American Lithium Corp. (TSXV:LI) signed a letter of intent to acquire Plateau Energy Metals Inc. from group of sellers for approximately CAD 100 million.
Closing of the Transaction is 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, approval of the Ontario Superior Court of Justice and the TSX Venture Exchange, approval by Plateau shareholders, third party approvals, American Lithium shares and consideration Warrants, to be issued in the United States pursuant to the arrangement shall be exempt from registration requirements under the U.S. Securities Act pursuant to Section 3(a)(10) of the U.S. Securities Act, resignation of board of directors of Plateau, and holders of no more than 10% of Plateau Shares shall have exercised Dissent Rights. The Arrangement will be carried out by way of a court-approved plan of arrangement and will require the approval of: (i) at least 66 2/3% of the votes cast by all Plateau shareholders; (ii) at least 66 2/3% of the votes cast by all Plateau shareholders and all holders of Plateau stock options voting together as a single class; and (iii) and a simple majority of the votes cast by all Plateau shareholders excluding certain interested or related parties. The Arrangement has been unanimously approved by the board of directors of both American Lithium and Plateau, and the directors of Plateau, based on the recommendation of a special committee of independent directors of Plateau, recommend that Plateau shareholders and option holders vote in favour of the Transaction. A special meeting of security holders of Plateau is scheduled to be held on May 3, 2021. On April 09, 2021 Plateau Energy Metals has obtained an interim order from the Ontario Superior Court of Justice for the Company to hold a special meeting of Plateau shareholders and option holders to approve the business combination with American Lithium. The Board of Plateau formed the Special Committee to, among other things, review and make recommendations to the Board on a proposed transaction involving American Lithium. The Special Committee consists of Alan Ferry, Maryse Bélanger, Wayne Drier and Christian Milau, each an independent director of Plateau. Alan Ferry was appointed as Chair of the Special Committee. As of May 3, 2021, Plateau shareholders and optionholders have approved the plan of arrangement. Closing of the Transaction is anticipated to occur in May 2021. As per the filing dated February 26, 2021, the transaction is expected to close in early May 2021. As per filing on April 9, 2021, it is currently anticipated that the Arrangement will be completed on or about May 11, 2021.
Haywood Securities Inc. has provided a fairness opinion to the special committee and board of directors of Plateau. Sam Cole, Lara Jackson, Jennifer Poirier, Greg Hogan and Corinne Grigoriu of Cassels Brock & Blackwell LLP is acting as legal counsel to American Lithium. In connection with completion of the Transaction, Axemen Resource Capital Ltd. is entitled to receive a success fee upon closing. Haywood Securities Inc. is acting as financial advisor and Ryan A. Morris of Blake, Cassels & Graydon LLP is acting as legal counsel to Plateau. TSX Trust Company acted as Transfer Agent for Plateau.