Battery Mineral Resources Corp. (“BMR”) entered into an agreement to acquire 89.2% stake in ESI Energy Services Inc. (CNSX:OPI) from Yorktown Energy Partners IV, L.P., Yorktown Energy Partners VI, L.P. and Yorktown Energy Partners XI, L.P., each of which are managed by Yorktown Partners LLC for CAD 19.5 million on August 31, 2020. As per the terms, Yorktown Entities will transfer an aggregate of 46.1 million common shares of ESI to BMR in exchange for 30 million common shares of BMR for CAD 0.65 per share.

The agreement also provides for the issuance of up to an additional 30 million common shares of BMR to the Yorktown Entities, if BMR receives proceeds in excess of $10 million (CAD 13.1 million) on account of its ownership of ESI's common shares in certain circumstances contemplated by the purchase and sale agreement on or prior to March 31, 2021. Of those 46.1 million ESI Shares, 29.8 million are to be transferred by Yorktown IV, 9.7 million are to be transferred by Yorktown VI and 6.7 million are to be transferred by Yorktown XI, representing 57.6%, 18.7% and 12.9% of the outstanding ESI Shares, respectively. In exchange, at closing, Yorktown IV will receive 19.5 million common shares of BMR, Yorktown VI will receive 6.3 million common shares of BMR and Yorktown XI will receive 4.2 million common shares of BMR. As a result, Yorktown Entities will not hold any stake in ESI.

Following sale of the ESI Shares to BMR, the Yorktown Entities anticipate that any directors of ESI who are associated with the Yorktown Entities will resign as directors of ESI. Closing of the transaction is expected to occur on September 9, 2020.