American Lithium and Plateau Energy Metals completed the acquisition by American Lithium of all of the issued and outstanding common shares of Plateau by way of a statutory plan of arrangement under the provisions of the Business Corporations Act (Ontario). The arrangement came into effect at 12:01 am (Toronto time) on May 11, 2021, making Plateau a wholly owned subsidiary of American Lithium.
- Merger combines two of the world’s largest lithium development projects
- Option offered by a large-scale advanced uranium project with a robust economy
- Geographic and geological diversity in jurisdictions favorable to mining
- Moving Forward Management and Board of Directors combine deep technical expertise with a global reach in capital markets and a history of creating shareholder value
- Merger Creates Leading Energy Metals Developer Focused on the Americas at a Time When Securing a Sustainable Supply of Critical Minerals is a Global Priority
- Strong working capital with approx. $ 19 million in cash at close
“We are delighted to complete this acquisition of Plateau, which significantly increases our asset portfolio and expands our range of opportunities in the Americas. I would like to take this time to welcome our new colleagues from Le Plateau, who bring a very complementary set of skills. Not only is this important for the continued development of the Plateau assets, but also their success in producing battery grade lithium at Falchani will be directly relevant as we focus on this step at TLC ”, Simon Clarke, CEO and Director of American Lithium said.
“The merger of Plateau and American Lithium combines two major undeveloped lithium assets and creates a development stage company with one of the largest combined lithium resources in the world. The merger also guarantees us the financial strength, capital markets expertise and shareholder support necessary to accelerate the development of all our assets and build on the last decade of work undertaken and the milestones achieved in Peru. We continue to believe that our success will position Peru as a major supplier of energy metals ”, Dr Laurence Stefan, Interim CEO and Director of Plateau, mentioned.
Completion of the arrangement
Pursuant to the Arrangement, among other things, each holder of Plateau shares is entitled to receive 0.29 common shares of American Lithium (each whole share one “American Lithium share”) and 0.145 of one warrant. American Lithium common share subscription. (each whole warrant is a “voucher”) for each Plateau share held immediately before the Effective Time (the “Exchange Ratio”). Each entire voucher will allow its holder to acquire one share of American Lithium at a price of $ 3.00 until May 11, 2024. American Lithium will use commercially reasonable efforts to register the vouchers as soon as possible. after the transaction is closed.
Each existing Plateau share purchase warrant, during its exercise at the effective time or after, in accordance with its conditions, will allow its holder to acquire 0.29 shares of American Lithium and 0.145 of one exchange warrant for each Plateau share that the warrant holder would have been entitled to acquire prior to the closing of the Arrangement. The 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 this option to purchase Plateau shares immediately before the Effective Date of the Arrangement, multiplied by (B) 0.29 of one American Lithium Unit for each Plateau Unit. Each Plateau Restricted Share Unit and Deferred Share Unit vested immediately prior to the Effective Time and was exchanged for one Plateau Share, and its holders participated in the Arrangement as shareholders of Plateau. Pursuant to the arrangement, American Lithium acquired 127,213,511 Plateau shares, representing 100% of the outstanding Plateau shares.
American Lithium intends to delist Plateau shares from the TSX Venture Exchange as soon as possible. American Lithium also intends to cause Plateau to apply to the relevant securities regulatory authorities to cease Plateau as a reporting issuer.
As part of the Arrangement, Plateau issued to Bedrock Capital Corporation a finder’s fee equal to $ 600,625 payable in cash and 2,666,666 Plateau shares and the Company issued to Axemen Resource Capital Ltd. finder’s commission equal to $ 200,000 payable in cash and 867,882 shares of American Lithium. American Lithium shares issued to Axemen will be subject to a four-month holdback from the applicable issue date. Finder’s fees are subject to final approval by the TSX Venture Exchange.
Moving forward Management / Board of Directors
As recently announced, Simon Clarke will be the CEO and a director of the company going forward. Andrew Bowering will step down from his current role of CFO and director to become president of the company. Michael Kobler will be stepping down from American Lithium’s board of directors but will remain with the company as managing director of operations in the United States. GA (Ben) Binninger remains an independent director and Graham Ballachey remains VP Engineering.
On the Plateau side, Dr. Laurence Stefan will join the Company as President, Chief Operating Officer and Director. Philip Gibbs will become CFO and Ted O’Connor will join the board of directors and will also be technical advisor and qualified person for the company’s projects.
Dr. Stefan, the founder of Plateau Energy Metals (formerly Macusani Yellowcake) has over 30 years of experience in the mining industry (exploration, development, mining, processing and marketing), as General Manager in Peru since 2007 Dr. Stefan previously worked for Gold Fields of South Africa and JCI (Pty) Ltd. He has extensive experience spanning over 100 projects across 6 continents and led the Falchani lithium project discovery team.
Philip Gibbs, the current CFO of Plateau, has extensive experience with publicly traded mining and mineral exploration companies operating in Africa and South America. Mr. Gibbs is also Chief Financial Officer of Cobalt BlockChain Inc. and Asante Gold Corporation.
Ted O’Connor, P.Geo, MSc. is a professional geoscientist with over 30 years of experience in the exploration industry and has been involved with Macusani Yellowcake and Plateau since shortly after its inception. Previously, as Director of Business Development for Cameco, Ted was responsible for the assessment, management and exploration of uranium deposits around the world. He has successfully led a new generation of projects from the first explorations to the discovery of several uranium projects and was also part of the Falchani project discovery team.
About American Lithium
American Lithium is actively engaged in the acquisition, exploration and development of lithium deposits in mining-friendly jurisdictions across the Americas. The company is currently exploring and developing the TLC lithium project located in the highly promising lithium district of Esmeralda, Nevada. TLC is close to infrastructure, 3.5 hours south of the Tesla Gigafactory, and in the same basin environment as the Albemarle Silver Peak lithium mine, and several advancing deposits and resources, including Rhyolite Ridge and Cypress Development of Ioneer Ltd. (formerly Global Geoscience) Clayton Valley Project of Corp.
About Plateau Énergie Métaux
Plateau Energy Metals Inc., a Canadian exploration and development company, is enabling the new energy paradigm by exploring and developing its Falchani lithium and Macusani uranium projects in southeastern Peru, both located close to important infrastructure.