Vancouver, BC – Ultra Lithium Inc. (TSX-V: ULI) (FSE: QFB) (“ULI” or “the Company”) – Messrs. Shaoguo Cao, Xiaomin Chen and Zhang Guoqing (individually a “Seller” and together referred to as the “Sellers”), all of Wenzhou, China, jointly announce that each Seller has sold 8,000,000 common shares (aggregate 24,000,000) of Ultra Lithium Inc. (“ULI”) (TSXV: ULI) in private transactions, to Wenzhou Liten Dreamwork Investment Real Estate Co., Ltd. (“Liten”) for the price of CAD$0.33 per share. Liten is a private Chinese company controlled by Mr. Shaoguo Cao, one of the Sellers and a director and Chairman of the Board of ULI.
In addition to the 24,000,000 common shares of ULI sold to Liten by the Sellers, Liten has acquired an additional 5,000,000 common shares of ULI from two other individuals in private transactions. Liten has relied upon the takeover bid exemption set forth in section 4.2(1) of
National Instrument 62-104 Takeover Bids and Issuer Bids.
The change of control of ULI resulting from the acquisition by Liten of an aggregate of 29,000,000 common shares was approved by a majority of the disinterested shareholders of ULI who cast votes at the annual and general meeting of shareholders of ULI held on March 2, 2018. The Sellers’ shares were excluded from voting on the resolution.
Immediately before completion of the private transactions, each of the Sellers held 8,000,000 of the 70,548,582 issued and outstanding common shares of ULI, representing 11.34% (aggregate 34%) of the issued capital of ULI on an undiluted basis, and 10.2% (aggregate 30.6%) of the issued capital of ULI on a fully diluted basis. Following the completion of the private sale, the Sellers together hold no common shares of ULI directly.
Mr. Cao, one of the Sellers, exercises control and direction over 29,000,000 common shares, representing 41.1% of the issued capital, of ULI on an undiluted basis, and 37.0% of the issued capital of ULI on a fully diluted basis, through his control of Liten.
Liten and Mr. Cao acquired the shares for investment purposes.
NOT FOR DISSEMINATION IN THE UNITED STATES OR TO U.S. PERSONS
About Ultra Lithium Inc.
Ultra Lithium is an exploration and development company with a focus on the acquisition and development of lithium assets. The Company currently holds five brine lithium properties in Argentina, and one hard rock spodumene type lithium property at the Georgia Lake area in northwestern Ontario, Canada.
On behalf of the Board of Directors
Kiki Smith, CFO
For further information, please contact:
Kiki Smith, CFO
Or view the Company’s filings at www.sedar.com
Cautionary Statement Regarding “Forward-Looking” Information
Some of the statements contained in this press release are forward-looking statements and information within the meaning of applicable securities laws. Forward-looking statements and information can be identified by the use of words such as “plans”, “expects”, “intends”, “is expected”, “potential”, “suggests” or variations of such words or phrases, or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements and information are not historical facts and are subject to a number of risks and uncertainties beyond the Company’s control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.
Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.