Toronto, Ontario--(Newsfile Corp. - March 27, 2025) - Lithium ION Energy Limited (TSXV: ION) (FSE: ZA4) ("ION" or the "Company") is pleased to share that it has entered into a binding Joint Venture Agreement with SureFQ Ltd. ("SureFQ") for the advancement of the Urgakh Naran project in Mongolia, in which ION will continue to hold a 20% free carried interest through to commercial production.
"This milestone is a testament to the ION team's perseverance to deliver upon a strategic partnership that ensures the advancement of our UN asset at a time of historical low Lithium prices; demonstrating a path to production with associated upside that benefits our shareholders. We continue to see Urgakh Naran as an asset with significant potential and are excited to bring on a partner with proven technology that ensures revenue generation expeditiously," said Ali Haji, CEO & Director - Lithium ION Energy Ltd.
"SureFQ is thrilled to support this transformative partnership, which not only accelerates the development of the Urgakh Naran project, but also underscores the resilience and foresight of the ION team. In a challenging lithium market, strategic collaborations like this pave the way for sustainable growth and long-term value creation. We look forward to the positive impact this venture will have on the industry and stakeholders alike," said Hao Qu, CEO - SureFQ.
The Joint Venture agreement was signed effective March 26, 2025. The transaction is expected to close by July 1, 2025, subject to TSXV approval.
Debt Settlement
The Company further announces that it has negotiated debt settlements with certain non-arm's length creditors (the "Debt Settlement"). Pursuant to the Debt Settlement and subject to acceptance by the TSXV, the Company has agreed to settle an aggregate amount of $120,000 in debt, in consideration for which it will issue an aggregate of 3,000,000 common shares of the Company at a deemed price of $0.04 per share.
All securities issued in relation to the Debt Settlement will be subject to a hold period expiring four months and one day after the date of issuance in accordance with applicable securities laws and the policies of the TSXV. Completion of the Debt Settlement remain subject to the receipt of all necessary regulatory approvals, including the approval of the TSXV.
Related Party Transaction
The conversion of debt to shares by insiders will be considered a "related party transaction" pursuant to Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-101") requiring the Company, in the absence of exemptions, to obtain a formal valuation for, and minority shareholder approval of, the "related party transaction". The Company is relying on an exemption from the formal valuation requirements of MI 61-101 available, because no securities of the Company are listed on specified markets, including the TSX, the New York Stock Exchange, the American Stock Exchange, the NASDAQ or any stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc. The Company is also relying on the exemption from minority shareholder approval requirements set out in MI 61-101 as the fair market value of the participation in the Offering by the insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. It is likely the Company will not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering as the Company wishes to close the Offering in an expeditious manner.