HeliosX Corp. signed a letter of intent to acquire Dajin Lithium Corp. (TSXV:DJI) for CAD 11.4 million in a reverse merger transaction on October 4, 2021. HeliosX Corp. entered into an arrangement agreement to acquire Dajin Lithium Corp. in a reverse merger transaction on October 20, 2021. In connection with the Arrangement, HeliosX will complete a non-brokered private placement financing for aggregate gross proceeds of up to CAD 10.01 million. Upon closing, the shareholders of HeliosX will exchange 27 million outstanding Class A shares in HeliosX for 17.01 million class A common shares of Dajin which represents 0.63 Dajin shares for every 1 HeliosX share. Also, HeliosX existing share purchase warrants will be converted to 10,080,000 share purchase warrants of Dajin exercisable at CAD 0.75 per share until August 5, 2023. All costs related to the completion of this merger will be the responsibility of HeliosX. Both HeliosX and Fox Creek Lithium Corp., a wholly-owned subsidiary of HeliosX were originally privately financed with CAD 0.8 million which is now used to support Dajin's working capital deficiency as well as legal fees to complete the transaction proposed. Post-completion the combined company will be named “HeliosX Corp”. Dajin Lithium would pay CAD 0.15 million as termination fee to HeliosX.

Christopher Brown, President and Chief Executive Officer of HeliosX as well as his experienced tailings management and financial team will join the Board of Dajin. This business combination transaction will be subject to Dajin's shareholders approval; all third party consents, corporate and court approvals; Dajin shareholders holding no more than 5% of the issued and outstanding common shares of Dajin shall have exercised dissent rights; and acceptance of the TSX Venture Exchange. It is anticipated that a definitive agreement will be executed within the near term once all due diligence has been completed by both parties and all necessary approvals have been received. As of November 19, 2021, the shareholders of Dajin approved and the shareholders and Board of Directors of HeliosX have unanimously approved the transaction. AS of November 24, 2021, final order from the Supreme Court of British Columbia has been received that approved the transaction. Dajin has also received conditional approval of the arrangement from the TSX Venture Exchange and to list the common shares of the resulting issuer on the TSXV. Robb McNaughton of Borden Ladner Gervais LLP acted as legal advisor to HeliosX.

HeliosX Corp. completed the acquisition of Dajin Lithium Corp. (TSXV:DJI) in a reverse merger transaction on January 13, 2022. Dajin has also received final approval of the Arrangement from the TSX Venture Exchange (“TSXV”) and approval to list the common shares of the resulting issuer on the TSXV.