Friday’s Dog Holdings Inc. (to be renamed, “International Uranium
Corp.”) (the “
Company”) (
TSXV: FRDY |
OTCQB: FDOGF) is pleased to announce that management of
the Company, after review and consultation with its advisors, has
determined it is in the best interests of shareholders of the
Company to complete a business combination transaction (the
“
Transaction”) with a wholly-owned subsidiary of
American Lithium Corp.
(TSX-V: LI |
NASDAQ: AML | Frankfurt:5LA1) (“
American
Lithium”). The Transaction will be completed by way of a
court approved plan of arrangement under the Business Corporations
Act (British Columbia), pursuant to which, the Company will;
acquire all of the outstanding securities of Macusani Uranium
S.A.C. (“
Macusani Uranium”), a wholly-owned
Peruvian subsidiary of American Lithium incorporated on October 13,
2022; and change the business of the Company to uranium exploration
and development as further outlined below. At the same time the
Company will spin-out its existing business to existing
shareholders of the Company (the “
Shareholders”)
The Transaction, is subject to a number of
closing conditions including: (i) the completion of a consolidation
(the “Consolidation”) of the Company's outstanding
share capital on the basis of one (1) post-Consolidation common
share for every four-and-one-half (4.5) pre-Consolidation shares;
(ii) the issuance to American Lithium of 80,000,000
post-Consolidation common shares (the “Consideration
Shares”) in consideration of the issued and outstanding
securities of Macusani Uranium; (iii) the completion of a
concurrent brokered private placement of subscription receipts to
raise gross proceeds of no less than $15,000,000 being coordinated
by a syndicate lead by Eight Capital and National Bank Financial
and including Canaccord Genuity Corp., Clarkson Securities AS and
TD Securities (the “Concurrent Offering”); (iv)
the completion of the spin-out of Friday's Dog Inc.
(“FDI”), comprising the existing business of the
Company, to the Shareholders; (v) the change of the Company's name
to “International Uranium Corp.”; and (vi) the reconstitution of
the current board of directors and management of the Company to
consist of nominees of American Lithium (as further described
below).
The Macusani uranium property consists of 85
mineral concessions in Peru covering approximately 51,800 ha
forming the Macusani uranium project, located on the Macusani
Plateau, Puno, in southeastern Peru (the “Macusani
Project”). The Macusani Project comprises one of world’s
largest undeveloped uranium projects with a large, at surface,
resource and low-cost opex and capex profile as evidenced in its
latest Preliminary Economic Assessment (PEA), available on American
Lithium’s website (www.americanlithiumcorp.com). The Macusani
Project offers numerous additional opportunities for expansion and
a flow-sheet that has the potential to deliver strong economic
returns. Management of the Company believes the proposed
transaction provides compelling benefits for the Company and its
Shareholders. It focuses the Company as a pure-play uranium
exploration and development company by spinning out its current
unrelated business. The resulting issuer will focus on unlocking
asset value by applying existing proceeds and funds raised in the
subsequent offering to advance the Macusani Project by infill and
expansion drilling and updating the existing PEA and resource.
Jeremy Ross, Chief Executive Officer of the
Company stated “We are delighted to be involved with the Macusani
Project, which we believe is strategically positioned to capitalize
on the growing global demand for nuclear energy and large,
high-quality uranium deposits. With our robust financial resources
and support from strategic investors, we have confidence in the
project's ability to make a meaningful contribution to clean energy
initiatives worldwide, while generating significant value for our
existing Shareholders”.
American Lithium Arrangement
Agreement
In connection with the Transaction, the Company
entered into an arrangement agreement (the “American
Lithium Arrangement Agreement”) with American Lithium,
dated June 6, 2023, which sets out the proposed terms and
conditions pursuant to which American Lithium and the Company will
complete a business combination under a plan of arrangement in
accordance with the Business Corporations Act (British Columbia)
(the “American Lithium Plan of Arrangement”).
Pursuant to the terms of the American Lithium Plan of Arrangement,
American Lithium will complete an internal reorganization of its
subsidiaries, such that following completion of the reorganization,
Macusani Uranium will be a direct subsidiary of American Lithium;
thereafter, the Company will issue to American Lithium the
Consideration Shares in consideration of the acquisition of all of
the issued and outstanding securities of Macusani Uranium.
Immediately following receipt of the Consideration Shares, American
Lithium intends to distribute (the “Distribution”)
the Consideration Shares to its existing common shareholders of
record on a pro rata basis.
In addition to the foregoing, the American
Lithium Plan of Arrangement, is subject to a number of additional
closing conditions including: (i) the approval of the shareholders
of each of American Lithium and the Company; (ii) the approval of
the Supreme Court of British Columbia (the
“Court”); (iii) the approval of the TSX Venture
Exchange (the “TSXV”) and all other applicable
third party and regulatory consents for the Transaction; (iv) the
Company having no less than CAD$5,000,000 in available cash of
working capital prior to completion of the Concurrent Offering and
after deducting the expenses associated with the Transaction; and
(v) other customary closing conditions for a transaction of this
nature.
The issuance of the Consideration Shares and
acquisition of Macusani Uranium will constitute a 'Reverse
Takeover' and 'Change of Business' of the Company (as such terms
are defined in TSXV Policy 5.2 – Change of Business and Reverse
Takeovers) and accordingly, the Transaction is subject to and
conditional on TSXV approval.
Following completion of the Transaction, the
Company (after the completion of the Transaction, the
“Resulting Issuer”) will have ownership and
control over the Macusani Project. Management of the Resulting
Issuer will be comprised of nominees of American Lithium, and
American Lithium will arrange for the continuity of the existing
development team in Peru. Macusani Uranium is currently wholly
owned by Macusani Yellowcake S.A.S. (“Macusani
Yellowcake”), a wholly owned Peruvian subsidiary of
American Lithium, that currently holds title to 169 mineral
concessions in Peru, including the Macusani Project concessions. In
connection with the Transaction, Macusani Yellowcake has
transferred the 85 concessions underlying the Macusani Project to
Macusani Uranium and American Lithium will retain the right to
participate in any future commercially viable discoveries of
lithium mineralization on the Macusani Project concessions. The
Company will be permitted to participate in any future commercially
viable discoveries of uranium mineralization on the remaining
Macusani Yellowcake mineral concessions which have been retained by
American Lithium. Subject to TSXV approval, the common shares of
the Resulting Issuer will trade on the TSXV under a new trading
symbol to be determined by the parties. The Resulting Issuer is
expected to be listed on Tier 2 of the TSXV as a mining issuer. In
connection with the Transaction, trading in the common shares of
the Company has been halted and is expected to remain halted until
closing of the Transaction.
The Company intends to rely on Section 2.11 of
National Instrument 45-106 – Prospectus Exemptions, for an
exemption from the prospectus requirements for the issuance of the
Consideration Shares to American Lithium. Sponsorship of the
Transaction is required by the TSXV unless exempt or waived in
accordance with the policies of the TSXV. The Company intends to
apply for a waiver from the sponsorship requirements. The
Transaction is an arm’s length transaction in accordance with the
policies of the TSXV.
The foregoing description is qualified by
reference to the full text of the American Lithium Plan of
Arrangement, set out at Schedule “A” to the American Lithium
Arrangement Agreement, filed under the Company's profile on
www.sedar.com
Concurrent Brokered
Offering
As a condition of closing of the American
Lithium Plan of Arrangement, the Company intends to complete a best
efforts brokered private placement of subscription receipts
(“Subscription Receipts”) to be led by Eight
Capital (the “Agent”) as co-lead agent and joint
bookrunner together with National Bank Financial Inc., and with
Canaccord Genuity Corp., Clarkson Securities AS and TD Securities
as syndicate partners, at a price per Subscription Receipt of $0.50
(the "Offered Securities") to raise aggregate
gross proceeds of $15,000,000. Subject to the terms and conditions
of the Subscription Receipt Agreement, each Subscription Receipt
will be convertible into one unit (each a "Unit")
consisting of one common share of the Company and one-half of one
common share purchase warrant of the Company (each a
“Warrant”) entitling the holder to purchase one
common share of the Company at an exercise price of $1.25 until 24
months from the closing date of the Concurrent Offering. The
Company will pay the Agent a cash commission (“Agent’s
Commission”) equal to 6% of the aggregate gross proceeds
of the Concurrent Offering (subject to a reduced commission for
subscribers on an agreed upon president's list). The net proceeds
of the Concurrent Offering, less 50% of the Agent’s Commission,
will be placed in escrow pending the satisfaction of the escrow
release conditions of the Subscription Receipts including the
completion of the Arrangements. Subject to closing of the
satisfaction of the escrow release conditions and the release of
the escrowed funds from escrow, the Agent will also receive that
number of compensation warrants equal to 6% of the number of
Offered Securities, other than Offered Securities purchased by
purchasers on the president’s list, with each such compensation
warrant to be exercisable into one Unit at a price of $0.50 for a
period of 24 months from closing of the Concurrent Offering (each a
"Compensation Unit Warrant"). The Board
contemplates using the net proceeds from the Concurrent Offering to
fund the exploration and completion of a current preliminary
economic assessment of the Macusani Project and for general
corporate purposes. The Subscription Receipts, Warrants and common
shares underlying the Warrants, Subscription Receipts, and
Compensation Unit Warrants will be subject to a statutory
four-month and one day hold period following closing of the
Concurrent Offering and the policies of the TSXV.
Friday's Dog Plan of
Arrangement
In connection with the Transaction, the Company
also entered into an additional arrangement agreement (the
“Friday’s Dog Arrangement Agreement”) with FDI
(which currently controls the existing business of the Company)
pursuant to which the Company will complete a spin-out of all of
the issued and outstanding shares of FDI (the “FDI
Shares”) to the existing Shareholders on a 1 to 1 ratio
under a plan of arrangement in accordance with the Business
Corporations Act (British Columbia) (the “Friday's Dog Plan
of Arrangement”).
Pursuant to the Friday's Dog Arrangement
Agreement, and in accordance with the Friday's Dog Plan of
Arrangement, the Company will complete the following steps (prior
to effecting the Consolidation):
- the
Company will alter its share capital to create the new common
shares (the “New Common Shares”).
- the
Company will alter its authorized share structure to rename and
re-designate all of the issued and outstanding common shares of
Friday’s Dog as Class A common shares without par value (the
“Class A Common Shares”).
- Each
Shareholder will transfer to the Company all of their Class A
Common Shares and in exchange receive the following:
- One New
Common Share at an exchange ratio of 1 to 1; and
- such
number of FDI Shares as is equal to the pro-rata percentage
ownership of Class A Common Shares of each Shareholder.
- The
Company will alter its share capital so that only the New Common
Shares will remain.
- Upon
surrender of the Friday's Dog Shares, each Friday's Dog Share will
be deemed after the closing of the Friday's Dog Arrangement to
represent only the right to receive from the transfer agent, upon
such surrender, such number of New Common Shares and FDI Shares
that the Shareholder is entitled to pursuant to the Friday's Dog
Plan of Arrangement;
- Upon the
Friday's Dog Plan of Arrangement becoming effective, FDI will cease
to be a wholly-owned subsidiary of the Company and, as of the share
distribution date, the Shareholders will hold all of the
outstanding FDI Shares.
In connection with the proposed American Lithium
Plan of Arrangement and the Friday's Dog Plan of Arrangement
(collectively the “Arrangements”), the
Shareholders will continue to own common shares of the Company
subject to the completion of the Consolidation immediately
following completion of the spin-out of the FDI Shares pursuant to
the Friday's Dog Plan of Arrangement (the
“Spin-Out”). The American Lithium Plan of
Arrangement is conditional on the Spin-Out of FDI having been
completed prior to closing. If either Arrangement does not receive
all requisite shareholder and regulatory approvals the Transaction
will not be completed.
The foregoing description is qualified by
reference to the full text of the Friday's Dog Plan of Arrangement,
set out at Schedule “A” to the Friday's Dog Arrangement Agreement,
filed under the Company's profile on www.sedar.com. The Friday's
Dog Plan of Arrangement is subject to approval of the Court, the
Friday's Dog Shareholders, and the TSXV, and there can be no
assurance that such approvals will be obtained or that the Friday's
Dog Plan of Arrangement will be completed on the terms
contemplated, or at all. Further information regarding the Friday's
Dog Plan of Arrangement is expected to be contained in a management
information circular (the “Circular”) that the
Company intends to prepare and mail to the Friday's Dog
Shareholders in connection with the holding of an annual and
special meeting (the “Meeting”) to approve the
Transaction.
Reasons for the Arrangement
The Board is of the view that the Arrangements
will benefit the Company and its Shareholders. This conclusion is
based on the following primary determinations:
- By spinning out the existing FDI business consisting of canine
care and grooming product manufacturing business, the Shareholders
still retain their interest in the current business. Management
believes that this business has a greater opportunity to be
developed to its full potential realizable value as a separate
reporting issuer not listed on an exchange which will help reduce
operating costs and expenses for the current business as it
continues to look for distributors for its products;
- The acquisition of Macusani Uranium pursuant to the American
Lithium Plan of Arrangement will provide the Shareholders a direct
interest in a new company with one of the largest undeveloped
uranium projects whose ease of extraction and “near surface”
characteristics position it with the potential to be one of the
lowest cost sources of uranium globally that will pursue the
development of the Macusani Project as its sole initial priority.
With mounting concerns around energy security and climate change,
Macusani is strategically located in the Americas, and management
believes it can play a large role in the transition to zero
emission base-load electricity generation that the world
requires;
- As a separate company, FDI will have direct access to public
and private capital markets and will be able to raise equity to
fund development of the existing FDI business on a priority
basis;
- The Arrangements will create individual public reporting
companies that are anticipated to result in separate and
well-focused entities, each of which will provide a platform for
transactions that management wishes to target; and
- Following closing of the Arrangements, FDI will be a “reporting
issuer” under securities legislation and accordingly, the
Shareholders will continue to benefit from public company oversight
from the securities commissions and the higher continuous
disclosure, governance and financial statement requirements
applicable to public companies, but no securities of FDI are
expected to be listed on any regulated stock exchange upon closing
of the Transaction.
The securities to be issued under the Friday's
Dog Plan of Arrangement have not been and will not be registered
under the U.S. Securities Act of 1933, and may not be offered or
sold in the United States absent registration or applicable
exemption from registration requirements. It is anticipated that
any securities to be issued under the Friday's Dog Plan of
Arrangement will be offered and issued in reliance upon the
exemption from the registration requirements of the U.S. Securities
Act of 1933 provided by Section 3(a)(10) thereof.
Meeting Details
The Meeting date, time, and location is to be
determined. A notice of meeting and record date will be available
under its profile on www.sedar.com once finalized.
Only Shareholders of record at the close of
business on the record date will be entitled to vote at the
Meeting. The Friday's Dog Arrangement is subject to Shareholder
approval of not less than 66 2/3% of the votes cast at the Meeting
and the approval of the American Lithium Arrangement Agreement is
subject to Shareholder approval of not less than 51% of the votes
cast at the Meeting.
Interim and Final Order
The Friday's Dog Plan of Arrangement is subject
to Court approval by way of receipt of an interim order (the
“Interim Order”) and a final order (the
“Final Order”). The Interim Order will provide
for, among other things, the holding of the Meeting to approve the
Friday's Dog Plan of Arrangement. The Interim Order will also set
out other conditions that must be met for the Company to apply for
the Final Order of the Court to approve the Friday's Dog Plan of
Arrangement.
Management of the Resulting
Issuer
Subject to the applicable shareholder, Court and
TSXV approval of the Arrangements, upon completion of the
Arrangements, the board of directors and management of the
Resulting Issuer will be comprised of the following
individuals:
Alex Tsakumis, Chief Executive
Officer
Mr. Tsakumis is a public markets specialist with
over 30 years of experience in all aspects of mining from
exploration to production. He has represented mining resource
companies listed on major stock exchanges including TSX, NYSE and
Nasdaq. Responsibilities have included corporate governance,
finance, corporate communications, and maintaining strong
relationships within investment banking and institutional
investors. He was former VP of Belcarra Group, Alio Gold/Timmins
Gold, and Orko Silver and currently an Advisor to Prime Mining
Corp. and Director of American Lithium Corp.
Ted O’Connor, President
Ted O’Connor, P.Geo., M.Sc., is a professional
geoscientist with over 30 years of experience in the exploration
industry. Mr. O’Connor was involved with Plateau Energy Metals
since shortly after its inception, until its acquisition by
American Lithium. Previously, as director of corporate development
for Cameco, he was responsible for evaluating, directing and
exploring for uranium deposits worldwide. He has led new project
generation from early exploration through discovery on multiple
uranium projects and was also part of the discovery team for the
Falchani project. Mr. O’Connor is currently EVP of American
Lithium.
Philip Gibbs, Chief Financial
Officer
Philip Gibbs, former chief financial officer of
Plateau Energy Metals Inc., has extensive experience in corporate
financial management which includes global multi-national as well
as TSXV-listed mining and mineral exploration companies operating
in Canada, Africa and South America. Mr. Gibbs is also CFO of
American Lithium.
Paul Charlish, VP-Finance and Corporate
Secretary
Mr. Charlish has over 30 years of financial
experience, including audit and tax in public practice, and
financial reporting and tax for public companies. He has extensive
knowledge of financial reporting in accordance with IFRS, risk
management, international tax, ICFR/SOX and internal controls, as
well as in-depth knowledge of public equity offerings in Canada.
During the course of his career, Mr. Charlish has been a key member
of several successful management teams, in the position of CFO and
Corporate Secretary, and has also played an instrumental role in
mergers, acquisitions, spin outs and divestments for public
companies. Mr. Charlish is currently VP Finance and Corporate
Secretary of American Lithium.
Simon Clarke, Director
Mr. Clarke brings over 25 years of experience in
building companies and implementing successful capital markets and
growth strategies focused on mining, energy, and energy technology.
Mr. Clarke is currently the CEO and a Director of American Lithium
and prior to that was the founder, CEO, and director of M2 Cobalt
Corp. (cobalt/copper exploration in East Africa), which was
acquired by Jervois Global in June 2019. Jervois is a world leader
in the development and mining of cobalt and nickel projects and
operates cobalt and nickel refineries. The transaction involved Mr.
Clarke remaining with Jervois for 12 months as a director and
senior executive. Mr. Clarke was also a co-founder, executive, and
director of Osum Oil Sands Corp. a company valued in excess of US$1
billion at its peak market capitalization. Osum grew its production
to approximately 20,000 bopd before being acquired by Watreous
Energy Fund for around CDN $400 million in 2021. Mr. Clarke
benefits from extensive experience and knowledge of the battery
metals and energy space spanning 20 years. This includes his
current and past senior executive roles with American Lithium, M2
Cobalt and Jervois Mining, as well as senior roles in the energy
technology and energy sectors sector. Mr. Clarke holds an LLB and
Diploma in Legal Practice from Aberdeen University, Scotland.
Dr. Laurence Stefan,
Director
Dr. Laurence Stefan, COO of American Lithium and
the founder of Plateau Energy Metals Inc., has over 30 years of
experience in the mining industry (exploration, development,
mining, processing and marketing), serving as managing director in
Peru since 2007. Dr. Stefan previously worked at Gold Fields of
South Africa and JCI Pty. Ltd., where he was involved in the
beneficiation of a wide variety of solid metal/non-metal
commodities. He has vast experience covering over 100 projects on
six continents and led the discovery team for the Falchani lithium
project.
Cathy Fitzgerald, M.Sc., P.Geo.,
Director
Cathy Fitzgerald is a geologist with over 20
years’ experience in technical leadership roles associated with the
exploration and development of early-stage projects through to
feasibility stage across various commodities. Previously Director
Resource Evaluation, Ivanhoe Electric (formerly High Power
Exploration).
Anthony Paterson, Director
Mr. Paterson is an accomplished venture and
private equity investor skilled in financing, business development,
and operations. He has significantly contributed to the success of
numerous start-ups by raising over $50M in capital across
industries such as life sciences, consumer packaged goods, and
natural resources. As a lead investor with Zephyr Venture Partners,
Anthony has raised $10M for biotech and biopharmaceutical firms
like Ashvathha Therapeutics and Breathe Diagnostic. He has also
secured over $20M for CPG companies Friday's Dog and Healthy Hippo
Naturals. Notably, his involvement in Prime Mining's bridge loan
financing during its early stage led to a market capitalization
increase from $20M to $500M. Anthony has served as a director for a
number of publicly listed companies and has developed a strong
financing expertise and significant experience guiding start-ups
with strong growth potential.
Steve Vanry, Director
Mr. Vanry is a Chartered Financial Analyst and
registered Canadian Investment Manager and member of the CFA
Institute as well as the Vancouver Society of Financial Analysts.
His business career includes over 25 years with publicly traded
natural resource companies at both management and board level
during which time he focused on strategic planning, fund raising,
mergers and acquisitions, regulatory compliance and financial
reporting.
The Macusani Uranium
Property
The Macusani Project is located within the
Macusani District of the Carabaya Province in the southeastern
corner of Peru, 220 km by road north of the city of Juliaca, the
region’s largest city, and approximately 650 km east-southeast of
Lima. The Macusani Project consists of 85 mining concessions
covering approximately 51,800 ha.
Avrom E. Howard, M.Sc., P.Geo. is a Qualified
person as defined in National Instrument 43-101 Standards of
Disclosure for Mineral Projects and has reviewed and approved the
scientific and technical information in this news release relating
to the Macusani Project.
On Behalf of the Board of Friday's Dog Holdings
Inc.
“Anthony Paterson”Anthony Paterson, Director
For further information, please contact:
Anthony PatersonFriday's Dog Holdings Inc.
Email: investors@fridaysdog.comVisit our website at
www.investors.fridaysdog.com
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
This news release does not constitute an
offer to sell or a solicitation of an offer to buy any of the
securities in the United States. The securities to be issued in
connection with the Arrangements 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 U.S.
Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
Completion of the Arrangements is
subject to a number of conditions, including but not limited to,
TSXV acceptance and if applicable, disinterested shareholder
approval. Where applicable, the Arrangements cannot close until the
required shareholder approval is obtained. There can be no
assurance that the Arrangements will be completed as proposed or at
all.
Investors are cautioned that, except as
disclosed in the management information circular or listing
application to be prepared in connection with the Transaction, any
information released or received with respect to the Arrangements
may not be accurate or complete and should not be relied upon.
Trading in the securities of the Company should be considered
highly speculative.
Neither the TSX Venture Exchange, Inc.
nor its Regulation Services Provider (as that term is defined in
the polices of the TSX Venture Exchange) has in any way passed upon
the merits of the Arrangements and associated transactions and
neither of the foregoing entities accepts responsibility for the
adequacy or accuracy of this release or has in any way approved or
disapproved of the contents of this press release.
Cautionary Statements Regarding Forward
Looking Information
This news release contains “forward-looking
information” within the meaning of applicable securities laws
relating to the proposal to complete the Arrangements, Transaction,
Concurrent Offering and associated transactions, including
statements regarding the terms and conditions of the Arrangement
and the Concurrent Offering, the business plans and objectives of
the Company and the Resulting Issuer, expectations for other
economic, business and competitive factors and approvals of
regulatory bodies. Although the Company believe in light of the
experience of its directors and officers, current conditions and
expected future developments and other factors that have been
considered appropriate and that the expectations reflected in this
forward-looking information are reasonable, undue reliance should
not be placed on them because the Company can give no assurance
that they will prove to be correct. Any such forward-looking
statements may be identified by words such as “expects”,
“anticipates”, “believes”, “projects”, “plans” and similar
expressions. Readers are cautioned not to place undue reliance on
forward-looking information. Actual results and developments may
differ materially from those contemplated by these statements
depending on, among other things, determination of acceptable terms
for the proposed spinout transaction, risks and uncertainties
relating to the receipt of approvals to proceed with and complete
the Transaction and the satisfaction of all conditions precedent to
the Arrangements, unexpected tax consequences, the benefits of the
spin-out transaction not being realized or as anticipated, the
listing of the common shares of the Resulting Issuer on the TSXV,
the timing and completion of the Concurrent Offering, and any and
all future remedies pursued by American Lithium and its subsidiary
Macusani Yellowcake to resolve the title for 32 of its concessions;
the Company’s strategic plans and the parties’ ability to satisfy
closing conditions and receive necessary approvals as planned.
These statements should not be read as guarantees of future
performance or results. Such statements involve known and unknown
risks, uncertainties and other factors that may cause actual
results, performance or achievements to be materially different
from those implied by such statements. Although such statements are
based on management’s reasonable assumptions, there can be no
assurance that the Arrangements will occur or that, if the
Arrangements do occur, it will be completed on the terms described
above. The Company assumes no responsibility to update or revise
forward-looking information to reflect new events or circumstances
unless required by applicable law.
Cautionary Note Regarding Macusani
Yellowcake Concessions
Thirty-two of the 151 concessions held by
American Lithium’s subsidiary Macusani Yellowcake, are currently
subject to Administrative and Judicial processes (together, the
“Processes”) in Peru to overturn resolutions issued by INGEMMET and
the Mining Council of MINEM in February 2019 and July 2019,
respectively, which declared Macusani’s title to 32 of the
concessions invalid due to late receipt of the annual validity
payments. In November 2019, Macusani Yellowcake applied for
injunctive relief on 32 concessions in a Court in Lima, Peru and
was successful in obtaining such an injunction on 17 of the
concessions including three of the four concessions included in the
Macusani Uranium Project PEA. The grant of the Precautionary
Measure (Medida Cautelar) has restored the title, rights and
validity of those 17 concessions to Macusani Yellowcake until a
final decision is obtained at the last stage of the judicial
process. A Precautionary Measure application was made at the same
time for the remaining 15 concessions and was ultimately granted by
a Court in Lima, Peru on March 2, 2021 which has also restored the
title, rights and validity of those 15 remaining concessions to
Macusani Yellowcake, with the result being that all 32 concessions
are now protected by Precautionary Measure (Medida Cautelar) until
a final decision on this matter is obtained at the last stage of
the judicial process. The favourable judge’s ruling confirming
title to all 32 concessions from November 3, 2021 represents the
final stage of the current judicial process. However, this ruling
has recently been appealed by MINEM and INGEMMET. American Lithium
has no assurance that the outcome of these appeals will be in
American Lithium's favour.
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