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Silver Elephant’s Minago Reports 1.04 Billion Pounds Nickel Mineral Resource Grading 0.74% Nickel in Canada’s Thompson Nickel Belt

Silver Elephant Mining Corp. on July 6, 2021 announced the results of a new mineral resource estimate (“MRE”) for its 100% owned Minago Nickel Project (“Minago Project”) in Manitoba’s Thompson Nickel Belt (“TNB”) in Canada.

The mineral resource estimate (MRE) includes a Measured and Indicated mineral resource of 722 million lbs of contained nickel and an Inferred mineral resource of 319 million lbs of contained nickel. All resources occur within a mineral lease that is surrounded by 94 mineral claims plus a second mineral lease held by the Company, comprising a total area of 197 km2. The Minago Project has been the subject of over $40 million in exploration, feasibility study and environmental permitting expenditures by various previous interests since early 2000, the most recent of these being by Victory Nickel Inc.

The MRE was prepared by Mercator Geological Services Limited (“Mercator”). AGP Mining Consultants (“AGP”) provided pit optimization and associated services. Stantec Ltd. (“Stantec”) provided site visit and professional support on environmental permitting review.

Table 1: Minago Project Mineral Resource Estimate – Effective July 2, 2021

Type Ni % Cut-off Category Rounded Tonnes Ni % Ni lbs (millions)
Open Pit 0.25 Measured and Indicated 23,940,000 0.71 374.30
Inferred 2,070,000 0.57 26.01
Underground 0.5 Measured and Indicated 20,290,000 0.77 344.97
Inferred 17,480,000 0.76 292.88
Combined 0.25/0.50 Measured and Indicated 44,230,000 0.74 721.58
Inferred 19,550,000 0.74 318.94

 

See notes following Table 3

  1. Mineral resources were prepared in accordance with the CIM Definition Standards for Mineral Resources and Mineral Reserves (MRMR) (2014) and CIM MRMR Best Practice Guidelines (2019).
  2. Open Pit mineral resources are defined within an optimized pit shell with average pit slope angles of 45⁰ and overall 13.3:1 strip ratio (waste : mineralized material). The 13.3:1 strip ratio is comprised of a 6.2:1 pre-strip component and a 7.1:1 deposit component.
  3. Pit optimization parameters include: metal pricing at US$7.80/lb Ni, mining at US$1.77/t, processing at US$7.62/t processed, G&A at US$3.33/t processed, and an average sulphide Ni (NiS) recovery above the cut-off grade of 78% (ranging from 40% to 90%), based on previous metallurgical test programs. An average Ni recovery of 56% can be calculated using the average NiS recovery and the average ratio of NiS to Ni (72%) reported above the cut-off grade. Concentrate by-product credits were applied at metal prices of US$3.25/lb (Cu), US$2,000/oz Pd and US$ 1,000/oz Pt. A potential frac-sand overburden unit was assigned a value of US $20/t, a recovery factor of 68.8 %, mining cost of US $1.77/t, and processing cost of US $6.55/t processed.
  4. Mineral resources are not mineral reserves and do not have demonstrated economic viability.
  5. Mineral resource tonnages are rounded to the nearest 10,000

Minago Project 3D rendering video (2:03min)

 

Project Setting

The Minago Project is located in the southern extent of Manitoba’s TNB. Manitoba Provincial Highway 6 and a high-voltage (230 kV) transmission line both transect the Minago project area. Vale currently mines and produces nickel concentrates in Thompson at the heart of the TNB, 270 km northeast of the Minago project. Its nickel concentrates are shipped by rail to its Sudbury smelter for processing to refined nickel.

Metallurgical Program Results

SGS 2008 Metallurgical test program developed a sulphidic nickel head grade-recovery curve for use in pit optimization and economic assessment of the project. Flotation development tests and locked cycle tests (LCT) were conducted on a master composite of open pit mineralization samples having grades of 0.54% total Ni and 0.36% sulphidic Ni. Results of this work indicated that a nickel concentrate containing 22.27% Ni and 10.43% MgO can be produced with an equivalent sulphidic nickel recovery of 77.2% and a total nickel recovery of 52.3%.

Exploration Potential

The TNB is the fifth largest sulphide nickel belt in the world based on contained nickel endowment. It contains over 18 defined nickel deposits and has supported over 5 billion lbs of nickel production since 1959. Several producing and past-producing mines are located along the same fold-structure at Thompson, known as the Thompson Dome, and occur within a few kilometers of each other. The Thompson, Birchtree and Pipe mines have collectively produced 150 million tonnes grading 2.32% nickel since 1958. Vale’s Thompson operations produced 23Mlbs of Ni in 2020 (Vale Annual Report, 2020, dated March 23, 2021).

Minago has generally similar structural, geological and mineralogical characteristics as deposits located on the Thompson Dome to the north. Nickel mineralization defining the new MRE of the Minago Project remains open at depth and along strike.



Substantial volumes of nickel mineralization that are presently defined by drilling in the Nose Zone and North Limb Zone were excluded from the current MRE by the cut-off grades applied. The Company believes that some of this mineralization could be included in the MRE at higher nickel prices. The current optimized pit shell has a maximum depth of approximately 350 meters below surface.

Table 2: Minago Project MRE Sensitivity Study At Lower Cut-off – Effective July 2, 2021

Type Ni % Cut-off Category Tonnes (‘000) Ni % Nickel (‘000 lbs)
Open Pit 0.15 Measured and Indicated 33,750 0.59 438,995
Inferred 3,610 0.45 35,814
Underground 0.3 Measured and Indicated 31,910 0.65 457,271
Inferred 33,640 0.6 444,981
Combined 0.15/0.3 Measured and Indicated 65,660 0.62 897,483
Inferred 37,250 0.59 484,520

 

Regionally, historical drilling completed 5 km to the south of the Nose Zone (“South Target”), and 3 km to the northwest of the North Limb Zone (“O Limb Target”) by Amax Exploration from 1969 to 1971 encountered nickel mineralization similar in style to that at Minago. The Company believes that these two specific areas represent high priority targets for further exploration and potential resource expansion.

Environment Act License

In August 2011, the Minago Project achieved a major milestone when the Environment Act License (“EAL”) was issued by the province of Manitoba. The prior operator of the project subsequently filed a Notice of Alteration (NOA) to the EAL, in December 2013, related to relocation of the tailings management area to address First Nation concerns. Silver Elephant has re-engaged the Manitoba Government regarding the NOA status for the 10,000 tonne-per-day open-pit mining operation at Minago. The Agriculture and Resource Development Department (“ARDD”) has confirmed that the NOA can still be completed and the Company is currently working with ARDD to finalize the NOA approval, leading to issuance of an updated Environment Act License, which is expected by early 2022.

A socioeconomic assessment was conducted and the prior operator signed a Memorandum of Understanding (MOU) with First Nation groups in 2008. The Company is re-engaging the First Nations with traditional territories that include the project site to work toward renewal of the MOUs in 2021.

Several initiatives are being considered or taken to minimize the carbon footprint of potential future mining operation at Minago. For mining, the Company will examine the use of a fully electric mine fleet. For ore and waste processing, the crushing, milling and flotation processes would be powered by renewable hydroelectricity, which accounts for 97% of all electricity generation in Manitoba.

The Agriculture and Resource Development Department (“ARDD”) has expressed support for the Minago Project, which would supply much needed Class 1 high-purity nickel to make nickel-lithium batteries used in electric vehicles.

Company Remarks

The Company believes Minago has potential to support future production of Class 1, high-purity nickel for application in nickel-lithium batteries used in electric vehicles.

The Minago MRE demonstrates that the Minago Project is one of Canada’s largest undeveloped sulphide nickel deposits. In the next 12 months, the Company intends to carry out core drilling programs at Minago to expand existing mineral resources, address updating of environmental permitting established in 2011 to operate the project, and update historic Feasibility study.

 

The technical report supporting the MRE is at

https://www.silverelef.com/pdf/Minago_2021_Technical_Report.pdf

 

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About Silver Elephant

Silver Elephant Mining Corp. is a premier mining and exploration company in nickel, silver, and vanadium.

Further information on Silver Elephant can be found at www.silverelef.com

“John Lee”

Executive Chairman

jlee@silverelef.com www.silverelef.com

 

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 the Company’s future growth, results of operations, performance, and 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 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. 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.

Silver Elephant Announces Conversion of Flying Nickel’s FT Subscription Receipts

Vancouver, British Columbia, January 4, 2022 – 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 November 30, 2021 with respect to previously completed private placement (the “Flying Nickel Offering“) of flow-through subscription receipts of Silver Elephant’s wholly owned Flying Nickel Mining Corp. (“Flying Nickel“).

Gross proceeds of $1,534,176 were released from escrow to Flying Nickel upon converting an aggregate of 1,992,437 flow-through subscription receipts of Flying Nickel into 1,992,437 flow-through common shares of Flying Nickel at a price of $0.77 per share (the “Conversion”), pursuant to the subscription receipt agreement between Flying Nickel, Computershare Trust Company of Canada and Red Cloud Securities Inc.

In addition, the Company further confirms that proceeds of $7,065,823 from the issuance of 10,094,033 non-flow-through subscription receipts of Flying Nickel remain subject to escrow and will be released to Flying Nickel upon satisfaction of certain additional escrow release conditions, including receipt of final approval of the Supreme Court of British Columbia (court date scheduled for January 11, 2022), in connection with the Company’s previously announced plan of arrangement.

In connection with the Conversion, an aggregate of 119,546 broker warrants were issued to the agents for the Flying Nickel Offering. Each broker warrant entitles the holder to acquire one common share of Flying Nickel at an exercise price of $0.70 per common share until November 29, 2023.

For further information regarding the plan of arrangement, shareholders should review the Company’s prior news release and management information circular available at www.sedar.com and at www.silverelef.com.

The Company also announces that further to its press release dated February 9, 2021 and pursuant to the asset purchase agreement (the “APA”) dated January 21, 2021 between the Company and Victory Nickel Inc. (“VN”), the Company issued 4,607,180 common shares in the capital of the Company (“Shares”) at a deemed price per Share of $0.277914 to VN on December 30, 2021 in satisfaction of the Company’s obligation to issue US$1,000,000 in Shares to VN by no later than December 31, 2021.

The Company further confirms that pursuant to the APA, 10,081,502 Shares at a deemed price per Share of $0.2503 were issued to VN on August 31, 2021, in satisfaction of the Company’s obligation to issue US$2,000,000 in Shares by no later than August 31, 2021.

There are no further payments to VN under the APA unless the price of nickel exceeds US$10 per pound for 30 consecutive business days before December 31, 2023, upon which Silver Elephant will issue VN an additional $2,000,000 in Silver Elephant common shares.

Silver Elephant Receives Shareholder Approval of Plan of Arrangement

 Vancouver, British Columbia, December 23, 2021 – Silver Elephant Mining Corp. (“Silver Elephant”, or the “Company”) (TSX: ELEF, OTCQX: SILEF, Frankfurt: 1P2N) is pleased to report that all proposed resolutions were approved at the Company’s special general meeting of shareholders held on December 22, 2021 (the “Meeting”). Voting results were as follows:

MATTERS VOTED UPON VOTING RESULTS(1)
Votes in Favour Votes Against Abstained or
Non Voted
1. Approval of a special resolution regarding an arrangement under section 288 of the Business Corporations Act (British Columbia), as more particularly set forth in the management information circular for the Meeting (the “Circular”) 29,999,276 (99.44%) 168,752 (0.56%) 0
2. Approval of an ordinary resolution approving the incentive plan for SpinCo 1, as more particularly set forth in the Circular. 29,423,670 (97.53%) 744,358 (2.47%) 0
3. Approval of an ordinary resolution approving the incentive plan for SpinCo 2, as more particularly set forth in the Circular. 29,694,747 (98.43%) 473,281 (1.57%) 0
4. Approval of an ordinary resolution approving the incentive plan for SpinCo 3, as more particularly set forth in the Circular. 29,417,669 (97.51%) 750,359 (2.49%) 0
5. Approval of an ordinary resolution of disinterested shareholders approving the SpinCo 1 Financing, as more particularly set forth in the Circular  (2) 24,973,370 (82.78%) 461,858 (1.53%) 4,732,800 (15.69%)

Notes
(1)     A total of 150 shareholders were present in person or by proxy representing 30,168,028 shares at the Meeting.
(2)     A total of 4,732,800 common shares held by interested shareholders were excluded from voting on the resolution.

On January 11, 2022, the Company will seek a final order from the Supreme Court of British Columbia approving the plan of arrangement, with a record date to be set right after the court approval in or around mid January (the “Record Date”).

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.

Each Silver Elephant shareholder will receive: one share of each of Flying Nickel Mining Corp. (Spinco 1) and Nevada Vanadium Mining Corp. (Spinco 2), and two shares of Battery Metals Royalties Corp. (Spinco 3) for every post-consolidation ELEF Share held by such shareholder on the Record Date.

Shareholders should review the Company’s management information circular and letter of transmittal available at www.sedar.com and at www.silverelef.com for more information regarding the plan of arrangement.

Silver Elephant’s Flying Nickel Spinout Appoints Management and Directors

Vancouver, British Columbia, December 7, 2021 – Silver Elephant Mining Corp. (“Silver Elephant” or “the Company”) (TSX:ELEF, OTCQX:SILEF, Frankfurt:1P2N) announces the following management and director appointments to the Company’s proposed spinout, Flying Nickel Mining Corp. (“Flying Nickel”). Flying Nickel is well financed having completed its recent $8.6 million equity offering and has applied with TSX Venture Exchange to list its common shares as soon as practicably possible.

Dan Oosterman, CEO of Flying Nickel remarks:

“Our experienced exploration, environmental, operational, and M&A executives will strive to advance the Minago project and take Flying Nickel to great heights in the Canadian nickel space.”

Management:

Danniel Oosterman, P. Geo: Chief Executive Officer

Based in Toronto, Danniel Oosterman began his career with Falconbridge and Inco (now Vale) and has been in mining and exploration for over 20 years. At Inco he was part of the exploration team that drilled the T-3 underground nickel deposit at Thompson. Mr. Oosterman is a highly experienced field geologist. He has successfully managed multi-million-dollar drilling programs in challenging weather­ and altitude conditions in northern Canada, the Western Cordillera, and the Bolivian Andes.

Mr. Oosterman holds a B.Sc. (Hons) in geology from Laurentian University and is a member of the Professional Geoscientists of Ontario. He is a Qualified Person as defined in NI 43–101.

Rob Van Drunen: Chief Operating Officer

Robert Van Drunen, who is based in Thompson, Manitoba, has over 30 years of experience in mining with Vale and Inco, progressing through his career with increasing levels of responsibility, including Mine Manager and most recently Senior Project Manager of the Thompson Operation. In the latter role, he led multi-disciplinary teams in all aspects of mining, including operations, maintenance, exploration, procurement, supply chain management, and contract management.

Mr. Van Drunen holds a Masters Certificate in Project Management from York University (Schulich School of Business) and the University of Winnipeg. He specializes in process improvement and cost control, as well as having an award winning track record for zero-harm safety culture. Mr. Van Drunen is also the Chief Operating Officer of Silver Elephant Mining Corp.

Sam Yik, CPA, CA: Chief Financial Officer

Samuel Yik is a Chartered Professional Accountant based in Vancouver, British Columbia. 

Mr. Yik has a Bachelor of Commerce degree from the University of British Columbia, and obtained his CA designation while articling with KPMG. 

Mr. Yik spent over 11 years with Methanex Corporation (TSX: MX, Nasdaq: MEOH), the world’s largest producer and supplier of methanol to major international markets in North America, Asia Pacific, Europe and South America, in various financial and commercial roles with increasing responsibilities. In addition, Mr. Yik brings over 10 years of CFO experience with publicly listed resource companies on the TSX and TSXV and hands on management experience in jurisdictions including Asia, Europe, Australasia, Africa, and the Americas.

Ryan Coombes: Chief Legal Officer

Ryan Coombes has over 15 years of experience in the mining industry.  He started his legal career at McCarthy Tetrault and subsequently took on roles of increasing responsibility with Kinross Gold, BHP, Ausenco and most recently as Deputy General Counsel for Eldorado Gold.

Mr. Coombes holds a Juris Doctor from the University of Ottawa, as well as a Master of Arts from Carleton University and a Bachelor of Arts from the University of Saskatchewan. 

Along with a general focus on corporate and commercial law, Mr. Coombes has a keen mining interest and has been involved in all phases of mining development including: exploration, project finance and construction, mine operations and reclamation.  Mr. Coombes has worked in multiple jurisdictions, including West Africa, Latin America, Greece, Turkey, Russia, Australia, and North America. Mr. Coombes will be responsible for the overall legal affairs of both Flying Nickel and Silver Elephant.

Doug Ramsey, M.Sc., R.P.Bio: Environmental Manager

Doug Ramsey is a Registered Professional Biologist in British Columbia, with four decades of experience in the areas of environmental assessment, permitting, and indigenous consultations in the mining sector. In Manitoba, Mr. Ramsey led the environmental monitoring and permitting at the Tanco mine for 12 years, and acted as the lead Technical Director for the Sherridon orphaned mine site reclamation project.

Over his career, Mr. Ramsey’s practice has included clients such as Inco, Falconbridge, Kinross, Barrick, Spanish Mountain Gold, Environment Canada, and Fisheries and Oceans Canada, as well as numerous First Nations in Manitoba as well as in Ontario, Quebec, and British Columbia.

Mr. Ramsey is regularly called upon to present scientific information to indigenous stakeholders and has made presentations on environmental and reclamation issues at various mining conferences.

Flora Lo: Corporate Secretary  
Ms. Lo is an experienced corporate secretary specializing in corporate governance, regulatory compliance and legal affairs management for TSX, TSXV and NYSE listed natural resource companies.  Prior to immigrating to Canada, Ms. Lo worked as Government Counsel at the Department of Justice in Hong Kong, and as a solicitor in the Civil & Commercial Litigation Division at various local and international law firms. Ms. Lo graduated from the University of London with a Master of Laws in commercial and corporate law.  She has a Bachelor of Arts in Geography and Economics from the University of Hong Kong.

David Gower, P Geo: Advisor

David Gower has 20 years’ experience in nickel exploration with Falconbridge (now Glencore), most recently as Director of Global Nickel and PGM exploration. While at Falconbridge, he led exploration teams to brownfield discoveries at Raglan, Sudbury, Matagami, Falcondo and greenfield discoveries at Araguaia in Brazil, Kabanga in Tanzania, and Amazonas, Brazil.

Mr. Gower is currently the CEO of Emerita Resources Corp. For the past 10 years he has held executive and director positions with several junior and mid-sized mining companies. Mr. Gower will advise on Minago and regional nickel exploration at Thompson nickel belt.

Peter C. Lightfoot P.Geo, PhD: Advisor

During a 20-year career as a geologist with Inco and Vale Dr. Lightfoot was responsible for nickel exploration at Voisey’s Bay, Sudbury and Carajas. Peter was also involved in project generation, evaluation and technical support in Canada, Greenland, Scandinavia, Finland, China, India, Australia, Brazil, Angola, South Africa and the United States.

Dr. Lightfoot is currently an Adjunct Professor at the University of Western Ontario. In 2016, Peter published the first comprehensive textbook on the Ni-Cu-precious metal ore deposits of the Sudbury Igneous Complex. Peter received his B.A. in Earth Sciences from Oxford in 1980, his M.Sc. degree from the University of Toronto in 1982 and his PhD from the Open University (U.K.) in 1985. He completed post-doctoral studies at the University of Toronto and undertook extensive research on the geology and geochemistry of the Noril’sk ore deposits during his tenure as an Adjunct Professor.

Harald Batista: Advisor

 Based in Brazil and California, Harald Batista is the son of the honorable Eliezer Batista (1924–2018), the founder and former president of CVRD (now Vale). With extensive network and fluency in Portuguese, German, English, and Spanish, Mr. Batista will advise on Flying Nickel’s Mergers and Acquisitions (M&A) strategy.

Directors:

 John Lee, CFA: Executive Chairman

Mr. Lee specializes in M&A and has raised over $130 million for junior miners listed on the Toronto Stock Exchange and TSX Venture Exchange since 2009. Mr. Lee led the Minago acquisition by Silver Elephant Mining Corp. in February 2021 and later architected Silver Elephant’s proposed spinout of Flying Nickel to operate Minago. In addition, Mr. Lee led Silver Elephant in acquiring the Pulacayo silver project, Gibellini vanadium project, Ulaan Ovoo coal project in the past 10 years. Mr. Lee graduated from Rice University with bachelor’s degrees in Economics (BA) and in Engineering (BSc).

Mark Scott: Director

 Mark Scott has had a distinguished 20-year career with Vale, Inco and Noranda. His past roles include: Vice President & Head of Manitoba Operations, Vale Canada Ltd.; Director Mining & Milling, Vale Manitoba Operations; Manager, Thompson Nickel Refinery; General Manager, Human Resources & Sustainability; President & Board Chair, Mining Association of Manitoba Inc.

Mr. Scott is currently President & CEO of Sassy Resources Corporation. He holds a Bachelor of Arts from Dalhousie University, a Master of Industrial Relations from the University of Toronto, and a Masters Certificate in Project Management from York University (Schulich School of Business) and the University of Winnipeg. He brings to the Minago operation a wealth of experience in mining, processing & exploration, strategic planning, projects, and business & organizational development.

Masa Igata: Director

 Mr. Igata has more than 35 years’ experience in Asian financial markets. Previously until 2004, he was the Managing Director at Salomon Brother (later renamed as Nikko Citigroup) for more than a decade. Mr. Igata has extensive network contacts with Japanese commodity trading companies and advises resource companies on cross-border capital raising. Mr. Igata received his Graduate of Law from Kyoto University and is a member of the Securities Analysts Association of Japan.

About the Minago Project

The Minago Project is located in the southern part of Manitoba’s Thompson Nickel Belt (“TNB”), which is the fifth largest sulphide nickel belt in the world based on contained nickel endowment, containing over 18 nickel deposits and over 5 billion lbs of nickel production since 1959. (Naldrett, A.J., 2004, Magmatic Sulfide Deposits; Geology, Geochemistry and Exploration: Springer-Verlag, Berlin, 725 p.).

On July 6, 2021, Silver Elephant announced Mineral Resource Estimate for Minago prepared by Mercator and AGP with an effective date of July 2, 2021 that includes a Measured and Indicated Mineral Resource of 722 million lbs of nickel, and an Inferred Mineral Resource of 319 million lbs of nickel at an average grade of 0.74% nickel. The Minago Project has received over $40 million in investment since early 2000.

Manitoba Provincial Highway 6 and a high-voltage (230 kV) transmission line both transect the Minago project. Minago has been demonstrated to produce a 22.3% nickel concentrate based on representative feed of 0.54% nickel through extensive metallurgical testing by SGS. Vale currently produces nickel concentrates in Thompson at the heart of the TNB, 270 km northeast of the Minago project. Its nickel concentrates are shipped to its Sudbury smelter for processing to refined nickel.

In 2011, the Environmental Act License submitted by Victory nickel for a 10,000-tonnes-per-day open-pit operation at Minago was approved by the Manitoba government. Flying nickel will provide an update on the Environmental Act License in early 2022.

Qualified Persons

The technical contents of this news release have been prepared under the supervision of Danniel Oosterman, the CEO for Flying Nickel. Mr. Oosterman is not independent of the Company as this term is defined under NI 43-101.

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

Silver Elephant’s Flying Nickel Spinout has Upsized its Private Placement to $8.6 Million including a $2.975 Million Lead Order From Strategic Investor

Not for distribution to United States Newswire Services or for dissemination in the United States

Vancouver, British Columbia, November 19, 2021 – Silver Elephant Mining Corp. (“Silver Elephant”, or the “Company”) (TSX: ELEF, OTCQX: SILEF, Frankfurt: 1P2N) is pleased to announce that its wholly owned subsidiary, Flying Nickel Mining Corp. (“Flying Nickel”) has increased the size of its private placement announced on October 26, 2021 (the “Flying Nickel Offering”) from $7.0 million to a maximum of $8.6 million.  Under the upsized Flying Nickel Offering, Flying Nickel will sell a combination of 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 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., are acting as agents (the “Agents”) under the Offering.

Blackstone Minerals Limited (“Blackstone”), an ASX-listed integrated battery metals processing company with operations in Vietnam, has agreed to make a $2,975,000 strategic investment in the Flying Nickel Offering by purchasing 4,250,000 Non-FT Subscription Receipts. Upon the closing of the Flying Nickel Offering and the satisfaction of certain escrow release conditions, Blackstone is estimated to own 6.85% of the outstanding common shares of Flying Nickel and 9.5% of Flying Nickel shares on a fully diluted basis.

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 that date which is 24 months after the date of issuance of the Units.

The Escrow Release Conditions amongst others include the approval of the plan of arrangement for the transfer of the Minago Nickel Project in Manitoba into Flying Nickel (the “Arrangement”) by Silver Elephant shareholders, and the Toronto Stock Exchange. The Arrangement is scheduled for Silver Elephant shareholder vote in December 2021. It is expected that Flying Nickel will list its common shares on the TSX Venture Exchange shortly thereafter.

The proceeds of the Flying Nickel Offering will be kept in escrow and not released to Flying Nickel unless the Escrow Release Conditions are satisfied by the deadline provided in the terms of the subscription receipt agreement that will govern the Offered Securities. Following the satisfaction of the Escrow Release Conditions, the net proceeds of the Flying Nickel Offering will be used for the exploration and advancement of the Minago Nickel Project as well as for general working capital purposes. The Flying Nickel Offering is scheduled to close on or around November 24, 2021 and is subject to TSX approval.

$ = Canadian Dollars

Silver Elephant Announces Private Placement by Flying Nickel Mining Corp. for Proceeds of up to $7.0 Million

Not for distribution to United States Newswire Services or for dissemination in the United States

Vancouver, British Columbia, October 26, 2021 – Silver Elephant Mining Corp. (“Silver Elephant”, or the “Company”) (TSX: ELEF, OTCQX:SILEF, Frankfurt:1P2N) is pleased to announce that further to its press releases on August 26 and September 23 2021 regarding the creation and planned spin-out of its 100% owned  Minago Nickel Project in Manitoba to form Flying Nickel Mining Corp. (“Flying Nickel”), Silver Elephant has entered into an agreement with Red Cloud Securities Inc. (“Red Cloud”) to act as lead agent and sole bookrunner on behalf of a syndicate of agents, including Canaccord Genuity Corp. (collectively with Red Cloud, the “Agents”) in connection with a fully marketed private placement (the “Flying Nickel Offering”) for gross proceeds of up to $7,000,000 from the sale of the following:

  • up to 5,000,000 subscription receipts of Flying Nickel (each, a “Non-FT Subscription Receipt”) at a price of $0.70 per Non-FT Subscription Receipt for gross proceeds of up to $3,500,000 from the sale of Non-FT Subscription Receipts; and
  • flow-through eligible subscription receipts of Flying Nickel (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.

The Agents will have the option, exercisable in full or in part up to 48 hours prior to the closing of the Flying Nickel Offering, to sell up to an additional $1,000,000 in Offered Securities at their respective offering prices.

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 that date which is 24 months after the date of issuance of the Units.

The Escrow Release Conditions include

  1. The completion of the arrangement for the transfer of the Minago Nickel Project in Manitoba into Flying Nickel (the “Arrangement”), which is subject to Silver Elephant shareholder, court and regulatory approvals;
  2. The distribution of the Unit Shares, FT Shares and Warrants underlying the Offered Securities being exempt from applicable prospectus and registration requirements of applicable securities laws.

Following the completion of the Arrangement scheduled in December 2021, it is expected that Flying Nickel will list its common shares on the TSX Venture Exchange shortly thereafter. 

It is presently expected that there shall be approximately 50,000,000 Flying Nickel shares issued and outstanding upon completion of the Arrangement and immediately prior to the conversion of subscription receipts into common shares.

The proceeds of the Flying Nickel Offering will be kept in escrow and not released to Flying Nickel unless the Escrow Release Conditions are satisfied by the deadline provided in the terms of the subscription receipt agreement that will govern the Offered Securities. Following the satisfaction of the Escrow Release Conditions, the net proceeds of the Flying Nickel Offering will be used for the exploration and advancement of the Minago Nickel Project as well as for general working capital purposes. The Flying Nickel Offering is scheduled to close on or around November 17, 2021 and is subject to TSX approval.

All dollar values are expressed in Canadian dollars

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:

  1. 23,500,000 ELEF Shares and 3,200,000 warrants and options of Silver Elephant issued and outstanding;
  2. 50,000,000 common shares in the capital of Flying Nickel issued and outstanding (“Flying Nickel Shares”);
  3. 50,000,000 common shares in the capital of Nevada Vanadium issued and outstanding (“Nevada Vanadium Shares”); and
  4. 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:

  1. 26,700,000 Flying Nickel Shares representing approximately 53.4% of the Flying Nickel Shares issued and outstanding;
  2. 26,700,000 Nevada Vanadium Shares representing approximately 53.4% of the Nevada Vanadium Shares issued and outstanding; and
  3. 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.

Silver Elephant Announces Execution of Plan of Arrangement and
Spin-Out of Nickel and Vanadium Assets

August 26, 2021 – Silver Elephant Mining Corp. (“Silver Elephant” or “the Company”) (TSX: ELEF, OTCQX:SILEF, Frankfurt:1P2N) announces that it has executed a plan of arrangement pursuant to which, it shall spin-out its Manitoba based Minago Nickel project (“Minago”), its Nevada based Gibellini Vanadium project (“Gibellini”), and Battery Metals Royalties each into its own entity (each a “SpinCo”). In connection with the Arrangement, the Company shall distribute shares of each SpinCo to the Company’s shareholders (“Shareholders”).

Pursuant to the Arrangement, it is currently expected that each Shareholder will receive one share of the Minago SpinCo, one share of the Gibellini SpinCo, and two Battery Metals Royalties SpinCo shares for every share of Silver Elephant held by such Shareholder on the record date scheduled in December subject to receipt of required Shareholder, court, regulatory, Toronto Stock Exchange and other approvals and satisfaction of other closing conditions.

Further Details on the Plan of Arrangement

Subject to adjustment, it is presently expected that following completion of the Arrangement, Silver Elephant securityholders (common share, option, and warrant) on the Record Date shall, assuming exercise of all convertible securities (warrants and options) of Silver Elephant in accordance with their terms, collectively hold approximately 55% of the shares of the Minago SpinCo, 55% of the shares of the Gibellini SpinCo, and 70% of the shares of the Battery Metals Royalties SpinCo.

The remaining non-escrowed Minago SpinCo shares (approximately 45%), and Gibellini SpinCo (approximately 45%) held by Silver Elephant will be transferred to Battery Metals Royalties in connection with the completion of the Arrangement.

All amounts referenced herein are estimates and may be subject to adjustment for changes to the capitalization of Silver Elephant securities prior to the Record Date. As of August 25, 2021, Silver Elephant has 209,477,539 shares and 26,300,250 warrants and options issued and outstanding.

Business Description

Upon completion of the Arrangement, it is presently expected that:

  1. Silver Elephant will hold the Pulacayo silver and El Triunfo gold-silver projects in Bolivia, and approximately 30% of the issued and outstanding Battery Metals Royalty shares as a long-term investment.
  2. Gibellini SpinCo will hold the Gibellini vanadium project in Nevada.
  3. Minago SpinCo will hold the Minago nickel project at Thompson nickel belt in Manitoba.
  4. Battery Metals Royalties will hold 2% royalties of all the assets referenced above and, subject to adjustment, approximately 45% of outstanding Gibellini SpinCo and Minago SpinCo shares as long-term investments.

Please refer to the Company’s press release dated August 26, 2021, regarding the details of the Battery Metals Royalties 2% royalties.

Silver Elephant Announces Creation of New Royalty Focused
Subsidiary and Grant of 2% Royalty of Company’s Mining Projects

August 26, 2021 Silver Elephant Mining Corp. announced that it has entered into 2% royalty agreements (the “Royalty Agreements”) whereby the Company now holds a 2% royalty over each of the Company’s key projects (the “Royalties”), and, in connection with the previously announced spin-out and plan of arrangement of the Company (the “Arrangement”), such Royalties will be transferred into a newly incorporated wholly-owned subsidiary of the Company named Battery Metals Royalties Corp. (“Battery Metals Royalties”).

Pursuant to the Royalty Agreements and in connection with the Arrangement, Silver Elephant and its subsidiaries shall place the Royalties, which primarily consists of 2% net smelter return royalty over the Company’s Minago nickel project, 2% royalty over the Company’s Gibellini vanadium project, and 2% net smelter return royalty over the Company’s Pulacayo silver project, into Battery Metals Royalties.

In all but one case, the Royalties are payable to Battery Metals Royalties only when the price of the underlying metal in the mining project has been reached (“Threshold Prices”). The Threshold Prices have been set well above current metal prices by design to minimize the Royalties’ impact on future mine construction decisions.

Project, all 100% Country 43-101 Resource (1) Royalty Payment,
Threshold Price (8)
Minago Nickel Manitoba,
Canada
722 million lbs Ni (I) (2)
319 million lbs Ni (Inf) (2)
2%
when Nickel is over $15/lb
Gibellini Vanadium Nevada,
USA
131 million lbs V2O5 (M&I) (3)
94 million lbs V2O5 (Inf) (3)
2%
when V2O5 is over $12/lb
Pulacayo Silver-Lead-Zinc Potosi,
Bolivia
107million oz Ag (I) (4)
1,410 million lbs Zn (I) (4)
690 million lbs Pb (I) (4)
2%
when Silver is over $30/oz
El Triunfo Gold-Silver Bolivia N/A 2%
when Silver is over $30/oz
Titan Iron Vanadium Canada 434 million lbs V2O5 (Inf) (5) 2%
when V2O5 is over $12/lb
Ulaan Ovoo Coal
Chandgana Coal
Mongolia 20.7 million tonnes (Proven) (6)
124 million tonnes (Measured) (7)
$2 per tonne of coal sold
no Threshold Price
  1. Measured (M) Indicated (I), Inferred (Inf)
  2. Minago resource completed by Mercator Technical Services and AGP Mining Consultant, refer to news release dated July 6th, 2021.
  3. Gibellini resource completed by Wood, Plc, refer to news release dated May 29th, 2018.
  4. Pulacayo resource completed by Mercator Geotechnical Services refer to news release dated October 13th, 2020.
  5. Titan resource completed by Mine Development Associates refer to news release dated November 8, 2017
  6. Ulaan Ovoo resource completed by Wardrop refer to news release dated December 16, 2010
  7. Chandgana resource completed by John T. Boyd Company refer to news April 3, 2014
  8. Dollars valued in USD

It is expected that upon completion of the Arrangement, Battery Metals Royalties will be managed by John Lee, CFA. Mr. Lee has over 20 years of experience in metals and mining. Battery Metals Royalties will focus on mining investments in nickel, vanadium, silver, copper, and gold, and seek to leverage Mr. Lee’s extensive network to locate opportunities before they become mainstream.

In the past decade, Mr. Lee visited well over 50 mining projects around the world and led Silver Elephant in the acquisition of over 15 mining properties in Canada, US, Bolivia, and Asia. Mr. Lee has helped raised over $120 million in equity financings for Silver Elephant, a skill which he will apply to grow Battery Metal Royalties.

 

 



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