2021-05-03 18:01 ET - News Release
Mr. Laurence Stefan reports
PLATEAU ENERGY METALS SECURITYHOLDERS APPROVE ARRANGEMENT WITH AMERICAN LITHIUM
Plateau Energy Metals Inc. shareholders and optionholders have approved the plan of arrangement with American Lithium Corp. announced on Feb. 9, 2021.
The Arrangement was approved by:
- 99.809% of the votes cast by Plateau shareholders; and
- 99.827% of the votes cast by Plateau Securityholders, voting together as a single class.
In addition, the Arrangement was approved by a simple majority of the votes cast by Securityholders, excluding the votes cast in respect of the Plateau common shares held by certain related parties (as defined by Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions).
This year, in light of the ongoing COVID-19 pandemic, the special meeting of Securityholders (the "Meeting") was held by way of virtual only format whereby Securityholders participated in the Meeting remotely.
The Ontario Superior Court of Justice hearing for the final order to approve the Arrangement is expected to occur on May 4, 2021 and closing of the Arrangement is expected to be completed on or about May 11, 2021, subject to the receipt of applicable regulatory approvals and the satisfaction of certain other closing conditions customary in transactions of this nature, including, without limitation, the final approval of the TSX Venture Exchange.
"We want to thank the Securityholders for their overwhelming support in favour of the transaction," stated Dr. Laurence Stefan, Plateau's interim CEO. "The completion of the Arrangement will be a positive step forward in the next phase for Plateau and all of its stakeholders."
Simon Clarke, CEO and Director of American Lithium stated, "We are very pleased that Securityholders of Plateau have voted overwhelmingly in favour of this Arrangement. We continue to believe that the synergies between the two Companies, their respective teams and respective projects are substantial and that this acquisition will position the combined company as a diversified leader in the development of large-scale lithium and clean energy projects."
In connection with the Arrangement, American Lithium will acquire all outstanding shares of Plateau at the previously announced exchange ratio of 0.29 units (each whole unit, an "Exchange Unit") of American Lithium for each share of Plateau held, and Plateau will become a wholly owned subsidiary of American Lithium.
Each Exchange Unit will consist of one (1) common share of American Lithium plus one-half (0.5) of a common share purchase warrant of American Lithium (each whole such warrant, an "Exchange Warrant"). Each Exchange Warrant will entitle the holder to acquire one (1) additional common share of American Lithium at an exercise price of C$3.00 for a period of thirty-six (36) months from completion of the Arrangement. American Lithium will use commercially reasonable efforts to list the Exchange Warrants on the TSX Venture Exchange as soon as practicable following closing of the Arrangement.
Each existing Plateau share purchase warrant will, upon the exercise thereof on or after the effective time of the Arrangement, in accordance with its terms, entitle the holder to acquire 0.29 of a common share in the capital of American Lithium and 0.145 of a common share purchase warrant of American Lithium for each Plateau share the warrant holder would have been entitled to acquire prior to the closing of the Arrangement.
Existing Plateau stock options will be exchanged for an option to acquire from American Lithium the number of American Lithium common shares equal to the product of: (A) the number of Plateau common shares subject to such Plateau stock option immediately prior to the effective date of the Arrangement, multiplied by (B) 0.29 of an American Lithium Shares for each Plateau common share. All RSUs and DSUs of Plateau will vest immediately prior to the effective time of the Arrangement and each RSU and DSU pf Plateau will be exchanged for one (1) Plateau common share. The former holders of RSUs and DSUs of Plateau, will, following the exchange, participate in the Arrangement as Plateau shareholders.
Shares for Services Issuance
Plateau also reports that is issuing 20,836 common shares pursuant to the shares for services agreement with Foxrock Investment Ltd. (an arm's length party), previously approved by the TSX Venture Exchange, for services provided during the three months ended February 28, 2021.
The shares are being issued pursuant to the prospectus exemption contained in section 2.24 of National Instrument 45-106 -Prospectus Exemptions, and are not subject to trading restrictions pursuant to the provisions of NI 45-102 -Resale of Securities ("NI 45-102") since the criteria contained in NI 45-102 2.6(3) are met.
Additional details can be found in the Company's news release dated September 4, 2020.