Silver Elephant Mining Corp 6-K, filed Sep 23, 2021
Silver Elephant Mining Corp. (SILEF)
6-K
2021-09-23
For: 2021-09-23
View Original
Added on
April 06, 2026
About this 6-K
Silver Elephant Mining Corp filed this 6-K on September 23, 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 September
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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Date: September 23,
2021
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By:
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/s/ Irina Plavutska
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Irina Plavutska |
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CFO |
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INDEX TO EXHIBITS
Exhibit 99.1
NOT FOR
DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
FOR
DISSEMINATION IN THE UNITED STATES
Silver Elephant Closes First Tranche of Private Placement for Gross
Proceeds of $918,199
Vancouver, British Columbia, September 23, 2021 – Silver
Elephant Mining Corp. (“Silver Elephant”
or the “Company”) (TSX:
ELEF, OTCQX:SILEF, Frankfurt:1P2N) announces that, further to its news release dated
September 6, 2021, it has closed the first tranche (the
“Closing”) of its previously announced private
placement offering of 15,000,000 common shares of the Company
(“Shares”) at a price per Share of $0.22 for
aggregate gross proceeds of $3,300,000 (the
“Offering”). Pursuant to the Closing, the Company
issued an aggregate of 4,173,632 Shares for aggregate gross
proceeds from the Closing of $918,199.
In connection with the Closing, the Company paid $46,872 in cash
and issued 213,054 common share purchase warrants
(“Finder’s
Warrants”) to certain
finders as finder’s fees. Each Finder’s Warrant is
exercisable to acquire one common share of the Company at a price
of $0.26 until September 22, 2022.
The securities issued in connection with the Closing are subject to
a regulatory hold period expiring on January 23, 2022.
The Closing proceeds are expected to be used for the
Company’s mineral project development and for general working
capital purposes.
The Company expects to close the final tranche of the Offering on
or before October 15, 2021.
The Company further announces that pursuant to the terms of the
Company’s Share-Based Compensation Plan as approved at its
Annual General Meeting of shareholders held on September 10, 2021,
it has granted in aggregate, 6,500,000 incentive stock options
(the “Options“),
to certain directors, officers, employees and consultants of the
Company. The Options are exercisable at a price of $0.26 per Common
share for a term of five years expiring on September 22, 2026 and
vest at 12.5% per quarter for the first two years following the
date of grant.
About Silver Elephant
Silver Elephant Mining Corp. is a premier mining and exploration
company in silver, nickel, and vanadium.
Further information on Silver Elephant can be found at
www.silverelef.com.
SILVER ELEPHANT MINING CORP.
“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 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.
Exhibit 99.2
NOT FOR
DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
FOR
DISSEMINATION IN THE UNITED STATES
Silver Elephant Provides Update and Schedule on Plan of
Arrangement
Vancouver, British Columbia, September 23, 2021 – Silver
Elephant Mining Corp. (“Silver Elephant”
or the “Company”) (TSX:
ELEF, OTCQX:SILEF, Frankfurt:1P2N) is pleased to provide the following update further
to its news release dated August 26, 2021 with respect to the
Company’s proposed plan of arrangement (the
“Arrangement”) to spin-out its Manitoba based
Minago Nickel project (“Minago”), its Nevada based
Gibellini Vanadium project (“Gibellini”), and Battery Metals
Royalties into Flying Nickel Mining Corp. (“Flying Nickel”), Nevada Vanadium
Mining Corp. (“Nevada
Vanadium”), and Battery Metals Royalties Corp.
(“Battery
Royalties”, and together with Flying Nickel and Nevada
Vanadium, the “SpinCos”).
Further to the news release of the Company dated September 6, 2021,
assuming the full completion of proposed previously announced
private placement of common shares of the Company for aggregate
gross proceeds of up to $3,300,000 and that no further securities
of Silver Elephant are issued prior to the record date of the
Arrangement (the “Record
Date”), which
is presently expected to be in December, 2021, Silver Elephant will
have approximately 235 million common shares and 32 million
warrants and options issued and outstanding on the Record
Date.
Subject to applicable laws, the policies of and approval by the
Toronto Stock Exchange (the “TSX”),
the receipt of shareholder approval and court approval, and
satisfaction of other closing conditions, it is presently expected
that, pursuant to the Arrangement:
1.
each Silver Elephant share outstanding
on 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”);
and
2.
each Silver Elephant shareholder
(“Shareholder”)
will receive: one share of each of Flying Nickel and Nevada
Vanadium for every post-Consolidation ELEF Share by such
Shareholder on the Record Date; and two shares of Battery Royalties
for every post-Consolidation ELEF Share held by such Shareholder on
the Record Date.
Accordingly, upon completion of the Arrangement (including the
Consolidation), there will be approximately:
a.
23,500,000 ELEF Shares and 3,200,000 warrants and options of Silver
Elephant issued and outstanding;
b.
50,000,000 common shares in the capital
of Flying Nickel issued and outstanding (“Flying Nickel
Shares”);
c.
50,000,000 common shares in the capital
of Nevada Vanadium issued and outstanding
(“Nevada Vanadium
Shares”);
and
d.
80,000,000 common shares in the capital
of Battery Royalties issued and outstanding
(“Battery
Royalties Shares”);
Silver Elephant securityholders (common share, option, and warrant)
on the Record Date, assuming exercise of all warrants and options
of Silver Elephant will collectively directly hold
approximately:
a.
26,700,000 Flying Nickel Shares representing approximately 53.4% of
the Flying Nickel Shares issued and outstanding;
b.
26,700,000 Nevada Vanadium Shares representing approximately 53.4%
of the Nevada Vanadium Shares issued and outstanding;
and
c.
53,400,000 Battery Royalties Shares representing approximately
66.8% of the Battery Royalties Shares issued and
outstanding.
Any remaining Flying Nickel
Shares, and Nevada Vanadium Shares held directly by Silver Elephant
(upon completion of the prior distribution to Shareholders and
reservation of Flying Nickel and Nevada Vanadium Shares for
distribution upon exercise of warrants and options of Silver
Elephant) will be transferred to Battery Royalties as part of the
Arrangement.
Upon completion of the Arrangement, it is currently expected that
the Company and each SpinCo will focus on its corresponding core
business with:
1.
Silver Elephant holding a 100% interest in its Pulacayo silver and
El Triunfo gold-silver projects in Bolivia, and approximately
26,600,000 (representing 33.2% of) Battery Royalties Shares as a
long-term investment;
2.
Nevada Vanadium, holding a 100% interest in its Gibellini vanadium
project in Nevada;
3.
Flying Nickel, holding a 100% interest in its Minago nickel project
at Thompson nickel belt in Manitoba; and
4.
Battery Royalties, holding 2% royalties
of each of the assets referenced above and, approximately
23,300,000 (representing 46.6% of) Flying Nickel Shares and
23,300,000 (representing 46.6% of) Nevada Vanadium Shares
as a
long-term investment.
While the foregoing has been prepared on the basis that no
additional securities of each SpinCo will be issued, it is
presently expected that each SpinCo will complete a financing in
connection with the Arrangement to provide for working capital and
other corporate purposes. Further details on SpinCo financings will
be provided when available.
John Lee, Chairman of Silver Elephant states that “After the
spinout, green energy institutional fund managers, precious metals
fund managers, and royalty focused investors will be able to buy
nickel, vanadium, silver, or royalty company shares of their choice
from our plan. We also aim to list Flying Nickel, Nevada Vanadium,
and Battery Royalties on the TSX-Venture Exchange to facilitate
trading liquidity and support future business
expansion.”
There can be no assurance that the Arrangement will be completed on
the terms described herein or at all or that any of the SpinCos
will be listed on any stock exchange. Completion of the Arrangement
is subject to applicable laws, the policies of and approval by the
TSX, the receipt of shareholder approval and court approval, and
satisfaction of other closing conditions.
Subject to applicable laws, the policies of and approval by the TSX
and the receipt of court approval, the Company presently expects to
call a Shareholder meeting (“Meeting”)
to be held in early-to-mid December, 2021 to approve the
Arrangement. Further details regarding the Arrangement will be
contained in an information circular of the Company to be mailed to
Shareholders in early November.
About Silver Elephant
Silver Elephant Mining Corp. is a premier mining and exploration
company in silver, nickel, and vanadium.
Further information on Silver Elephant can be found at
www.silverelef.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. These forward‐looking statements,
may involve, but are not limited to, statements with respect to
future events or future performance, the completion and structure
of the Arrangement, anticipated shareholder, court and regulatory
approvals, the realization of the anticipated benefits deriving by
any entity from the Arrangement or from the Company’s or in
relation to any SpinCo’s assets or investments, the general
performance of the assets of the Company and any SpinCo, and the
results of exploration, development and production activities as
well as expansions projects relating to the properties of the
Company and/or any SpinCo and/or in which the Company and/or any
SpinCo will hold a royalty, stream or other interest. Such
forward-looking statements, which reflect management’s
expectations regarding the Company’s future growth, results
of operations, performance, and business prospects and
opportunities, are based on certain factors and assumptions,
including, without limitation, management’s perceptions of
historical trends; current conditions; expected future
developments; the ongoing operation of the properties of the
Company and/or any SpinCo and/or in which the Company and/or any
SpinCo will hold a royalty, stream or other interest by the
operators of such properties in a manner consistent with past
practice; the accuracy of public statements and disclosures made by
the operators of such underlying properties; no material adverse
change in the market price of the commodities that underlie the
asset portfolio; no adverse development in respect of any
significant property of the Company and/or any SpinCo and/or in
which the Company and/or any SpinCo will hold a royalty, stream or
other interest; the accuracy of expectations for the development of
underlying properties that are not yet in production; and the
absence of any other factors that could cause actions, events or
results to differ from those anticipated, estimated or intended,
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. Forward-looking statements are not guarantees of
performance.
These
factors should be considered carefully, and readers should not
place undue reliance on the Company’s forward-looking
statements. The Company 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 the Company 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.
For
additional information with respect to these and other factors and
assumptions underlying the forward‐looking statements
made in this press release, see the section entitled “Risk
Factors” in the most recent Annual Information Form of the
Company which is filed with the Canadian securities commissions and
available electronically under the Company’s issuer profile
on SEDAR at www.sedar.com and the Company’s Form 20-F annual
report for the year ended December 31, 2020 filed with the U.S.
Securities and Exchange Commission and available electronically
under the Company’s issuer profile on EDGAR at www.sec.gov.
The forward‐looking statements set
forth herein reflect the Company’s expectations as at the
date of this press release and are subject to change after such
date. The Company undertakes no obligation to publicly release 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 Arrangement 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.