Green Lithium

Key Information

Share Class

The Company has 3 classes of shares:

- A Ordinary Shares: currently held by Founders. These shares have full voting and dividend rights.
- B Ordinary (Non-Voting) Shares: held by existing investors. These shares have no voting rights but carry dividend rights.
- C Ordinary (Non-Voting) Shares: held by the management team and advisors. These shares have no voting rights but carry dividend rights. The majority of C Ordinary (Non-Voting) Shares are held under option, though a small number are held outright as shares. For those held outright as shares, a small portion of the shareholders have fully paid for their shares (to the sum of £5,656.37) and the rest of the shares issued were funded by the Company (to the sum of £63,272), to be repaid on an exit event.

On an exit or liquidation, the order of priority is set out below.

Seedrs investors will receive A Ordinary Shares. All other investors in the round will receive B Ordinary (Non-Voting) Shares.

Liquidation

On a liquidation, the surplus assets will be distributed as follows:

First, holders of C Ordinary (Non-Voting) Shares will receive their investment amount back (i.e. the amount they paid up for their shares, if anything). For the avoidance of doubt, those holders of C Ordinary (Non-Voting) Shares who have not yet paid the Company for their shares will not receive any investment amount back.

Second, there are three potential distribution outcomes, depending on the amount of surplus assets remaining:

(1) If the remaining assets are insufficient to pay back the total amount invested across all shares in issue, each of the holders of A Ordinary and B Ordinary (Non-Voting) Shares will either receive:
(i) their full investment amount; or
(ii) if there are insufficient funds to do so, a pro rata amount of their initial investment amount;

OR

(2) If the remaining assets are enough so that each A Ordinary and B Ordinary (Non-Voting) Shareholder could receive more per share than the highest subscription price paid per ordinary share in issue, then the remaining assets will be distributed to the A Ordinary and B Ordinary (Non-Voting) Shareholders pro rata to their respective shareholdings;

OR

(3) If the remaining assets are more than the total amount invested across all shares in issue, but less than the highest subscription price per share paid, then the next step depends on whether (on a shareholder by shareholder basis) your investment amount or a pro rata distribution would be higher:

a)If a distribution pro rata to your shareholding would give a higher amount, then those shareholders will first receive their pro rata amount;

b) If a distribution based on your investment amount would be higher, then the pro rata distributions will be made first in accordance with limb (3)(a) and then the remaining shareholders will share in the remaining assets pro rata to their shareholding.

Exit

On an Exit, provided the Exit is greater than £60 million, proceeds will be distributed to the holders of A Ordinary Shares, B Ordinary (Non-Voting) Shares and C Ordinary (Non-Voting) Shares pro rata to the number of shares held.

If the Exit is less than £60m, then the proceeds will be distributed in the following order of priority:

First, in paying to each of the A Ordinary Shares, B Ordinary (Non-Voting) Shares and C Ordinary (Non-Voting) Shares their initial investment amount back (provided they have fully paid for their shares), or if there are insufficient funds to do so, a pro rata amount of their initial investment amount.

Second, the remaining proceeds will be distributed to the A Ordinary Shares and B Ordinary (Non-Voting) Shares pro rata to the number of shares held.