2022-06-23 | CSE:GL | Press Release | Gold Lion Resources Inc


Vancouver, British Columbia / TheNewswire / June 23, 2022Gold Lion Resources Inc.(“Gold Lion” or the “Company”) (CSE:GL)(OTC:GLIOF)(FWB:2BC) announcesthatit hassigneda bindingletter of intentdated June 22,2022 (the“LOI”)withSustainable Li-Ion Research Inc. (“SLIR”) inrespectofa proposed transaction (the “Proposed Transaction”), whereby the Company would acquire all of the issued and outstanding securities of SLIR by way of a share exchange agreement. SLIR’s principal asset and undertaking is its interest, through a wholly-owned subsidiary, in a license agreement and a sponsored research agreement in the field of the recycling of lithium-ion batteries.

The Proposed Transaction is intended to further the Company’s objective of complementing its ongoing exploration activities, which objective was previously announced by the Company on June 13, 2022.

Commented, Guy Bourgeois CEO of Gold Lion, “The need for li-ion battery recycling is growing at a compelling pace and Gold Lion’s Special Committee is thoroughly evaluating the technology and cost-effective process to recover strategic battery materials like copper, cobalt, lithium, nickel, manganese and zinc. We believe that the strategic acquisition of Sustainable Li-Ion Research Inc. will allow us to leverage a unique technology licensing opportunity from a leading Singapore University, which will create higher value for shareholders.”

TheProposed Transaction

Pursuant to the Proposed Transaction, the Company will issue common share in its capital (the “ConsiderationShares”)totheholdersofcommonsharesinthecapitalofSLIRatadeemedprice per Consideration Share that is the greater of (i) $0.05, and (ii) theminimum price allowed pursuant tothepoliciesoftheCanadianSecuritiesExchange(the“CSE”),representingaggregateconsideration to be determined and mutually agreed upon by the parties with reference to a pending valuation of SLIR, expected to be in the range of $300,000 to $500,000.

The Proposed Transaction will be completed pursuant to available prospectus exemptions in accordance with applicable securities legislation.

TheCompanyandSLIRhaveagreedtonegotiateingoodfaiththetermsofadefinitiveagreement with respect to the Proposed Transaction within 30 days from the LOI.

The Company also agreed to pay a refundable deposit ofup to $100,000 to SLIRto be used towards costs and expenses connected to SLIR’s business. If the LOI is terminated for any reason other than the execution of a definitive agreement, the deposit payments shall be returned to the Company by SLIR within 30 days, without interest.

The Proposed Transaction is subject to receipt of all necessary regulatory approvals, including, as applicable,approvaloftheCSE,completionofduediligencereasonableorcustomaryinatransaction of a similar nature, and entering into a definitive agreement, among other conditions. The Proposed Transaction would be an arms-length transaction for the Company and would not constitute a fundamentalchangeorresultinachangeofcontroloftheCompany,withinthemeaningofthepolicies of the CSE.


Gold Lion Resources Inc. is a mineral exploration company actively involved in the exploration of its precious metal focused portfolio including Black Lake, Cuteye and Fairview Properties located in British Columbia, Saskatchewan and Idaho, USA. For more information please visit: https://goldlionresources.com/.


Guy Bourgeois, CEO

T: 902.225.8881


The CSE and Information Service Provider have not reviewed and does not accept responsibility for the accuracy or adequacy of this release.


Thisnewsreleasecontains“forward-lookinginformation”withinthemeaningofapplicableCanadian securities legislation. Often, but not always, forward-looking information and information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”,“intends”,“anticipates”or“doesnotanticipate”,or“believes”,orvariationsofsuchwords and phrasesor statethat certain actions, eventsor results“may”, “could”, “would”, “might” or“will” be taken, occur or be achieved. Forward-looking information in thisnewsrelease includesstatements regarding: assumptions that are subject to significant risks and uncertainties, including assumptions that all conditions to the closing of the Proposed Transaction will be satisfied and that the Proposed Transaction will be completed on the terms set forth in the LOI. The forward-looking information reflectsmanagement’scurrentexpectationsbasedoninformationcurrentlyavailableandaresubjectto anumberofrisksanduncertaintiesthatmaycauseoutcomestodiffermateriallyfromthosediscussed intheforward-lookinginformation.Suchriskfactorsmayinclude,amongothers,theriskthatrequired approvalsandthesatisfactionofmaterialconditionsarenotobtainedinconnectionwiththeProposed Transaction, the risk that the Proposed Transaction is not approved or completed on the terms set out in the LOI or that a definitive agreement will be entered into in connection therewith. Although the Companybelievesthattheassumptionsandfactorsusedinpreparingtheforward-lookinginformation arereasonable,unduerelianceshouldnotbeplacedonsuchinformationandnoassurancecanbegiven thatsucheventswilloccurinthedisclosedtimeframesoratall.Factorsthatcouldcauseactualresults oreventstodiffermateriallyfromcurrentexpectationsinclude:(i)adversemarketconditions;and(ii) otherfactorsbeyondthecontroloftheCompany.Newriskfactorsemerge fromtimetotime,anditis impossiblefortheCompany’smanagementtopredictallriskfactors,norcantheCompanyassessthe impact of all factors on Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking information. The forward-looking information included in this news release are made as of the date of this news release and the Company expressly disclaims any intention or obligation to update or revise any forward-lookinginformationwhetherasaresultofnewinformation,futureeventsorotherwise,except as required by applicable law. Additional information identifying risks and uncertainties that could affectfinancialresultsiscontainedintheCompany’sfilingswithCanadiansecuritiesregulators,which are available at www.sedar.com.

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