TORONTO, Dec. 10, 2021 /CNW/ - Neo Lithium Corp. ("Neo
Lithium" or the "Company") (TSXV: NLC) (OTCQX: NTTHF)
(FSE: NE2) is pleased to announce that shareholders of the Company
approved the previously-announced plan of arrangement (the
"Transaction") with Zijin Mining Group Co., Ltd. (the
"Parent") and its wholly-owned subsidiary 2872122 Ontario
Limited (together with the Parent, "Zijin"), at a special
meeting of shareholders held today for that purpose.
Zijin will acquire all of the issued and outstanding common
shares of the Company ("Common Shares") by way of a
statutory plan of arrangement under the Business Corporations
Act (Ontario). Each Neo
Lithium shareholder will receive cash consideration of C$6.50 for each Common Share held upon the
closing of the Transaction.
The detailed voting results regarding approval of the special
resolution in connection with the Transaction are as follows:
- A total of 52,609,268 votes were cast by holders of Common
Shares, representing 37.20% of the total issued and outstanding
Common Shares. Of those votes cast, 48,569,777 Common Shares,
representing 92.578%, were voted in favour of the
Transaction.
- Of the votes cast by shareholders other than persons whose
votes were excluded in accordance with Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special
Transactions, 41,488,477 Common Shares, representing 91.420%,
were voted in favour of the Transaction.
Neo Lithium intends to seek a final order of the Ontario
Superior Court of Justice (Commercial List) to approve the
Transaction at a hearing expected to be held on December 15, 2021. Subject to obtaining all
required approvals and satisfying all required conditions, the
Transaction is expected to close in the first quarter of 2022.
Following closing of the Transaction, the Common Shares will be
de-listed from the TSX Venture Exchange (the "TSXV") and
will no longer be available for trading on the TSXV, OTCQX
International or Frankfurt Stock Exchange.
Remaining Conditions to Completion of the Transaction
The mining and environmental authorities of Catamarca Province,
Argentina completed their
evaluation of the Environmental Impact Report ("EIR") for
exploitation of the 3Q Project. The government has initiated the
citizen participation process that includes a government visit to
the 3Q Project and three public audiences. The government visit
occurred on December 6th and 7th,
2021, and the three public audiences will occur on December 13th, 14th and 17th in the city of
Fiambala. While the Company cannot provide a specific date for the
receipt of final EIR approval, such approval typically occurs
following the last public audience. However there are no assurances
whether or when such approval will be granted.
Zijin has informed the Company that it is in the process of
obtaining the required regulatory approvals in China for Zijin to complete the Transaction.
Zijin has also advised the Company that the Transaction will not be
subject to a review under the Investment Canada Act.
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 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 anticipated closing of
the Transaction and the required regulatory approvals, the timing
for delisting of the Common Shares, and the satisfaction of
conditions to the Transaction and the timeframe therefor.
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 Transaction 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 court and
regulatory approvals and other conditions of closing necessary to
complete the Transaction or for other reasons, 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 and the management information
circular for the special meeting of shareholders of the Company
dated November 8, 2021, in each case
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.
