Silver Elephant Mining Corp. (‘Silver Elephant’) (TSX: ELEF, OTCQX: SILEF, Frankfurt: 1P2N) and Battery Metals Royalties Corp. (‘Battery Metals’) announce that they have executed an NSR Amending Agreement in connection with the Letter of Intent (‘LOI’) announced on April 4, 2022.
The NSR Amending Agreement will adjust the royalty payable to Battery Metals under an existing NSR agreement dated August 25, 2021 in respect of coal extracted from Silver Elephant’s Ulaan Ovoo coal mine in Mongolia from US$2 per tonne to the greater of: (i) US$3 per tonne; (ii) 5% of the gross coal sales price and (iii) 3% of ICE NewCastle 5,500GCV benchmark price if coal is sold to China. In consideration, Battery Metals will transfer 990,485 common shares of Flying Nickel Mining Corp. held by Battery Metals to Silver Elephant at a deemed price of $0.34 per share for aggregate consideration of $336,765.
The parties have also amended the LOI (‘Amended LOI’) by waiving the penalty and termination fees and extending the closing date to December 31, 2022, to allow sufficient time for Battery Metals to complete a listing on the TSX Venture Exchange (the ‘Listing’). Pursuant to the Amended LOI, Silver Elephant shall transfer a 45% equity interest in its wholly-owned subsidiary, Mega Thermal Coal Corp. (‘Mega Coal’), to Battery Metals in exchange for 16,000,000 common shares of Battery Metals (the ‘Transaction’). In connection with the Transaction, Silver Elephant intends to distribute the remaining 55% equity interest in Mega Coal to Silver Elephant shareholders prior to December 31, 2022.
Silver Elephant and Battery Metals believe the Transaction will provide Silver Elephant shareholders with direct participation in thermal coal by receiving Mega Coal shares and bolster Battery Metals’ investment and royalty portfolio.
Related Party Transaction
Each of the Transaction and the NSR Amending Agreement is a ‘related party’ transaction in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (‘MI 61-101’). For both Silver Elephant and Battery Metals, the NSR Amending Agreement is exempt from the valuation and minority shareholder approval requirements by application of sections 5.5(a) and 5.7(a) of MI 61-101, respectively.
Closing of the Transaction and the NSR Amending Agreement will be subject to such corporate and/or regulatory approvals as may be required, including the approval of the Toronto Stock Exchange (‘TSX’), and such other requirements as may be relevant under applicable laws and the policies of the TSX, including, if applicable, approval of the shareholders of Silver Elephant and/or Battery Metals.
About Mega Coal
Mega Thermal Coal Corp. is a wholly-owned Silver Elephant subsidiary which owns and operates the following Mongolia thermal coal projects: In 2020 and 2021, approximately 22,400 tonnes of Ulaan Ovoo coal were exported to China via Erenhot rail port, the largest port on the China-Mongolia border. Mine operations were curtailed in 2021 due to low coal prices. Offering prices for Ulaan Ovoo coal at Erenhot have since tripled to US$150 a tonne in 2022 while benchmark ICE NewCastle 5,500 GCV thermal coal has quintupled to an all-time high of US$402 a tonne. As a result, Mega Coal is currently evaluating the prospect of restarting Ulaan Ovoo (currently on standby) in 2022.
Ulaan Ovoo contains a measured 174.5 million tonnes and indicated 34.3 million tonnes of thermal coal with an average GCV of 5,040 kcal/kg.
Chandgana Khavtgai: contains a measured and indicated 1.05 billion tonnes of thermal coal with an average GCV of 3,636 kcal/kg (as reported by Kravits Geological Services LLC, September 28, 2010, available on SEDAR).
Chandgana Tal: contains a measured 124.4 million tonnes of thermal coal with an average GCV of 3,306 kcal/kg.
About Silver Elephant
Silver Elephant Mining Corp. is a premier silver mining and exploration company which also owns 39% of Battery Metals Royalties Corp.
About Battery Metals
Battery Metals Royalties Corp. is an investment company, spun-out from Silver Elephant Mining Corp. in January 2022. Battery Metals’ core assets include: (i) certain royalties on silver, nickel, vanadium, and coal projects and (ii) 22,953,991 common shares (37% ownership) of Flying Nickel Mining Corp. (TSX: FLYN) and 22,953,991 common shares (46% ownership) of Nevada Vanadium Mining Corp.
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