IKN

a plague o both your houses

Lithium X (LIX.v) receives a mail

First LIX received this from the fund mentioned on Monday October 23rd, then IKN received it from some place inside LIX between then and today. Not from Bri-Bri mind you, but from one of the people he thinks is his friend. Read on, Mr. Duggan:
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Delbrook Capital Advisors Inc. (“Delbrook”), a shareholder
of Lithium X Energy Corp. (“Lithium X” or the “Company”), is
contacting the Board of Directors to register its concern and to request
information related to the interests that the Company’s Chief Executive
Officer, Mr. Brian Paes-Braga had in the Company (which was known at the time
as Royce Resources Corp.) in the reacquisition transaction of the Company which
was completed on November 26, 2015 (the ”Transaction”).
It is our
understanding, based upon the public disclosure of the Company, that pursuant
to the Transaction, the Company acquired all of the issued and outstanding
securities of 1045564 B.C. Ltd. (“Privco”) in exchange for common shares of the
Company. The Transaction was announced on October 2, 2015 and detailed in a
filing statement on SEDAR dated November 20, 20151
(the “Filing Statement”). Delbrook further understands that Mr. Paes-Braga, a
director, officer and majority shareholder of Privco, acquired 3,000,000 common
shares of the Company in exchange for the shares of Privco he held, and became
President, Chief Executive Officer and Director of the Company. Delbrook notes
that the public disclosure indicates that Mr. Paes-Braga did not beneficially
own, direct or control, directly or indirectly, any securities of the Company
at the time of the transaction.
Delbrook has
received information which alleges that Mr. Paes-Braga did in fact, contrary to
the public disclosure, have an interest, direct or indirect, in the Company at
the time of the Transaction and benefitted economically from the Transaction in
a manner which was not disclosed to the public in accordance with applicable
securities laws and TSX Venture Exchange (the “Exchange”) policies.
Accordingly,
as a shareholder of the Company, Delbrook requests the Board of Directors
confirm to it, and provides satisfactory evidence in respect of the same, that
Mr. Brian Paes-Braga, together with his affiliates, associates or any other
with whom he was acting jointly and in concert (as all such terms are defined
under applicable Canadian securities law) (collectively the “Paes-Braga Group”)
held no shares and had no economic interest, directly or otherwise, in the
Company at any time prior to, or on completion of, the Transaction. Delbrook is
requesting that the Board of Directors provide evidence of this by delivering a
list of non-objecting beneficial owners (“NOBO”) of the Company prior to, at
the time of, and following completion of the Transaction, including a copy of
the NOBO list generated in connection with the Company’s annual and special
meeting held on November 26, 2015.
In addition, please provide us with a certified copy of
the security registers of Privco immediately prior to the completion of the
Transaction (together with the requested NOBO lists, the “Shareholder
Information”).
Delbrook
requests this information due to concerns that the Paes-Braga Group had an
interest in the Company, which was not properly disclosed by Mr. Paes-Braga or
the Company in connection with the Transaction. Clearly, this interest would be
material information required to be disclosed publically under both applicable
securities laws and the Exchange policies, including without limitation under
Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions,
National Instrument 51-102 – Continuous
Disclosure Obligations
, Part 5 of National Instrument 62-104 – Take-Over Bids and Issuer Bids, National
Instrument 62-103 – The Early Warning
System and Related Take-Over Bid and Insider Reporting Issues
, National
Instrument 55-104 – Insider Reporting
Requirements and Exemptions
, Exchange Policy 3.3 – Timely Disclosure and Exchange Policy 5.2- Changes in Business and Reverse Take-overs. Further, in the event
that any such interest did exist and was not disclosed, the disclosure
contained in the Filing Statement (which was certified by the directors and
officers of both the Company and Privco as being full, true and plain
disclosure of all material information) and in the Early Warning Press Release,
Early Warning Report and SEDI report filed by Mr. Paes-Braga would contain
material misrepresentations, which could result in serious consequences for the
Company and Mr. Paes-Braga personally, pursuant to securities legislation.
In addition
to our concerns set out above, the information received would further imply
that the methods which may have been used by Mr. Paes-Braga to attempt to
disguise his interest in the Company at the time of the Transaction, may also
give rise to concerns related to the improper transfer and re-registration of
securities and compliance of the same with applicable market integrity rules.
As a
shareholder of the company, Delbrook is very concerned that the alleged
activity of Mr. Paes-Braga, if proven to be true, poses a material risk to
shareholders and believe the Board of Directors must take steps to address
these concerns, including the provision of the information requested above and
to the commencement of a fulsome and detailed investigation into these
allegations.
Delbrook
would note that since the Transaction the Company has filed annual audited
financial statements2, an annual information form3,
and a short form prospectus4. These
documents were not only certified to contain full, true and plain disclosure by
Mr. Paes-Braga, as Chief Executive Officer, but also by other directors and
officers of the Company. In addition, Delbrook notes that on October 11, 2017
the Company has announced an additional capital raise via short form
prospectus, which is scheduled to close on or about October 31, 2017. As the
board will again be called to certify the accuracy and completeness of the
information contained or incorporated by reference therein, Delbrook would
expect that the Company will need to investigate these allegations as soon as
possible, and in any event prior to the closing of this announced offering.
Delbrook
thanks you in advance for your prompt attention to this matter, and asks that
you please provide it with a written reply to this letter which addresses in
adequate detail Delbrook’s concerns, and provide Delbrook with a copy of the
Shareholder Lists not later than October 27, 2017.

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