Lomiko Metals Inc. (TSX-V: LMR, OTC: LMRMF, FSE: DH8C) (“Lomiko& or the “Company&) is pleased to announce that it has filed and is in the process of mailing its management information circular (the “Circular&) and related meeting materials in connection with its upcoming special meeting of holders (“Shareholders&) of common shares (“Shares&) and holders of common share purchase warrants (together with Shareholders, the “Securityholders&) to be held on September 23, 2026 (the “Meeting&).
The purpose of the Meeting is to seek approval for the previously announced plan of arrangement under the Business Corporations Act (British Columbia), pursuant to which Global Battery Materials Corp. (the “Purchaser& or “GBM&) will acquire all of the outstanding Shares in an all-cash transaction (the “Arrangement&) for $0.13 per Share, all in accordance with the terms of the arrangement agreement dated July 27, 2026 between Lomiko and GBM (the “Arrangement Agreement&).
In addition, Lomiko is pleased to announce that the Supreme Court of British Columbia (the “Court&) has granted an interim order (the “Interim Order&) authorizing, among other things, the calling, holding and conducting of the Meeting and other procedural matters in connection with the Arrangement.
Lomiko has also initiated all government and legal preclearance requirements related to its grants and contribution agreement, and all is progressing well and as expected.
Meeting Details
In accordance with the Interim Order, the Meeting will be held in person on September 23, 2026 at 10:00 a.m. (Vancouver time) at the offices of Fasken Martineau DuMoulin LLP, 550 Burrard Street, Suite 2900, Vancouver, British Columbia V6C 0A3, and the record date for determining the Securityholders entitled to receive notice of, and vote at, such Meeting is the close of business on August 19, 2026.
At the Meeting, Securityholders will be asked to consider and, if deemed advisable, pass, with or without variation, a special resolution approving the Arrangement (the “Arrangement Resolution&). The Arrangement Resolution must be approved by (i) at least two-thirds (66?%) of the votes cast on the Arrangement Resolution by the Shareholders present in person or represented by proxy at the Meeting; (ii) at least two-thirds (66?%) of the votes cast on the Arrangement Resolution by the Securityholders present in person or represented by proxy at the Meeting, voting together as a single class, with Securityholders being entitled to one vote for each Shares and Warrants held; and (iii) a simple majority of the votes cast on the Arrangement Resolution by the Shareholders present in person or represented by proxy at the Meeting, excluding for this purpose, any votes attached to the Shares held by persons described in items (a) through (d) of section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (the “Securityholder Approval&).
The deadline for completed proxies to be received by the Company&s transfer agent, Computershare Investor Services Inc., is September 21, 2026 at 10:00 a.m. (Vancouver time).
Meeting Materials
The Circular, form of proxy, voting instruction form and letters of transmittal for the Meeting (collectively, the “Meeting Materials&) contain important information with respect to how Securityholders may vote at the Meeting. Securityholders who wish to attend and/or vote at the Meeting must follow the procedures set out in the Meeting Materials. Securityholders who are unable to attend the Meeting are strongly encouraged to complete, date, sign and return the form of proxy (in the case of registered Securityholders) or voting instruction form (in the case of non-registered Shareholders) provided with the Meeting Materials so that as many Securityholders as possible are represented and vote at the Meeting.
Securityholders will receive the Meeting Materials by mail. Securityholders are encouraged to access an electronic version of the Circular which is available under the Company&s profile on SEDAR+ at www.sedarplus.ca and on the Company&s website at https://lomiko.com/corporate-information/special-meeting-of-shareholders-2026/. The Circular contains important information on the Arrangement and related matters, including the terms of the Arrangement Agreement, the background to the Arrangement, the reasons for the Arrangement, the recommendations of the board of directors (the “Board&) and the special committee of independent directors of Lomiko (the “Special Committee&), and how Securityholders can participate in and vote at the Meeting. Securityholders are urged to read the Circular carefully and in its entirety, to consult their financial, legal, tax or other professional advisors, and to vote as soon as possible ahead of the proxy deadline of September 21, 2026 at 10:00 a.m. (Vancouver time) in accordance with the instructions accompanying the form of proxy or voting instruction form, as applicable.
Recommendation of the Board of Directors and Special Committee
The Board (with interested directors abstaining) and Special Committee, respectively, unanimously recommend that Securityholders vote FORthe Arrangement Resolution at the Meeting. Reasons for these recommendations are set out in the Circular.
Transaction Details
If the Securityholder Approval is obtained at the Meeting, the Arrangement is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions under the Arrangement Agreement, including the issuance of a final order by the Court and other regulatory or third party approvals.
Assuming completion of the Arrangement, GBM will hold 100% of the outstanding Shares and intends to cause the Shares to be delisted from the TSX Venture Exchange and to cause Lomiko to apply to cease to be a reporting issuer under applicable Canadian securities laws.
About Lomiko Metals Inc.
The Company holds mineral interests in its advanced La Loutre Graphite Project in southern Québec. The La Loutre Graphite Project site is within the Kitigan Zibi Anishinabeg (KZA) First Nation&s territory, which is situated within the Outaouais and Laurentides regions. Located 180 kilometers northwest of Montreal, the property consists of one large, continuous block with 76 mineral exclusive exploration rights totaling 4,528 hectares (45.3 km2). The Company also holds an interest in seven early-stage projects in southern Québec, including Ruisseau, Tremblant, Meloche, Boyd, Dieppe, North Low, and Carmin, covering 328 exclusive exploration rights over 18,622 hectares in the Laurentian region of Québec and within KZA territory. The Company has optioned an early-stage property prospect in the precious metals, antimony, and REEs. The Yellow Fox Property is located approximately 10 km southwest of the Town of Glenwood, NL, and south of the Trans-Canada Highway.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This news release contains “forward-looking information& within the meaning of applicable securities laws. Forward-looking information may be identified by statements including words such as: “anticipate,& “intend,& “plan,& “budget,& “believe,& “project,& “estimate,& “expect,& “scheduled,& “forecast,& “strategy,& “future,& “likely,& “may,& “to be,& “could,& “would,& “should,& “will& and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and the conditional.
Forward-looking information may include, without limitation, statements regarding the expected benefits of the Arrangement, the timing of various steps to be completed in connection with the Arrangement, the anticipated timing and completion of the Arrangement, the timing of the Meeting and mailing of the management information circular, the level of shareholder support for the Arrangement and the number of Shares expected to be voted in favour of the Arrangement, the receipt of required Securityholder, court, regulatory, stock exchange and third-party approvals, the satisfaction or waiver of the conditions to completion of the Arrangement, and other statements that are not material facts.
Forward-looking information is based on assumptions that may prove to be incorrect, including but not limited to, that the parties will receive, in a timely manner and on satisfactory terms, the necessary court, Securityholder, stock exchange, third-party and regulatory approvals, that the shareholders who have entered into voting and support agreements will comply with their obligations thereunder and vote their Shares in favour of the Arrangement, and that the parties will otherwise be able to satisfy, in a timely manner, the other conditions to the closing of the Arrangement.
The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. By its nature, forward-looking information involves known and unknown risks, uncertainties, changes in circumstances and other factors that are difficult to predict and many of which are outside of the Company&s control which may cause actual results to differ materially from any future or potential results expressed or implied by such forward-looking information.
Important factors that could cause actual results to differ materially from those indicated in the forward-looking information include, among others: (i) the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required Securityholder, court, third-party and regulatory approvals or for other reasons; (ii) the risk that shareholders who have entered into voting and support agreements may not comply with their obligations thereunder or may not vote their Shares in favour of the Arrangement; (iii) the possibility of adverse reactions or changes in business resulting from the announcement or completion of the Arrangement; (iv) risks relating to the Company's ability to retain and attract key personnel during the interim period; (v) the possibility of litigation relating to the Arrangement; (vi) the potential of a third party making a superior proposal; (vii) risks related to diverting management's attention from the Company's ongoing business operations; and (viii) other risks inherent to the business carried out by the Company and factors beyond its control which could have a material adverse effect on the Company or its ability to complete the Arrangement. The Company has assumed that the risk factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events. The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements.
Other than as specifically required by applicable Canadian law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, whether as a result of new information, future events or results, or otherwise.
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