St. John's, Newfoundland and Labrador--(Newsfile Corp. - February 12, 2025) - Sokoman Minerals Corp. (TSXV: SIC) (OTCQB: SICNF) ("Sokoman" or the "Company") announces that, further to its November 25, 2024 news release, and as a result of the Canada Post strike, it has filed AMENDED Management Proxy Materials under its profile on sedarplus.ca for its annual and special meeting of shareholders (the "Meeting"). The Meeting is set to be held March 21, 2025 in Vancouver, BC. At the Meeting Sokoman shareholders will be asked to approve a special resolution (two-thirds of votes cast) to reorganize Sokoman's share capital to facilitate a spin-out to shareholders of approximately 2 million of Sokoman's 4 million shares of Vinland Lithium Inc. ("Vinland"). Vinland holds the Killick Lithium Project and is currently owned by Sokoman (40%), Benton Resources Inc. (40%), and Piedmont Lithium Newfoundland Holdings LLC ("Piedmont"), a wholly-owned subsidiary of NASDAQ-listed Piedmont Lithium Inc., (20%). Benton will concurrently seek approval of its shareholders for a similar 2 million share spin-out. Subject to the two spin-outs completing, the TSX Venture Exchange has conditionally agreed to list the approximately 10 million issued shares of Vinland of which approximately 40% will be in the hands of Sokoman and Benton shareholders.
The record date for voting at the meeting is January 20, 2025; however, the record date for participation in the spin-out will be determined only after shareholders approve the special spin-out resolution. The record date for participating in the spin-out will be reflected in a notice bulletin issued by the TSX Venture Exchange when it sets the spin-out ex-participation trading date for Sokoman shares.
The spin-outs will be substantially pro rata to Sokoman and Benton shareholders; however, the exact ratio of Vinland share per Sokoman share will be determined prior to completion in March 2025. The exchange ratio is dependent on the number of Sokoman shares issued at the time of completion. The ratio is expected to be approximately 50 Vinland shares per 8,000 Sokoman shares. Accounts holding less than 8,000 Sokoman shares (having an approximate CAD$320 market value) will not receive Vinland shares as the immediate and ongoing administration and compliance costs for very small odd-lot Vinland shareholders would be prohibitive.
Some of the key points for shareholders are as follows:
- The Killick Lithium Project holds excellent discovery potential in a newly discovered lithium belt
- Piedmont, a wholly-owned subsidiary of NASDAQ-listed Piedmont Lithium Inc., completed a 2023 financing in Vinland of CAD$2.0M @ CAD$1.00 per share to hold 19.9%
- Piedmont Lithium Inc. is one of North America's leading lithium companies
- Newfoundland is ranked as one of the top jurisdictions to explore and develop mineral potential
- Piedmont Lithium Inc. has vast technical and geological knowledge in similar geology to that of the Kraken pegmatites
- Vinland holds indirectly, through its subsidiary Killick Lithium Inc., a 100% interest in the Killick Lithium Project
- Piedmont will have the option to earn up to a 62.5% direct interest in Killick Lithium Inc. by spending CAD$12.0M in exploration and development during the period of the option
- Upon Piedmont completing all earn-in options, Piedmont/Piedmont Lithium Inc. will have paid Sokoman and Benton a total of CAD$10.0M in Piedmont Lithium Inc. shares in addition to having funded all the Vinland exploration and development costs
- Sokoman and Benton to collectively retain a 2% NSR on the Killick Lithium Project
In addition to the spin-out resolution, Sokoman shareholders who attend the Meeting will attend to annual matters, including consideration of Sokoman's June 30, 2024, audited financial statements, the election of directors, appointment of auditors, and approval of Sokoman's stock option plan.
Full details of the spin-out and the other annual matters are contained in a management information circular dated February 4, 2025, and filed under the Company's profile on sedarplus.ca. This circular contains detailed information on Vinland as a stand-alone company. The completion of the spin-out remains uncertain at this time.
QP
Timothy Froude (P.Geo.), a qualified person under National Instrument 43-101, and president and chief executive officer of Sokoman, has approved the scientific and technical disclosure in this news release and prepared or supervised its preparation.
About Sokoman Minerals Corp.
Sokoman Minerals Corp. is a discovery-oriented company and one of the largest landholders in the province of Newfoundland and Labrador, Canada's emerging gold district. The Company's primary focus is its portfolio of gold projects; the 100%-owned flagship, advanced-stage Moosehead, Crippleback Lake, and the district-scale Fleur de Lys project near Baie Verte in northwestern Newfoundland, targeting Dalradian-type orogenic gold mineralization similar to the Curraghinalt and Cavanacaw deposits in Northern Ireland. The Company entered a strategic alliance with Benton Resources Inc. through three, large-scale, joint-venture properties including Grey River, Golden Hope, and Kepenkeck in Newfoundland.
In October 2023, Sokoman and Benton completed an agreement with Piedmont Lithium Inc., a major developer of lithium projects and processing plants in the USA, and exactly the right partner to have to advance the lithium project. For full details of the agreement, please refer to the Company's press release dated October 11, 2023.
Projects optioned with optionee fully vested are:
- East Alder Project optioned to Canterra Minerals Inc. (SIC retains shares of CTM plus 1% NSR)
- Startrek Project optioned to Thunder Gold (SIC retains shares of TGOL plus 1% NSR)
The Company would like to thank the Government of Newfoundland and Labrador for the financial support of the Moosehead and Fleur de Lys Projects through the Junior Exploration Assistance Program during the past few years.
For more information, please contact:
Timothy Froude, P.Geo., President & CEO
T: 709-765-1726
E: tim@sokomanmineralscorp.com
Cathy Hume, VP Corporate Development, Director
T: 416-868-1079 x 251
E: cathy@chfir.com
Website: www.sokomanmineralscorp.com
Twitter: @SokomanMinerals
Facebook: @SokomanMinerals
LinkedIn: @SokomanMineralsCorp
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Investors are cautioned that trading in the securities of the Corporation should be considered highly speculative. Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Sokoman Minerals Corp. will not update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Sokoman Minerals Corp.
Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation: risks related to failure to obtain adequate financing on a timely basis and on acceptable terms; risks related to the outcome of legal proceedings; political and regulatory risks associated with mining and exploration; risks related to the maintenance of stock exchange listings; and other risks and uncertainties related to the Company's prospects, properties and business detailed elsewhere in the Company's disclosure record. Investors are cautioned against attributing undue certainty to forward-looking statements. These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from the Company's expectations or projections.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/240566
SOURCE: Sokoman Minerals Corp.
