News Release

POCML 3 target Neo Lithium completes $11.45M placement

May 12, 2016


Shares Issued 7,000,000
Thursday May 12 2016 – News Release

Mr. David D’Onofrio reports


POCML 3 Inc. takeover target Neo Lithium Corp. has raised gross proceeds of $11.45-million pursuant to a private placement financing completed today.

Pursuant to the financing, Neo Lithium issued an aggregate of 11.45 million common shares at a price of $1.00 per common share. The common shares issued pursuant to the financing were sold on a brokered basis pursuant to an agency agreement between Clarus Securities Inc., PowerOne Capital Markets Limited, GMP Securities Inc. and Neo Lithium. An aggregate of 572,500 broker warrants were issued to the agents in connection with the financing, each entitling the holder to acquire one common share at an exercise price of $1.00 for a period of two years.

The financing is being completed in connection with the business combination of POCML 3 and Neo Lithium pursuant to the terms of a previously announced definitive agreement between POCML 3 and Neo Lithium effective as of April 8, 2016. The transaction, if completed, will constitute POCML 3’s “qualifying transaction” as defined in the policies of the TSX Venture Exchange (the “TSXV”). Further details about the Transaction and the issuer resulting from the Transaction will be provided in the disclosure document to be prepared and filed in respect of the Transaction. For a further description of the terms of the Transaction please refer to the comprehensive press release issued by POCML 3 on April 7, 2016.

All securities issued pursuant to the financing are subject to a hold period that will expire on the date which is four months and a day following the later of (i) May 12, 2016; and (ii) the date that Neo Lithium becomes a reporting issuer in any jurisdiction of Canada, all in accordance with applicable securities laws in Canada.

Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

We seek Safe Harbor.