Zijin Mining to Acquire Neo Lithium Corp. in All-Cash Offer All monetary amounts are expressed in Canadian Dollars, unless otherwise indicated.
TORONTO and FUJIAN, China, Oct. 8, 2021 /CNW/ - 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. The Offer Price represents a premium of approximately 36% over Neo Lithium's 20-day volume-weighted average price ("VWAP") as at October 8, 2021 on the TSX Venture Exchange ("TSXV"). The total cash consideration for all of the outstanding equity of Neo Lithium is approximately C$960 million.
Waldo A. Perez, President and Chief Executive Officer of Neo Lithium, stated:
"After a thorough strategic process, we are very pleased to provide this all-cash premium offer to our shareholders from a leading global mining company. This is the result of the collective work of our premier lithium brine exploration team, starting from initial discovery in late 2015 to defining one of the largest and highest-grade lithium brine deposits in the world, and culminating in this premium offer in just six years. We believe that it is now time for our project to proceed to the construction and production phases with Zijin, a leader with a track record of developing assets in a responsible manner respecting the interests of local employees, communities and authorities."
Chen Jinghe, Chairman of Zijin, stated:
"Neo Lithium's 3Q lithium brine project in Catamarca, Argentina is one of the largest and highest-grade projects of its kind in the world. We would like to express our high respect for the management and professional team who discovered and successfully explored this project. The 3Q project represents an important addition to Zijin's growing global asset mix and it is a good choice for Zijin to enter the field of new energy minerals. Thanks to the professional team's efforts and input in the early stage of the project, we are confident that together with Zijin's strong financial resources and mining know-how, we will develop this excellent asset into one of the world's leading lithium carbonate producing mines. In accordance with Zijin's co-development aspirations, we will continue to work closely with local communities and government authorities so that all relevant stakeholders can benefit from the project's successful development".
Zijin is committed to retaining the current management and professional team at LIEX S.A., Neo Lithium's local operating subsidiary, as well as making contributions to economic and social developments for Catamarca province, Argentina, as it moves forward to advance the development of the 3Q project.
Benefits to Neo Lithium Shareholders
- Immediate and significant premium of approximately 36% to the 20-day VWAP on the TSXV
- All-cash offer that is not subject to a financing condition
- Strong deal certainty with a highly credible and leading global mining company as purchaser
- Voting support agreements entered into with all directors and senior officers of Neo Lithium who hold shares
- Removes future dilution, commodity, construction, production and execution risk with next phase of 3Q project
Transaction Summary
The Transaction will be completed pursuant to a Plan of Arrangement under the Business Corporations Act (Ontario). The Transaction will be subject to the approval of at least 66-% of the votes cast by shareholders. In addition to shareholder approval, the Transaction is also subject to the receipt of certain government, regulatory, court and stock exchange approvals, including approval by relevant authorities in the People's Republic of China and Investment Canada Act approval, and other closing conditions customary in transactions of this nature.
The Arrangement Agreement includes, among other things, a customary non-solicitation covenant on the part of Neo Lithium (including fiduciary out provisions) and a right for Zijin to match any competing offer that constitutes a superior proposal. Under certain circumstances, Zijin would be entitled to a US$35 million termination fee and Neo Lithium would be entitled to a US$35 million reverse termination fee.
Neo Lithium Board of Directors Recommendations
The Transaction has been unanimously approved by the board of directors of Neo Lithium following the unanimous recommendation of a special committee of independent directors of Neo Lithium (the "Special Committee"). Cormark Securities has provided an opinion to the board of directors of Neo Lithium and to the Special Committee, stating that, based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration offered to the Neo Lithium shareholders pursuant to the Transaction is fair, from a financial point of view, to the Neo Lithium shareholders. The Cormark Securities fairness opinion was provided on a fixed fee basis and is not contingent on the outcome of the Transaction.
Timing
Full details of the Transaction will be included in Neo Lithium's management information circular, which is expected to be mailed to shareholders in November 2021 with the shareholders meeting expected to take place in December 2021. Shareholders are urged to read the information circular once available as it will contain additional important information concerning the Transaction. The Arrangement Agreement will also be filed on SEDAR. The Transaction is expected to close in the first half of 2022.
https://www.newswire.ca/news-releases/zijin-mining-to-acquire-neo-lithium-corp-in-all-cash-offer-852178076.html