required to be excluded under MI 61-101).
Additional details regarding the Transaction, the background to the Transaction, the reasons for the Special Committee’s and the Board’s recommendations for the Transaction and how Securityholders can participate in and vote at the Meeting will be set out in the Company’s management information circular to be prepared, filed and sent to the securityholders of the Company in connection with the Meeting. Copies of the Arrangement Agreement, the form of voting and support agreements, the management information circular and other proxy materials for the Meeting will be filed with Canadian securities regulators and made available on the SEDAR+ profile of the Company at www.sedarplus.ca.
Voting Support Agreements
In connection with the Transaction, Securityholders who hold, in aggregate, 14,559,998 Shares (representing approximately 18.19% of the issued and outstanding Shares), including each of the directors and executive officers of the Company, who hold, in aggregate, 5,859,998 Shares (representing approximately 7.32% of the issued and outstanding Shares), have entered into voting support agreements with the Purchaser, providing for such Securityholders to vote all securities owned by them and entitled to vote at the Meeting in favour of the Transaction.
Loan Facility
Concurrently upon entering the Arrangement Agreement, the Company and the Purchaser entered into the Loan Facility providing the Company up to C$800,000 (or, in the event of a termination of the Arrangement Agreement in certain specified circumstances relating to the Purchaser’s financing obligations and its failure to consummate the Transaction, up to C$1,200,000, at the election of the Company) aggregate principal amount to assist with funding working capital requirements until closing of the Transaction. The Loan Facility bears interest at a rate of 8.0% per annum and matures no later than eighteen (18) months following the initial advance. The Company’s obligations under the Loan Facility will be secured by a general security agreement over substantially all of its present and after-acquired personal property and certain liens over other assets of the Company located in Québec. If the Arrangement Agreement is terminated in certain circumstances relating to the Purchaser’s financing obligations and its failure to consummate the Transaction, the Company can elect to, either (i) convert the outstanding principal owing under the Loan Facility into Shares at a price of C$0.13 per Share, subject to certain adjustments, and subject to the approval of the TSXV, to convert the accrued and unpaid interest outstanding thereunder as permitted under the rules and policies of the TSXV, or (ii) increase the aggregate amount available under the Loan Facility to C$1,200,000.
The Loan Facility, including any advances thereunder and the granting of security, remains subject to customary closing conditions, including acceptance by the TSXV.
Advisors
EY-Parthenon is acting as financial advisor to the Special Committee and the Board, and Evans & Evans, Inc. is providing the independent fairness opinion to the Special Committee and the Board. Fasken Martineau DuMoulin LLP is acting as legal counsel to the Company, and Cassels Brock & Blackwell LLP is acting as legal counsel to the Purchaser.
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Lomiko Metals Enters Into Definitive Agreement to Be Acquired by Global Battery Materials, source
