TORONTO, Nov. 18, 2021 /CNW/ - Neo Lithium Corp. ("Neo
Lithium" or the "Company") (TSXV: NLC) (OTCQX: NTTHF)
(FSE: NE2) is pleased to announce that it has filed and mailed its
management information circular and related proxy materials
("Meeting Materials") for the special meeting (the
"Meeting") of shareholders of the Company
("Shareholders") to be held in connection with the proposed
plan of arrangement (the "Arrangement") between the Company,
Zijin Mining Group Co., Ltd. (the "Parent") and its
wholly-owned subsidiary 2872122 Ontario Inc. (the
"Purchaser", and collectively with the Parent,
"Zijin"), as previously announced on October 8, 2021.
The Meeting Materials have been filed under the Company's
profile on SEDAR at www.sedar.com.
The Arrangement
Under the terms of the Arrangement, the Purchaser will acquire
all of the outstanding common shares of the Company (each, a
"Common Share") for cash consideration of C$6.50 per Common Share by way of a statutory
plan of arrangement under the Business Corporations Act
(Ontario).
Board Recommendation
The board of directors of the Company (the "Board"),
based in part on the recommendation of a special committee of
independent directors of the Board (the "Special Committee")
and the fairness opinion that the Special Committee and the Board
received from Cormark Securities Inc., unanimously determined that
the Arrangement is fair to Shareholders and is in the best
interests of the Company.
The Board unanimously recommends that the Shareholders vote
FOR the Arrangement Resolution.
As described in detail in the Meeting Materials, the Arrangement
followed an extensive and comprehensive process of strategic
alternatives.
Benefits of the Arrangement to Shareholders
- Crystallizes investment value with an immediate and significant
premium of approximately 36% to the 20-day volume-weighted average
share price on the TSXV prior to the announcement of the
Arrangement, which also represents a premium to any previous
trading price of the Common Shares, and a price greater than most
covering research analyst target prices on the date of announcement
of the execution of the Arrangement Agreement;
- All-cash offer that is not subject to a financing condition and
that provides shareholders with immediate liquidity;
- Strong deal certainty with a highly credible and leading global
mining company as purchaser with the financial resources necessary
to complete the Arrangement and a demonstrated track record of
completed transactions in the Canadian capital markets;
- The elimination of existing and anticipated financing,
development and execution risks associated with building and
operating the Company's Tres Quebradas project in Catamarca,
Argentina (the "3Q
Project") as an independent public entity with limited
liquidity, financing alternatives and resources, and subject to
fluctuations in battery metal prices and electric vehicle
sentiment.
Additional information with respect to the Arrangement can be
found in the Meeting Materials.
The Meeting
In light of the ongoing concerns regarding the spread of the
novel coronavirus and to ensure compliance with local laws and
orders restricting the size of public gatherings, the Meeting will
be held on Friday, December 10, 2021
at 9:00 a.m. (Toronto time), in a virtual-only format.
Shareholders, regardless of geographic location, will have an equal
opportunity to participate in the Meeting and ask questions. For
details as to how to access and vote at the Meeting, Shareholders
should refer to the detailed instructions in the Meeting Materials.
In particular, beneficial shareholders (i.e., Shareholders whose
shares are not registered in their own name but rather in the name
of an intermediary, such as a broker or depository) must take
certain additional steps in order to vote and ask questions at the
Meeting. All shareholders have the opportunity to communicate their
voting instructions prior to the Meeting.
At the Meeting, Shareholders will be asked to consider and vote
upon a resolution to approve the Arrangement (the "Arrangement
Resolution").
Your vote is important regardless of the number of Common Shares
you own. As a Shareholder, it is very important that you carefully
read the Meeting Materials and vote your Common Shares. Only
Shareholders of record at the close of business on November 8, 2021 are eligible to vote the Common
Shares.
Shareholders may vote online, by telephone, by mail, or by any
other methods listed in the form of proxy or voting instruction
form included with the Meeting Materials.
The Meeting Materials have been mailed to Shareholders in
accordance with applicable corporate and securities laws, and are
also available on SEDAR under the Company's profile at
www.sedar.com and on the Company's website at
www.neolithium.ca.
To ensure that your Common Shares will be represented at the
Meeting, you should carefully follow the voting instructions
provided in the Meeting Materials. The deadline for receipt of
proxies is 9:00 a.m. (Toronto time) on December 8, 2021 or at least two days (excluding
Saturdays, Sundays and holidays in the Province of Ontario) before the Meeting or any adjournment
or postponement of the Meeting. Non-registered Shareholders will
need to submit their voting instructions prior to that time in
accordance with the instructions received from their brokers or
other intermediaries.
Shareholder Questions and Assistance
If you have any questions or require assistance voting your
Common Shares, please contact our proxy solicitation agent, TMX
Investor Solutions at 1-800-294-5107 toll-free in North America, or call collect outside
North America at 1-416-682-3825,
or by e-mail at inquiries@dfking.com.
About Neo Lithium Corp.
The 3Q Project is located in the Province of Catamarca, the
largest lithium producing area in Argentina. The project covers approximately
35,000 ha and the salar complex within this area is approximately
16,000 ha.
Additional information regarding Neo Lithium and the Arrangement
is available in the Meeting Materials and in other documents on
SEDAR at www.sedar.com under the Company's profile and at its
website at www.neolithium.ca.
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. The TSX Venture Exchange Inc. has in no
way approved nor disapproved the contents of this press
release.
Cautionary Note Regarding Forward Looking Statements -
Certain information set forth in this news release may contain
forward-looking statements. Such statements include but are not
limited to, statements with respect to the delivery of the Meeting
Materials, the anticipated date of the Meeting, the anticipated
closing of the Arrangement, completion of the arrangement with
Zijin and the benefits to Shareholders from the Arrangement.
Generally, forward-looking statements can be identified by the use
of words such as "plans", "expects" or "is expected", "scheduled",
"estimates" "intends", "anticipates", "believes", or variations of
such words and phrases, or statements that certain actions, events
or results "can", "may", "could", "would", "should", "might" or
"will", occur or be achieved, or the negative connotations thereof.
Forward-looking statements are subject to numerous risks and
uncertainties, certain of which are beyond the control of the
Company, which could cause the actual results, performance or
achievements of the Company to be materially different from the
future results, performance or achievements expressed or implied by
such statements. These risks include, without limitation, the
possibility that the Arrangement will not be completed on the terms
and conditions, or on the timing, currently contemplated, and that
it may not be completed at all, due to a failure to obtain or
satisfy, in a timely manner or otherwise, required Shareholder,
court and regulatory approvals and other conditions of closing
necessary to complete the Arrangement or for other reasons, the
possibility of adverse reactions or changes in business
relationships resulting from the announcement or completion of the
Arrangement, political and regulatory risks associated with mining
and exploration activities and operations in Argentina, environmental regulation, and other
risks and uncertainties related to the Company's prospects,
properties and business detailed elsewhere in the Company's
disclosure record, including, but not limited to, the risk factors
described in the Company's revised annual information form for the
year ended December 31, 2019
available on SEDAR. Although the Company believes its expectations
are based upon reasonable assumptions and has attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results not to be as anticipated, estimated or
intended and undue reliance should not be placed on forward-looking
statements.
SOURCE Neo Lithium Corp.
