Silver Elephant Mining Corp 6-K, filed Dec 1, 2021
Silver Elephant Mining Corp. (SILEF)
6-K
2021-12-01
For: 2021-11-30
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Added on
April 06, 2026
About this 6-K
Silver Elephant Mining Corp filed this 6-K on December 1, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
For the
month of November,
2021
Commission
File Number 000-55985
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SILVER ELEPHANT MINING CORP.
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(Translation
of registrant’s name into English)
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Suite 1610 – 409 Granville Street
Vancouver, British Columbia, Canada V6C 1T2
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(Address
of principal executive offices)
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Indicate
by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F
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Form
20-F
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☒
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Form
40-F
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☐
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1):
☐
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Note: Regulation S-T Rule 101(b)(1) only permits
the submission in paper of a Form 6-K if submitted solely to
provide an attached annual report to security holders.
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule
101(b)(7): ☐
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Note: Regulation S-T Rule 101(b)(7) only permits
the submission in paper of a Form 6-K if submitted to furnish
a report or other document that the registrant foreign private
issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or
legally organized (the registrant’s “home
country”), or under the rules of the home country exchange on
which the registrant’s securities are traded, as long as the
report or other document is not a press release, is not required to
be and has not been distributed to the registrant’s security
holders, and, if discussing a material event, has already been the
subject of a Form 6-K submission or other Commission filing on
EDGAR.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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SILVER ELEPHANT MINING CORP.
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/s/
Irina
Plavutska
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Date:
November 30, 2021
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Irina Plavutska
Chief Financial Officer
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INDEX TO EXHIBITS
| Press Release dated
November 30, 2021 |
Exhibit 99.1
Silver Elephant’s Flying Nickel Spinout Announces Closing of
its $8.6 Million Private Placement
Not for distribution to United States Newswire Services or for
dissemination in the United States
Vancouver, British Columbia,
November 30, 2021 – Silver Elephant Mining Corp.
(“Silver
Elephant”, or the
“Company”) (TSX: ELEF, OTCQX: SILEF, Frankfurt:
1P2N) is pleased to announce that, further to its news releases
dated October 26, 2021 and November 19, 2021, Silver
Elephant’s wholly owned subsidiary Flying Nickel Mining Corp.
(“Flying
Nickel”) has completed
its previously announced private placement (the
“Flying Nickel
Offering”) for gross
proceeds of $8,600,000.
Pursuant to the Flying Nickel Offering, Flying
Nickel sold 10,094,033 subscription receipts comprised of non-flow
through subscription receipts (each, a “Non-FT Subscription
Receipt”) at a price of
$0.70 per Non-FT Subscription Receipt and 1,992,437 flow-through
eligible subscription receipts (each, a “FT Subscription
Receipt”, and
collectively with the Non-FT Subscription Receipts, the
“Offered
Securities”) at a price
of $0.77 per FT Subscription Receipt. Red Cloud Securities Inc.
(“Red
Cloud”), as lead agent
and sole bookrunner, together with Canaccord Genuity Corp., acted
as agents (the “Agents”) under the Flying Nickel
Offering.
Details Regarding the Flying Nickel Offering
Upon the satisfaction of certain escrow release
conditions (the “Escrow Release
Conditions”), the Offered
Securities shall be deemed to be exercised, without payment of any
additional consideration and without further action on the part of
the holder thereof, for the following:
●
each Non-FT Subscription Receipt shall be
automatically converted into one unit of Flying Nickel (each, a
“Unit”); and
●
each FT Subscription Receipt shall be
automatically converted into one common share of Flying Nickel to
be issued as a “flow-through share” within the meaning
of the Income Tax Act
(Canada) (each, a
“FT
Share”).
Each Unit will consist of one common share of
Flying Nickel (each a “Unit Share”) and one-half of one common share purchase
warrant (each whole warrant, a “Warrant”). Each whole Warrant shall entitle the
holder to purchase one common share of Flying Nickel (each, a
“Warrant
Share”) at a price of
$1.00 at any time on or before November 29,
2023.
The Escrow Release Conditions include, but are not
limited to, the approval of a plan of arrangement of Silver
Elephant (the “Arrangement”) by Silver Elephant shareholders to be
held on December 22, 2021, and approval of the Toronto Stock
Exchange. Flying Nickel has
applied with TSX Venture Exchange to list its common shares as
early as practically possible.
The
proceeds of the Flying Nickel Offering will held in escrow and not
released to Flying Nickel until the Escrow Release Conditions are
satisfied by the deadline provided in the terms of the subscription
receipt agreements that govern the Offered Securities. Those
proceeds will be used for the exploration and advancement of the
Minago Nickel Project as well as for general working capital
purposes.
In consideration for the services of the Agents in
connection with the Flying Nickel Offering, the Agents will receive
a cash commission equal to 6% of the gross proceeds. 50% of the
cash commission has been paid to the Agents, with the balance to be
released upon satisfaction of the Escrow Release Conditions. In
addition, on satisfaction of the Escrow Release Conditions, the
Company will issue to the Agents an aggregate of 716,616 broker
warrants (“Broker
Warrants”), each
exercisable to acquire on common share of Flying Nickel at an
exercise price of $0.70 at any time on or before November 29,
2023.
Upon
completion of the Arrangement and conversion of all of the Offered
Securities, it is anticipated that Flying Nickel will have
outstanding approximately 62,086,470 common shares, 5,047,016
Warrants and 716,616 Broker Warrants.
Details Regarding the Arrangement
The
Arrangement proposes to spin-out Silver Elephant’s Manitoba
based Minago Nickel project, Nevada based Gibellini Vanadium
project, and mining royalty portfolio into Flying Nickel Mining
Corp. (“Flying Nickel”), Nevada Vanadium Mining Corp.
(“Nevada Vanadium”), and Battery Metals Royalties Corp.
(“Battery Royalties”).
Further
to the Company news releases dated August 26, 2021, and September
23, 2021, each Silver Elephant share outstanding on the Record Date
of the Arrangement (expected to be in early January 2022, the
“Record Date”), will be consolidated on the basis of
one post-consolidation common share (“ELEF Share“) for
every ten pre-consolidation shares of Silver Elephant (the
“Consolidation“).
Each
Silver Elephant shareholder (“Shareholder“) will
receive: one share of each of Flying Nickel and Nevada Vanadium and
two shares of Battery Royalties for every post-Consolidation ELEF
Share held by such Shareholder on the Record Date;
More detailed information regarding the
Arrangement is disclosed in the management information circular
prepared for the shareholder meeting which is available under the
Company’s profile at www.sedar.com,
and www.silverelef.com.
$ =
Canadian Dollars
About
Silver Elephant Mining Corp.
Silver Elephant
Mining Corp. is a premier mining and exploration company in silver,
nickel, and vanadium.
Further information
on Silver Elephant and Flying Nickel can be found at
www.silverelef.com and www.flynickel.com.
SILVER
ELEPHANT MINING CORP.
ON BEHALF OF THE
BOARD
“John
Lee”
Executive Chairman
For more
information about Silver Elephant, please contact Investor
Relations:
+1.604.569.3661
ext. 101
ir@silverelef.com
www.silverelef.com
Neither the Toronto Stock Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the Toronto
Stock Exchange) accepts responsibility for the adequacy or accuracy
of this release.
Cautionary
Note Regarding Forward-Looking Statements
Certain statements
contained in this news release, including statements which may
contain words such as “expects”,
“anticipates”, “intends”,
“plans”, “believes”,
“estimates”, or similar expressions, and statements
related to matters which are not historical facts, are
forward-looking information within the meaning of applicable
securities laws. Such forward-looking statements, which reflect
management’s expectations regarding Silver Elephant’s
future growth, results of operations, performance, business
prospects and opportunities, are based on certain factors and
assumptions and involve known and unknown risks and uncertainties
which may cause the actual results, performance, or achievements to
be materially different from future results, performance, or
achievements expressed or implied by such forward-looking
statements.
These factors
should be considered carefully, and readers should not place undue
reliance on the Silver Elephant’s forward-looking statements.
Silver Elephant believes that the expectations reflected in the
forward-looking statements contained in this news release and the
documents incorporated by reference herein are reasonable, but no
assurance can be given that these expectations will prove to be
correct. In addition, although Silver Elephant has attempted to
identify important factors that could cause actual actions, events
or results to differ materially from those described in forward
looking statements, there may be other factors that cause actions,
events or results not to be as anticipated, estimated or intended.
Silver Elephant undertakes no obligation to release publicly any
future revisions to forward-looking statements to reflect events or
circumstances after the date of this news or to reflect the
occurrence of unanticipated events, except as expressly required by
law.
None of the
securities to be issued pursuant to the Flying Nickel Offering have
been or will be registered under the United States Securities Act
of 1933, as amended (the “U.S. Securities Act”), or any
state securities laws, and any securities issuable in the
transaction are anticipated to be issued in reliance upon available
exemptions from such registration requirements pursuant to Section
3(a)(10) of the U.S. Securities Act and applicable exemptions under
state securities laws. This press release does not constitute an
offer to sell or the solicitation of an offer to buy any
securities.