(Tecpetrol, 17.Oct.2023) — Tecpetrol Investments S.L. issued a reminder to shareholders of Alpha Lithium Corporation (NEO: ALLI) (OTC: APHLF) (German WKN: A3CUW1) to tender their shares in advance of the Offer deadline of 5:00 p.m. (Vancouver time) on 20 October 2023. Shareholders using a broker may have an earlier cut-off time and are urged to tender their shares immediately.
- The Tecpetrol Offer of C$1.48 in cash per share is the only offer to purchase all of the outstanding Common Shares that is currently open for acceptance by shareholders. No other binding offers have been received by Alpha.
- The Alpha Special Committee and the Board of Directors have unanimously recommended that Alpha shareholders accept the revised and enhanced Offer from Tecpetrol and tender their shares.
- PI Financial has confirmed that the increased Offer is fair to shareholders from a financial point of view.
- Shareholders that have already tendered do not need to take any further action.
- Questions or Need Assistance? Contact Laurel Hill Advisory Group at 1-877-452-7184 or email: assistance@laurelhill.com or visit https://www.tecpetrol.com/en/investors/alpha-lithium-offer for more information.
On 28 September 2023, the Board of Directors of Alpha, based on the unanimous recommendation of the Special Committee and after receiving a positive independent fairness opinion from PI Financial Corp., publicly announced its unanimous recommendation that shareholders tender their shares to the enhanced Tecpetrol Offer of C$1.48 in cash per share. Since then, a significant number of shares have been tendered to the Offer. As previously disclosed, the Offer represents Tecpetrol’s best and final offer to Alpha shareholders. No further extensions are contemplated.
It is a non-waivable condition of the Offer that there be validly deposited under the Offer more than 50% of the outstanding Alpha shares, excluding Alpha shares owned by Tecpetrol and its joint actors. If this legally required minimum tender condition is not satisfied by the expiry time of 5:00 p.m. (Vancouver time) on 20 October 2023, no Alpha shares will be acquired by Tecpetrol and Alpha shareholders will not be able to participate in the Offer and will not receive the Offer price of C$1.48 in cash per share.
Alpha shareholders who do not tender to the Offer will not receive the cash consideration of C$1.48 under the Offer. Shareholders should be aware that if the Offer is not successful or if they do not tender, they will face significant risks as Alpha shareholders, as described in Tecpetrol’s Second Notice Extension dated 3 October 2023. Since the announcement of the Offer, comparable lithium developer peers have traded down 41%1, while Alpha is up 24% as of 13 October 2023. Tecpetrol believes that Alpha’s share price may suffer significant downward pressure if the Offer is not completed.
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| 1 Lithium developer peers include Argosy Minerals, Galan Lithium, Lake Resources, Lithium Chile, Lithium South, Standard Lithium and Vulcan Energy. |
How to Tender Q&A
Q: How do I tender my Alpha shares?
A: Shareholders whose shares are registered in the name of an investment advisor, stock broker, bank, trust company or other intermediary should immediately contact that intermediary for assistance if they wish to accept the Offer so that the necessary steps can be taken to enable the deposit of such shares under the Offer. Intermediaries likely have established tendering cut-off times that are prior to the expiry time. Shareholders must instruct their intermediaries promptly if they wish to tender.
Registered shareholders who own Alpha Lithium share certificates or DRS statements representing their shares and wish to accept the Offer must properly complete and execute the Letter of Transmittal that accompanied the original take-over bid circular dated 8 June 2023 (printed on YELLOW paper) and deposit it, at or prior to the Expiry Time, together with certificate(s) or DRS Statements representing their Alpha shares and all other required documents, with Laurel Hill Advisory Group, the Depositary and Information Agent, at its office in Toronto, Ontario specified in the Letter of Transmittal in accordance with the instructions set forth in the Letter of Transmittal. These materials are also available at https://www.tecpetrol.com/en/investors/alpha-lithium-offer and on SEDAR+ under Alpha’s profile at www.sedarplus.ca.
Q: Who can I call if I have questions or require assistance in tendering my shares?
A: Shareholders who have questions or require assistance in tendering their Alpha shares may contact Laurel Hill Advisory Group, the Depositary and Information Agent for the Offer, by telephone toll-free inside North America at 1-877-452-7184, or outside North America at 1-416-304-0211, or by email at assistance@laurelhill.com. Additional information can also be found on Tecpetrol’s website at https://www.tecpetrol.com/en/investors/alpha-lithium-offer.
Q: What is the deadline for me to instruct my broker to tender my Alpha shares?
A: The Offer is open for acceptance until 5:00 p.m. (Vancouver time) on 20 October 2023. Shareholders whose shares are registered in the name of an investment advisor, stock broker, bank, trust company or other intermediary should immediately contact that intermediary for assistance if they wish to accept the Offer so that the necessary steps can be taken to enable the deposit of such shares under the Offer. Intermediaries likely have established tendering cut-off times that are prior to the expiry time. Shareholders must instruct their intermediaries promptly if they wish to tender.Additional Offer Details
Tecpetrol has filed a Second Notice of Extension in respect of the recent extension of the expiry time to 5:00 p.m. (Vancouver time) on 20 October 2023 that is available on SEDAR+ under Alpha’s profile at www.sedarplus.ca and has been mailed to Alpha shareholders in accordance with applicable law. Tecpetrol encourages shareholders to read the full details of the Offer and other important information, including information on how to tender to the Offer, set forth in Tecpetrol’s Second Notice of Extension and related offer documents.
About the Tecpetrol Energy Transition Unit
Tecpetrol’s Energy Transition Unit is Techint Group’s dedicated business unit responsible for advancing its position in the global energy transition through investments in decarbonized energy sources, carriers and technologies, with the objective of contributing to a significant reduction in the carbon footprint. As part of this initiative through its subsidiary Techenergy Lithium S.A., Tecpetrol has built a lithium processing pilot plant in northern Argentina engineered for scale, which supports a production flowsheet involving direct lithium extraction. For additional information on Tecpetrol, please visit its website at https://www.tecpetrol.com/en.
The Techint Group is a global conglomerate with diversified business lines in steelmaking, complex infrastructure construction, design and construction of industrial plans and machinery, technologies for the metals and mining industries, oil and gas exploration and production and research-oriented health facilities. Through our six main companies – Tenaris S.A. (NYSE and Mexico: TS and EXM Italy: TEN), Ternium S.A. (NYSE: TX), Techint Engineering & Construction, Tenova, Tecpetrol and Humanitas – the Techint Group operates on six continents, employs 79,300 employees and generates over US$33bn in annual revenue. We have an extensive track record of completing large transactions in industrial and extractive sectors around the globe, including in Canada, and in navigating complex regulatory frameworks.
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