Be Heard. Speak up about this Take-under to IIROC, Mg't, etc InvestorInquiries@iiroc.ca Shareholder(s) Seeking Proper Fiduciary Behavior and Immediate DFS Release from Neo Lithium Management.
On October 8, 2021, TSXV-listed Company Neo Lithium entered into, and issued, the following takeover agreement and terms:
Zijin Mining Group Co., Ltd. ("
Zijin") (SSE: 601899) (SEHK: 2899) and Neo Lithium Corp. ("
Neo Lithium" or the "
Company") (TSXV: NLC) (OTCQX: NTTHF) (FSE: NE2) are pleased to announce that they have entered into a definitive agreement (the "
Arrangement Agreement"), pursuant to which Zijin has agreed to acquire all of the outstanding shares of Neo Lithium (the "
Transaction") at a price of C$6.50 per share (the "
Offer Price") in cash.
https://www.neolithium.ca/news-detail.php?id_news=81 Earlier this year, Neo Lithium CEO, Waldo Perez,
said (
https://www.youtube.com/watch?v=9lenu0S39n8 9:33) that the company was targeting a publication of its definitive feasibility study (“DFS”) findings in August or September of this year. [As well as in published communications and presentations
continually throughout 2021.] While this goal was not ultimately met, it indicates that the company will likely release the study by the end of this year. The release of a DFS is huge because, as the name suggests, it offers a definitive plan for operation. The figures in these studies are usually within +/- 10% accuracy of actual operating conditions. If the results are positive, as
I believe they will be, it stands to be a catalyst worth far more than just 18%.
Neo’s continuing press releases and market communications have promoted how the long awaited DFS would be out by now “Complete final feasibility study in Q3 2021“-
by last month. [We note any cautionary delay statements for Covid have at worst said the DFS would “be out in September or October.”
Neo’s “Investor Presentation(s)” have touted the importance and relevance of the Feasibility Studies and promoted how the long awaited DFS would be out by now: “Complete final feasibility study in Q3 2021“by last month. [We note any cautionary delay statements for Covid have at worst said the DFS would “be out in September or October.”
Shareholders alleged that Zinjin’s buyout offer, as well as Neo Management’s acceptance therein, are in effect a “Take-Under” offer – as they are seeking to buyout the company before the new, long promised, Definitive Feasibility Study (“DFS”) data is made public. Withholding this very material information which the other parties have – and deliberately withholding it when it is very germane and material to a buyout offer, is in effect trying to effectuate a transaction where shareholders have been deprived of important and material information they have paid for. 
(Page 19
https://www.neolithium.ca/investors.php)
Further, Neo has consistently promoted their premise that “Based on project merits and our strategic partnership CATL, we believe we are more than 2x times undervalued against lithium peers.
Neo’s management endorsed takeover offer is a far cry from that “2x times” company narrative. Moreover, the buyout offer was only a 18% market premium at the then current share price. (And that after waiting roughly 6 months for the planned deal consummation date.)
Shareholders assert that: - After being told all year we would have the DFS by now it is unconscionable to sell the company – or ask shareholders to vote to approve the acquisition – absent release of the DFS which:
- Should have been released by now.
- Said DFS was developed and paid for on shareholder’s expense.
Therefore, the shareholders, the rightful owners of Neo’s missing DFS are: - Being denied a corporate asset they paid for.
- Management is not exercising it’s Proper Fiduciary Capacity: Shareholders are being denied a very material document whose findings have a definite impact on shareholders’ financial assessment of the company.
- Shareholders also claim Neo Management has caused detrimental reliance upon the company’s offer to release said DFS by now.
Shareholders ask that IIROC and the TSXV to compel Neo to release the DFS NOW – before the shareholders vote on any takeover offer. Further, we ask that the Regulatory Bodies Sanction the company for failure to uphold Fiduciary Impartiality and Responsibilities.