Trion Battery Technologies and Reocito Capital Announce Binding Letter Agreement for Proposed Business Combination

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TORONTO, Jan. 15, 2024 /CNW/ - Trion Battery Technologies Inc. ("Trion Battery") and Reocito Capital Inc. ("Reocito" or the "Company") are pleased to announce that they have entered into a binding letter agreement (the "Letter Agreement") dated January 9, 2024, pursuant to which Reocito will acquire all of the issued and outstanding equity securities of Trion Battery (the "Transaction"). The arm's length Transaction is expected to constitute a reverse takeover of Reocito that would facilitate the completion of a go-public transaction for the resulting entity. The final structure and terms of the Transaction have not yet been finalized and further details will be announced at a later date upon Reocito and Trion Battery entering into a definitive agreement regarding the Transaction.

"Trion Battery is very pleased to announce that we've entered into a binding Letter Agreement with Reocito. This pathway will provide us with greater access to capital through the public markets, which is required to meet growing demand for our products (both batteries and silicon) and realize our full growth potential. We're also very pleased to be working with the principals of Reocito to implement the Letter Agreement, who each bring strong track-records and outstanding experience to our execution team." said Timothy Mayne, CEO of Trion Battery.

Trion Battery is a private company existing under the Business Corporations Act (British Columbia) and its head office is located at Suite 280, 1414 8^th Street SW, Calgary AB, T2R 1J6. Trion Battery is an emerging global leader in next-generation silicon solutions and commercial battery production. Trion Battery is the only early-stage battery materials company with large-scale battery production ?capabilities as well as next-generation proprietary battery technology. Trion Battery's wholly owned German subsidiary, Liacon GmbH ("Liacon"), owns one of the largest battery manufacturing plants in operation in Europe today. Liacon's proprietary high-power batteries are disruptive to global power battery markets (such as truck starting and backup power) that cannot utilize EV batteries to meet their requirements. Trion Battery's ground-breaking ?silicon technology delivers a step-change improvement to lithium-ion battery energy storage ?capacity and cycle-life, delivering performance that's unprecedented for silicon today. Higher energy ?storage capacity delivers increased range for electric vehicles, or longer runtime for electronic devices ?such as smart phones. Trion Battery's silicon is a drop-in solution for battery manufacturers today, and is ?produced with metallurgical grade silicon and other abundant materials without the use of silane ?gas. For more information, visit www.trionbattery.com.

Trion Battery currently has 79,438,334 common shares ("Trion Battery Common Shares") issued and outstanding and a fully diluted capital structure of 129,341,790 Trion Battery Common Shares, which includes special shares, convertible debentures, options and warrants. 

Prior to the closing of the Transaction, Trion Battery intends to complete additional financings (collectively, the "Trion Financings"), as described below.

• Trion Battery intends to complete one or more private placements for gross proceeds of up to $20 million of convertible debentures or subscription receipts (collectively, the "Initial Trion Financing").
• Trion Battery intends to complete a private placement for gross proceeds of $5 million (which amount can be increased or decreased at the discretion of Trion Battery) of units or subscription receipts (collectively, the "Trion Unit Financing").

Reocito currently has 87,833,333 class "A" shares ("Reocito Shares") issued and outstanding, which will be substantially reduced in accordance with the Consolidation (as defined below), and no other securities issued and outstanding.

Prior to the closing of the Transaction, Reocito may complete a private placement to raise aggregate gross proceeds of up to $100,000.

The Transaction is expected to be completed by way of a three-cornered amalgamation, share purchase, share exchange or alternate transaction to be determined with input from the legal and tax advisors to each of Reocito and Trion Battery, which will result in Trion Battery becoming a wholly-owned subsidiary of Reocito.

Upon the satisfaction or waiver of the conditions set out in the definitive transaction agreement to be entered into by Reocito and Trion Battery (the "Definitive Agreement"), the following, among other things, will be completed in connection with the Transaction:

a)  Reocito will consolidate the issued and outstanding Reocito Shares (the "Consolidation"), on a basis to be determined prior to closing of the Transaction based on the Trion Financings;

b)  Reocito will change its name (the "Name Change") to such name as determined by Trion Battery in its sole discretion, in compliance with applicable law;

c)  Reocito will issue post-Consolidation Reocito Shares to the former holders of Trion Battery Common Shares, on the basis of one (1) post-Consolidation Reocito Share for every outstanding Trion Battery Common Share (including those issued or issuable pursuant to the Trion Financings); and

d)  the management and board of directors of Reocito following the closing of the Transaction (the "Resulting Issuer") will be determined in the sole discretion of Trion and will be announced in further press releases.

Completion of the Transaction is subject to the satisfaction of customary closing conditions, including: (i) the satisfactory completion of due diligence by Trion Battery; (ii) Trion Battery shall have raised a minimum of $5 million pursuant to a financing or financings; (iii) receipt of all required approvals and consents relating to the Transaction, including without limitation, any required approvals of the shareholders of Reocito and Trion Battery, and other approvals under applicable corporate or securities laws; (iv) completion of the Consolidation and Name Change; and (v) the conditional approval for the listing of the shares of the Resulting Issuer on the TSX Venture Exchange, the Toronto Stock Exchange or the Canadian Securities Exchange. The Letter Agreement may also be terminated upon the occurrence of certain customary events that are substantially consistent with the closing conditions. 

At the time that a Definitive Agreement is executed, Reocito will issue a subsequent press release containing details of the Definitive Agreement and additional terms of the Transaction.

For further information please contact:

Trion Battery Technologies Inc.
Timothy Mayne, CEO
[email protected]

Reocito Capital Inc.
Greg Wilson, CEO
[email protected]

All information in this press release relating to Trion Battery has been provided by Trion Battery and is the sole responsibility of Trion Battery.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law and may not be offered or sold in the "United States", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction, the Name Change and Consolidation, the Trion Financings, and the proposed directors and officers of the Resulting Issuer. The information about Trion Battery contained in the press release has not been independently verified by Reocito. Although Reocito believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because Reocito can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction, the Name Change and Consolidation, the Trion Financings, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions, that the ultimate terms of the Transaction, the Trion Financings, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will differ from those that currently are contemplated, and that the Transaction, the Name Change and Consolidation, the Trion Financings, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The terms and conditions of the Transaction may change based on Trion Battery's due diligence and the receipt of tax, corporate and securities law advice for both Reocito and Trion Battery. The statements in this press release are made as of the date of this press release. Reocito undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of Reocito, Trion Battery, their securities, or their respective financial or operating results (as applicable). There can be no assurance that the Transaction will be completed or, if completed, will be successful.

SOURCE Trion Battery Technologies Inc