ADVANTAGE LITHIUM CORP. (TSXV: AAL) (OTCQX: AVLIF) (“Advantage” or the “Company”) is pleased to announce, further to its news release dated February 18, 2020, that it has mailed its management information circular (the “Circular”) and related proxy materials to its shareholders (“Shareholders”) in connection with the annual general and special meeting of Shareholders to be held at 10:30 a.m. (Vancouver time) on April 14, 2020 (the “Meeting”). At the Meeting, Shareholders will be asked to approve, among other things, the Company’s previously announced transaction with Orocobre Limited (“Orocobre”) whereby Orocobre is proposing to acquire all of the issued and outstanding common shares of Advantage (“Advantage Shares”) not already owned by Orocobre by way of a statutory plan of arrangement (the “Arrangement”). At the Meeting, the Arrangement will require approval by at least two-thirds (66⅔%) of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting. The Arrangement will also require minority approval in accordance with Multilateral Instrument 61-101 (“Minority Approval”). The votes attaching to the Advantage Shares owned by Orocobre and certain other persons will be excluded for the purposes of determining whether Minority Approval is achieved.
The Arrangement is being proposed under, and is subject to the terms and conditions of, an arrangement agreement dated February 18, 2020 between the Company and Orocobre (the “Arrangement Agreement”). Assuming the Arrangement becomes effective, holders of Advantage Shares will receive 0.142 of an ordinary share of Orocobre (each whole ordinary share, an “Orocobre Share”) for each Advantage Share held, resulting in the issuance of approximately 15.1 million Orocobre Shares in exchange for approximately 106 million Advantage Shares. In addition, (i) each outstanding option to acquire Advantage Shares (an “Option”) will be deemed to be assigned and transferred to Advantage in exchange for the issuance of a number of Orocobre Shares as is equivalent in value to the amount the consideration issued in respect of an Advantage Share exceeds the exercise price of such Option and (ii) each outstanding Advantage restricted share unit (a “RSU”) will be redeemed in exchange for the issuance to each such holder of such number of Orocobre Shares as is equal to the consideration to which such holder would have been entitled had such Advantage RSUs been redeemed for Advantage Shares.
Advantage has obtained an interim order of the Supreme Court of British Columbia (the “Court”) to authorize the Meeting process in connection with the Arrangement. The Circular contains, among other things, details concerning the Arrangement, the background to and reasons for the board of directors of Advantage (the “Advantage Board”) (with interested directors abstaining), including the special committee of the Advantage Board (the “Special Committee”), giving a favourable recommendation of the Arrangement, the requirements for the Arrangement to become effective, the rights of Shareholders to dissent to the resolution approving the Arrangement, the procedure for receiving consideration under the Arrangement for Advantage Shares, Advantage Options and Advantage RSUs, and the procedures for voting at the Meeting and other related matters. Advantage securityholders are urged to carefully review the Circular and accompanying materials, which includes a copy of the plan of Arrangement, as they contain important information regarding the Arrangement and its consequences to Advantage securityholders. A copy of the Circular and related proxy materials is available under Advantage’s profile on SEDAR at www.sedar.com.
If the resolution approving the Arrangement is passed, Advantage will seek a final order from the Court authorizing Advantage to implement the Arrangement on the Effective Date (as defined in the Arrangement Agreement).
YOUR VOTE IS IMPORTANT. VOTE TODAY.
The Special Committee and disinterested members of the Advantage Board
UNANIMOUSLY recommend that Shareholders vote FOR the Arrangement.
How to Vote
Additional information concerning the Arrangement and instructions on how to vote, which vary depending on whether you are a beneficial Shareholder or a registered Shareholder, are provided in the Circular. A proxy form or voting instruction form will accompany the Meeting materials you receive by mail.
Only Shareholders of record at the close of business on February 26, 2020 will be entitled to receive notice of and vote at the Meeting or any adjournment or postponement thereof.
Registered Shareholders may vote in person at the Meeting, by mail or by using one of the following methods:
Beneficial Shareholders who hold Advantage Shares through a bank, broker or other intermediary will have different voting instructions and should carefully follow the voting instructions provided to them on the voting instruction form included in the meeting materials they receive.
Shareholders who would like additional copies, without charge, of the Circular or have questions about the Arrangement, including the procedures for voting Advantage Shares or completing transmittal documents, should contact their broker or the Company’s interim Chief Executive Officer, Callum Grant, at (604) 423-4499 or email at [email protected]
This announcement is for informational purposes only and does not constitute a solicitation or a proxy.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to, or for the account or the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Advantage Lithium Corp is focused on developing its 75% owned Cauchari lithium project, located in Jujuy Province, Argentina. The Company also owns 100% interest in additional and prospective lithium exploration properties in Argentina: Antofalla, Incahuasi, and Guayatayoc, having a combined area of ~72,000ha. The Company is headquartered in Vancouver, British Columbia and trades on the TSX Venture Exchange (TSX-V: AAL) and the OTCQX Best Market in the U.S. (OTCQX: AVLIF).
Further information about the Company can be found at www.advantagelithium.com.
ON BEHALF OF THE BOARD OF DIRECTORS OF ADVANTAGE LITHIUM CORP.
Certain information in this news release is considered forward-looking within the meaning of certain securities laws and is subject to important risks, uncertainties and assumptions. This forward-looking information includes, among other things, information with respect to the Company’s beliefs, plans, expectations, anticipations, estimates and intentions. The words “may”, “could”, “should”, “would”, “suspect”, “outlook”, “believe”, "assuming", "will", “anticipate”, “estimate”, “expect”, “intend”, “plan”, “target” and similar words and expressions are used to identify forward-looking information. The forward-looking information in this news release describes the Company’s expectations as of the date of this news release. Forward-looking statements in this news release include, but are not limited to, statements with respect to the closing of the Arrangement and the satisfaction of closing conditions, including obtaining required Shareholder and Court approvals in connection with the Arrangement.
The results or events anticipated or predicted in such forward-looking information may differ materially from actual results or events. Material factors which could cause actual results or events to differ materially from such forward-looking information include, among others, risks arising from general economic conditions; adverse industry events; inability to realize anticipated synergies; future legislative and regulatory developments; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; income tax and regulatory matters; the ability of Advantage and Orocobre to implement their business strategies; competition; currency and interest rate fluctuations and other risks.
The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company’s forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME.