Benefits to Plateau Energy Shareholders
- Transaction represents an immediate and highly attractive premium to shareholders of 84% based on PLU’s spot price and 72% on PLU’s 20-day VWAP as of February 5th, 2021;
- Opportunity to participate in a leading lithium explorer and developer with a highly strategic asset located proximal to the Tesla Gigafactory in mining-friendly Nevada as the US looks to expedite domestic production of lithium as part of its “Critical Mineral” [REMOVIDO]s;
- Both jurisdictional and project risk diversification with the potential for two major production centers;
Enhances liquidity, access to capital and marketing expertise with a bond market following, allowing for the upside of the growing lithium market to be better realized ;
Completion of the Arrangement
Under the terms of the Arrangement, among other things, each holder of Plateau Shares is entitled to receive 0.29of a common share of American Lithium (each whole share an “American Lithium Share”) and 0.145 of a common share purchase warrant of American Lithium (each whole warrant an “Exchange Warrant”) for each Plateau Share held immediately prior to Effective Time (the “Exchange Ratio”). Each whole Exchange Warrant will entitle the holder to acquire one American Lithium Share at a price of $3.00 until May 11, 2024.American Lithium will use commercially reasonable efforts to list the Exchange Warrants as soon as practicable following closing of the Transaction.
Each existing Plateau Share purchase warrant will, upon the exercise thereof on or after the Effective Time in accordance with its terms, entitle the holder to acquire 0.29 of an American Lithium Share and 0.145 of an Exchange Warrant for each Plateau Share the warrant holder would have been entitled to acquire prior to the closing of the Arrangement. Existing Plateau stock options will be exchanged for an option to acquire from American Lithium the number of American Lithium Shares equal to the product of: (A) the number of Plateau Shares subject to such Plateau stock option immediately prior to the effective date of the Arrangement, multiplied by (B) 0.29 of an American Lithium Share for each Plateau Share. Each restricted share unit and deferred share unit of Plateau vested immediately prior to the Effective Time and was exchanged for one Plateau Share, and the holders thereof participated in the Arrangement as Plateau shareholders. Pursuant to the Arrangement, American Lithium acquired 127,213,511 Plateau Shares, representing 100% of the outstanding Plateau Shares. American Lithium intends to delist the Plateau Shares from the TSX Venture Exchange as soon as practicable. American Lithium also intends to cause Plateau to apply to the relevant securities regulators for Plateau to cease to be a reporting issuer. In connection with the Arrangement, Plateau issued to Bedrock Capital Corporation a finder’s fee equal to$600,625 payable in cash and2,666,666Plateau Shares and the Company issued to Axemen Resource Capital Ltd. (“Axemen”) a finder’s fee equal to $200,000 payable in cash and 867,882American Lithium Shares. The American Lithium Shares issued to Axemen will be subject to a four month hold from the applicable date of issuance. The finder’s fees are subject to the final approval of the TSX Venture Exchange.
Information for Former Plateau Shareholders
In order to receive the American Lithium Shares and Exchange Warrants in exchange for Plateau Shares, Plateaus shareholders who hold their Plateau Shares in physical certificates or DRS Statements, must complete, sign, date and return the letter of transmittal that was mailed to each Plateau shareholder with the meeting materials in April 2021. The letter of transmittal is also available under Plateau’s profile on SEDAR at
Welcome to the SEDAR Web Site / Bienvenue au Site Web SEDAR Plateau Shares held in a trading account will update automatically to reflect the receipt of the American Lithium Shares and the Exchange Warrants, generally within two weeks of the Effective Date. For those shareholders of Plateau whose Plateau Shares are registered in the name of a broker, investment dealer, bank, trust company, trust or other intermediary or nominee, they should contact such nominee for assistance in depositing their Plateau Shares and should follow the instructions of such intermediary or nominee.
As previously disclosed in Plateau’s management information circular dated March 31, 2021 (the “Circular”), a Plateau Shareholder wishing to file a tax election undersection 85 of the Income Tax Act (Canada) should consult its tax advisor. The deadline for submission of the tax election form to American Lithium is August 9, 2021.All eligible holders who wish to make a Section 85 election should give their immediate attention to this matter, and in particular should consult their tax advisors without delay.
Additional Information
For further details of the Arrangement, please see the arrangement agreement dated February 9, 2021, and Plateau’s management information circular dated March 31, 2021, each of which is available under Plateau’s profile on SEDAR at
www.sedar.comNone of the securities to be issued pursuant to the Arrangement have been or will be registered under the United State Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and any securities issued pursuant to the Arrangement are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
americanlithiumcorp.com > Merger News Release
