TIDMEUR
RNS Number : 0496O
European Lithium Limited
27 May 2020
European Lithium Ltd
("European Lithium", "EUR" or "the Company")
Response to ASX Query
European Lithium Limited (ASX: EUR, FRA: PF8, VSE: ELI, NEX: EUR
) (the "Company") today responded to queries from the Australian
Securities Exchange ("ASX"). A copy of the responses can be seen
below and the full ASX announcement can be seen at:
https://www.asx.com.au/asx/share-price-research/company/EUR
The information contained within this announcement is deemed by
the Company to constitute inside information under the Market Abuse
Regulation (EU) No. 596/2014
For further information please contact:
European Lithium Ltd +61 861 819 792
Tony Sage info@europeanlithium.com
NEX Corporate Adviser +44 207 220 1666
James Joyce
James Sinclair-Ford
Capitalised terms have the meaning given in your letter.
Below are ASX's queries and EUR's responses:
1. Does EUR consider the Talaxis Agreement to be information
that a reasonable person would expect to have a material effect
on the price or value of its securities?
No.
2. If the answer to question 1 is "no", please advise the
basis for that view.
EUR is of the view that a reasonable person would not expect the
Talaxis Agreement to, at the time EUR became aware of the Talaxis
Agreement, have a material effect on the price or value of its
securities.
Talaxis has been engaged by the Company on a non-exclusive and
best endevours basis to "assist EUR in managing and establishing
commercial relationships and contract negotiations including
establishing, liaising and maintaining relationships with strategic
partners, such as debt and equity financiers, government / EU grant
providers / financing programs, offtake partners, logistics
partners, and EPCM partners and management assistance with contract
negotiations on key transactions and continued support post
transaction / relevant agreement".
As outlined in the Announcement, Talaxis will be remunerated in
the form of a capital introduction fee on successful debt or equity
raising as well as performance shares based on significant
milestones relating to capital raising initiatives and market
capitalisation hurdles that need to be achieved
At the time of releasing the Announcement, Talaxis has not
successfully completed a debt or capital raising on behalf of EUR.
For this reason, EUR did not consider the Talaxis Agreement to be
information that a reasonable person would expect to have a
material effect on the price or value of EUR's securities.
3. When did EUR first become aware of the Talaxis Agreement?
In answering this question, please specifically address:
3.1 When did EUR, Talaxis and their respective representatives
commence negotiating the terms of the Talaxis Agreement?
Talaxis was introduced, and negotiation managed, by corporate
advisory firm Empire Capital Partners (Empire).
Empire has a long-term relationship and association with both
the Noble group and Talaxis. By way of background, EUR was first in
contact with Talaxis in October 2018. In addition, EUR's
Non-Executive Chairman, Mr Sage, met with Talaxis in Singapore in
2019 during a business trip.
Mr Sage, approached Empire to arrange a funding partner for EUR.
On 5 May 2020, EUR entered into a mandate with Empire in response
to this request. Empire then approached Talaxis and introduced the
idea of a strategic relationship between Talaxis and EUR on or
about 10 May 2020.
Negotiations in the form of e-mails and phone/zoom calls have
progressed rapidly on a daily basis since then.
3.2 Were any agreements entered into on similar terms with
Talaxis? If so, specify the date(s) of those agreement(s).
A draft engagement letter between EUR and Talaxis dated 15 May
2020 was received and approved by the EUR Board on 19 May 2020.
However that version was not signed by either party.
EUR was provided with a revised engagement letter dated 19 May
2020 which was approved by the EUR Board on 20 May 2020, subject to
satisfaction of various matters. The engagement letter dated 19 May
2020 was subject to the receipt of various forms of documentation
including onboarding survey and consents. These conditions were
satisfied in the afternoon of 22 May 2020.
3.3 When did EUR and Talaxis enter into the final Talaxis
Agreement specified in the Announcement?
The final form Talaxis Agreement was subject to EUR board
approval. EUR Board approval was received on 25 May 2020. A
counter-signed copy of the Talaxis Agreement was received back from
Talaxis on 26 May 2020, whilst EUR was in trading halt.
4. If EUR first became aware of the Talaxis Agreement before
27 May 2020, did EUR make any announcement prior to the relevant
date which disclosed the information?
4.1 If so, please provide details.
4.2 If not, please explain why this information was not released
to the market at an earlier time, commenting specifically
on when you believe EUR was obliged to release the information
under Listing Rules 3.1 and 3.1A and what steps EUR took to
ensure that the information was released promptly and without
delay.
The engagement letter dated 19 May 2020 was subject to the
receipt of various forms of documentation including onboarding
survey and consents.
The outstanding information was received on 22 May 2020. Upon
receipt and review of the information received, the Company was
working towards finalising the announcement ready for release for
pre-market Monday 25 May 2020.
As part of the Company's multiple listings in London, Austria
and Frankfurt, a copy of the draft announcement was circulated to
relevant parties in each jurisdiction who manage both translation
(if required) and lodgement of the announcements and would be
released upon finalisation of the supporting documents.
On 24 May 2020 (i.e. prior to any information being released to
ASX), the Company received an e-mail from Talaxis advising that it
was standing down their authorisation of the executed engagement
letter dated 19 May 2020 pending additional due diligence in
respect to the engagement.
On 25 May 2020, EUR entered into a trading halt pending the
announcement regarding a strategic partnership.
The final form Talaxis engagement letter was received on 25 May
2020. A counter-signed copy of the Talaxis engagement letter was
received back from Talaxis on 26 May 2020 and subsequently
announced on 27 May 2020.
5. Please confirm that EUR is complying with the Listing Rules
and, in particular, Listing Rule 3.1.
EUR confirms that it is in compliance with the Listing Rules,
and in particular, Listing Rule 3.1.
6. Please confirm that EUR's responses to the questions above
have been authorised and approved under its published continuous
disclosure policy or otherwise by its board or an officer
of EUR with delegated authority from the board to respond
to ASX on disclosure matters.
EUR confirms that the above responses have gone through the
required Board approval process.
Regards,
----------------------------------------------
For and on behalf of the EUR Board,
Tony Sage
Non-Executive Chairman
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END
NEXUBONRRNUVURR
(END) Dow Jones Newswires
May 27, 2020 02:58 ET (06:58 GMT)
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