VANCOUVER, BC, June 6, 2024
/CNW/ - LiTHOS Group Ltd. ("LiTHOS" or the "Company") (CBOE CA:
LITS) (OTCQB: LITSF) (FSE: YU8) (WKN: A3ES4Q) is pleased to
announce it has entered into a non-binding letter of intent (the
"LOI") with 1481450 B.C. Ltd.
("1481450"), dated June
5th, 2024, pursuant to which the Company would
acquire all of the outstanding securities of 1481450 from the
securityholders of 1481450 (the "Transaction").
1481450 has entered into an Agreement, and, at the time of
Closing (as defined herein), will hold all of the outstanding
securities of Reservoir Imaging Solutions LLC ("RIS"), a private
corporation existing under the laws of the State of Delaware with foreign registration to
operate in the State of Colorado
(the "RIS Transaction").
RIS's proprietary TiERRA™ microseismic imaging technology
uses reflectance from fluid-filled spaces to produce
high-resolution images of reservoir dynamics. This technology is
applicable in optimizing lithium continental brines, shale, and
geothermal reservoir completions and recovery processes.
TiERRA™ also has potential applications in renewable
developments such as Carbon Capture Utilization & Storage
(CCUS) and imaging of brine and geothermal reservoirs for lithium
production.
In January 2022, Darcy Partners
published a 2021 Review of the Top Innovators in Subsurface
Characterization. Darcy, an independent specialist analyst with
data from over 10,000 energy company Connect Users, selected
Reservoir Imaging Solutions in the top 10 global list for its
real-time surveillance and diagnostic services to dynamically image
fluid, fractures, and proppant placement during well
completions.
Scott Taylor, CEO of LiTHOS, commented, "TiERRA™ is a
unique technology that enables direct imaging of fluid-filled
regions in reservoirs. We anticipate that this technology will
support various applications, including geothermal and CCUS, as
well as imaging lithium-enriched brine reservoirs."
RIS was recognized with the Best of Award at the 2024 Society of
Petroleum Engineers HFTC conference. For the year ending
December 31, 2022, RIS reported
C$1,187,412 (US$870,845) in revenue, C$268,823 (US$197,154) in gross income, and a net profit of
C$91,896 (US$67,396). These financials will be audited and
included in LiTHOS's consolidated financial statements in due
course
RIS's largest customer is Devon Energy Corporation (NYSE: DVN).
The company has also completed demonstration projects with
Halliburton Company (NYSE: HAL), EOG Resources Inc. (NYSE: EOG),
and Hess Corporation (NYSE: HES). In 2023 and 2024, RIS added
Occidental Petroleum Corp. (NYSE: OXY), ExxonMobil Corp. (NYSE:
XOM), SM Energy Co. (NYSE: SM), and Permian Resources (NYSE: PR) as
paying customers.
Summary of Transaction
The LOI is a non-binding agreement which sets out the principal
terms on which the parties have agreed to complete the Transaction.
Subject to satisfactory due diligence and successful additional
negotiations, the parties intend to enter into a definitive
agreement with respect to the Transaction (the
"Definitive Agreement") on or before July 31, 2024.
On completion of the Transaction (the "Closing"), the Company
has agreed acquire all of the issued and outstanding Target
Securities in exchange for an aggregate of 8,000,000 Lithos Shares
as follows: (i) 4,000,000 Lithos Shares issuable pro rata to the
Shareholders; and (ii) 4,000,000 performance-based Lithos Shares
(each, a "Performance Share") issuable pro rata to the
Shareholders, which Performance Shares shall vest in tranches
within five (5) calendar years from the Closing as follows: A.
800,000 Performance Shares upon the achievement by RIS of
USD$600,000 in revenue; B. 800,000
Performance Shares (an aggregate of 1,600,000 Performance Shares)
upon the achievement by RIS of an additional USD$600,000 in revenue (USD$1,200,000 in aggregate revenue); C. 800,000
Performance Shares (an aggregate of 2,400,000 Performance Shares)
upon the achievement by RIS of an additional USD$600,000 in revenue (USD$1,800,000 aggregate revenue); D. 800,000
Performance Shares (an aggregate of 3,200,000 Performance Shares)
upon the achievement by RIS of an additional USD$600,000 in revenue (USD$2,400,000 aggregate revenue); and E. 800,000
Performance Shares (an aggregate of 4,000,000 Performance Shares)
upon the achievement by RIS of an additional USD$600,000 in revenue (USD$3,000,000 aggregate revenue); (b) and upon
consummation of the Transaction (the "Closing"), 1481450 will
become a wholly-owned subsidiary of Lithos. The Transaction will be
completed pursuant to available exemptions from any applicable
securities legislation.
Completion of the Transaction remains subject to a number of
conditions, including satisfactory due diligence, entry into the
Definitive Agreement, the receipt of all requisite approvals
including approval from the Cboe Canada, if necessary, and other
conditions customary for transactions of this nature. The LOI
includes a completion deadline of July 29,
2024. The parties will endeavor to complete the Transaction
as soon as practicable and intends to complete the Transaction
prior to the completion deadline. There can be no assurance that
the Transaction will be completed as proposed or at all.
The Transaction will be completed pursuant to available
exemptions under applicable legislation.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein in
the United States. The securities
described herein have not been and will not be registered under the
United States Securities Act of 1933, as amended, or any state
securities laws and may not be offered or sold in the United States or to the account or benefit
of a U.S. person absent an exemption from the registration
requirements of such Act.
About LiTHOS
Lithos Group Ltd. is a mining technology company focused on
selective extraction of aqueous minerals. The Company's AcQUA™
technology allows lithium to be extracted from continental brine
reservoirs without the need for additional freshwater or any added
chemicals or reagents. Lithium is now among the world's most
in-demand metals as the world "electrifies" to reduce
CO2 emissions, led by continuing growth in EV sales and
the installation of hundreds of gigawatts of intermittent solar
power generation capacity requiring partial battery storage
solutions.
The Company's mission is to produce sustainable lithium without
evaporation ponds. AcQUA™ is LiTHOS's patent-pending technology
that spans the complete value chain from the conditioning and
pre-treatment of raw brines through the DLE phase into the
polishing and purification of battery-grade lithium feedstock.
LiTHOS has two processing facilities: a 4,000 sq ft lab in
Denver, CO, and a 55,000 sq ft
complex in Bessemer, AL.
LiTHOS is working with multiple strategic mineral resource
owners, including brines from the largest Salars in Chile and Argentina and the Smackover reservoir in the
Southeastern United States. Our
wholly-owned subsidiary, Aqueous Resources LLC, is a US Department
of Energy grant awardee and a Colorado Advanced Industries grant
awardee.
For more information, please get in touch with LiTHOS Investor
Relations at 1-877-LITHOS1 / 1-877-548-4671 or via email at
info@lithostechnology.com.
Stay up-to-date on LiTHOS developments by joining our online
communities through LinkedIn and X
ON BEHALF OF THE BOARD
Scott Taylor - CEO
Forward-Looking Statements:
This news release contains forward-looking statements and
forward-looking information (collectively, "forward-looking
statements") within the meaning of applicable Canadian legislation.
Forward-looking statements are typically identified by words such
as: "believes", "expects", "anticipates", "intends", "estimates",
"plans", "may", "should", "would", "will", "potential", "scheduled"
or variations of such words and phrases and similar expressions,
which, by their nature, refer to future events or results that may,
could, would, might or will occur or be taken or achieved. All
statements in this news release that are not purely historical are
forward-looking statements and include statements regarding
beliefs, plans, expectations and orientations regarding the future.
Although the Company believes that such statements are reasonable
and reflect expectations of future developments and other factors
which management believes to be reasonable and relevant, the
Company can give no assurance that such expectations will prove to
be correct. In making the forward-looking statements in this news
release, the Company has applied several material assumptions,
including without limitation, that the requisite approvals for the
completion of the Transaction may not be obtained, including that
of the Cboe Canada, if necessary; that the Company or 1423908, as
applicable, may be unable to satisfy any or all closing conditions
necessary for the completion of the Transaction; that the Company
and 1423908 will enter into the Definitive Agreement and close the
Transaction by the proposed dates or at all; and other risks that
are customary to transactions of this nature. Other factors may
also adversely affect the future results or performance of the
Company, including general economic, market or business conditions,
future prices of minerals, changes in the financial markets and in
the demand for minerals, changes in laws, regulations and policies
affecting the mineral exploration industry, as well as the risks
and uncertainties which are more fully described in the Company's
annual and quarterly management's discussion and analysis and in
other filings made by the Company with Canadian securities
regulatory authorities under the Company's SEDAR+ profile. The
ongoing labour shortages, inflationary pressures, rising interest
rates, the global financial climate and the conflicts in both
Ukraine and Palestine and
surrounding regions are some additional factors that are affecting
current economic conditions and increasing economic uncertainty,
which may impact the Company's operating performance, financial
position, and future prospects. Collectively, the potential impacts
of this economic environment pose risks that are currently
indescribable and immeasurable. No assurance can be given that any
of the events anticipated by the forward-looking statements will
occur or, if they do occur, what benefits the Company will obtain
from them. Readers are cautioned that forward-looking statements
are not guarantees of future performance or events and,
accordingly, are cautioned not to put undue reliance on
forward-looking statements due to the inherent uncertainty of such
statements. The Company does not undertake any obligation to update
such forward‐looking information whether because of new
information, future events or otherwise, except as expressly
required by applicable law.
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SOURCE Lithos Group