Lomiko Shareholders Get Sept. 23 Vote on $0.13 Cash Buyout

Lomiko Metals Inc. (TSX-V: LMR, OTC: LMRMF, FSE: DH8C) said it has received an interim order from the Supreme Court of British Columbia and is mailing its management information circular for a September 23, 2026 special meeting at which securityholders will vote on an all-cash plan of arrangement under which Global Battery Materials Corp. would acquire all outstanding shares for $0.13 each.

Lomiko Metals Inc. (OTC: LMRMF), which also trades as LMR on the TSX Venture Exchange and DH8C in Frankfurt, has cleared the first procedural hurdle in its sale to Global Battery Materials Corp. The company said it has received an interim order from the Supreme Court of British Columbia and has filed and begun mailing its management information circular and related materials for a special meeting of shareholders and warrant holders set for September 23, 2026.

The vote is on a plan of arrangement under the Business Corporations Act (British Columbia). If securityholders and, subsequently, the court approve it, Global Battery Materials Corp. — referred to in the deal documents as the Purchaser or GBM — will acquire all of Lomiko's outstanding common shares in an all-cash transaction at $0.13 per share, on the terms of an arrangement agreement dated July 27, 2026.

What the interim order actually does

An interim order is not an endorsement of the price. Under British Columbia's statutory arrangement process, a target company must go to court twice: once before the meeting, for authorization to call and hold it and to fix procedural matters such as who votes, what approval thresholds apply and how dissent rights are exercised; and once after, for a final order confirming that the transaction is fair and reasonable. Lomiko has now taken the first step. The circular is the document that carries the board's recommendation, the required approval levels and the risks of the deal not closing, which is why the mailing date matters as much as the meeting date.

Including warrant holders in the meeting alongside common shareholders is a detail worth noting. Where warrants are outstanding, an arrangement typically has to deal with them explicitly rather than leave them dangling against a company that no longer trades publicly, and holders are often given a say in the plan that governs their treatment.

The gap between the offer and the tape

The market has not marked Lomiko up to the deal price. The OTC line, LMRMF, last traded at 0.09 as of the close on Friday, August 28, 2026, down 0.57% on the day, with the day's range flat at 0.09 through the session, according to licensed market data. The quoted OTC price is thin and the currency of the quote is not specified in that feed, while the arrangement consideration of $0.13 per share is the figure stated in the deal documents — so the two should not be treated as a clean apples-to-apples spread.

Taken at face value and ignoring that currency caveat, the difference between a 0.09 last trade and a 0.13 offer would be 0.04 per share, or roughly 44% — an illustrative calculation, not a reported spread. A discount that wide in a signed, court-supervised, all-cash deal usually says one of three things: the security is too illiquid for arbitrage capital to bother closing the gap; investors are pricing real doubt about the vote or the closing conditions; or the OTC quote simply lags the primary TSX-V market where most of the volume sits. For a microcap battery-metals name, the first and third explanations are the most common.

Practically, that means holders on the U.S. over-the-counter line should be reading the circular for the mechanics of how they receive cash, and for the timetable, rather than trying to infer the odds of completion from a stale quote.

Where this sits in the battery-metals cycle

Lomiko has been known to investors as a graphite-focused explorer in Quebec, and graphite is the anode side of the lithium-ion battery — the part of the supply chain that Western governments have spent recent years trying to pull out of Chinese hands. That strategic framing has not translated into equity value for junior developers. All-cash takeouts at pennies per share are the visible end of a long funding drought: exploration-stage companies with no revenue have found the equity window narrow and expensive, and consolidation into better-capitalized vehicles has become the practical alternative to repeated dilutive financings.

Global Battery Materials Corp. is the acquiring vehicle here, and an all-cash structure means Lomiko holders are not being asked to take paper in the buyer. That removes the usual argument over whether the acquirer's shares are fairly valued, and reduces the decision to a single question: is $0.13 in cash better than the risk-adjusted value of staying independent? The board's answer is in the circular. Shareholders get to give theirs on September 23.

What to watch between now and the meeting

is the acquiring vehicle here, and an all-cash structure means Lomiko holders are not being asked to take paper in the buyer.

Three markers will tell the story. First, the approval thresholds set out in the interim order and disclosed in the circular — statutory arrangements in British Columbia generally require a supermajority of votes cast, and sometimes separate class votes, which is where a concentrated or apathetic register can create genuine risk. Second, any recommendation from proxy advisers or public opposition from significant holders. Third, the hearing for the final order, which follows a successful vote and is the last legal gate before the shares are cancelled for cash and the listings come off TSX-V, the OTC market and Frankfurt.

The wider tape offered no particular help or hindrance. U.S. benchmarks finished the same Friday session slightly lower, with the S&P 500 tracker (SPY) at $769.35, down 0.23%, the Nasdaq 100 fund (QQQ) at $716.43, down 0.65%, and the Dow tracker (DIA) at $535.06, off 0.03%. Broad-market direction is largely irrelevant to a company whose share price is now anchored to a fixed cash number rather than to commodity sentiment — one of the underappreciated effects of a signed arrangement.

Lomiko's announcement of the interim order and the mailing of the circular was carried by INN Battery Metals. From here the calendar, not the commodity, drives the outcome: securityholders vote on September 23, and the court has the final word after that.

Key facts

Offer price: $0.13 per share, all cash
Meeting date: September 23, 2026 (shareholders and warrant holders)
LMRMF last price: 0.09, -0.57%, at the close on Aug. 28, 2026
Agreement date: Arrangement agreement signed July 27, 2026

Frequently asked questions

What is Lomiko Metals shareholders voting on?

Securityholders are being asked to approve a plan of arrangement under the Business Corporations Act (British Columbia) under which Global Battery Materials Corp. would acquire all outstanding Lomiko common shares in an all-cash transaction at $0.13 per share. The arrangement agreement between the two companies is dated July 27, 2026, and the special meeting is set for September 23, 2026.

What is an interim court order in a plan of arrangement?

In British Columbia, a company using the statutory arrangement process must obtain a court order before its shareholder meeting. The interim order authorizes the calling and holding of the meeting and settles procedural matters such as voting eligibility, approval thresholds and dissent rights. It is procedural: it does not mean the court has approved the transaction or endorsed the price.

Where does Lomiko stock trade?

Lomiko Metals Inc. is listed on the TSX Venture Exchange under LMR, trades over the counter in the United States as LMRMF, and is quoted in Frankfurt as DH8C. The OTC line last traded at 0.09, down 0.57% on the day, as of the close on August 28, 2026, according to licensed market data.

Why is the stock below the $0.13 offer price?

Microcap arrangement targets frequently trade under the deal price. Common reasons include very thin liquidity that discourages arbitrage capital, investor uncertainty about whether the vote and closing conditions will be satisfied, and secondary-market quotes that lag the primary exchange where most volume trades. The OTC quote's currency is not specified in the market feed, so it is not a clean comparison.

What happens after the September 23 vote?

If securityholders approve the arrangement at the required thresholds, Lomiko must return to the Supreme Court of British Columbia for a final order confirming the transaction is fair and reasonable. Only after that, and the satisfaction of remaining closing conditions, would shares be exchanged for cash and the company's listings removed from the TSX Venture Exchange, the OTC market and Frankfurt.

Do warrant holders get a vote?

Yes. Lomiko said the special meeting covers holders of common shares and holders of common share purchase warrants, together described in the company's materials as Securityholders. Arrangements generally must address outstanding warrants explicitly, since those instruments cannot simply survive against a company that has ceased to be publicly traded.

Sources

Lomiko Metals Announces Receipt of Interim Court Order and Mailing of Management Information Circular Relating to Arrangement With Global Battery Materials — INN Battery Metals

Photo: Tima Miroshnichenko · Pexels Licence — source