Adriatic Metals PLC (ASX:ADT) signed a binding letter agreement to acquire Tethyan Resource Corp. (TSXV:TETH) for CAD 15.6 million on May 10, 2020. On June 12, 2020, Adriatic Metals entered into a definitive agreement to acquire Tethyan Resource. Adriatic shall issue 0.166 shares for each Tethyan share, as consideration and as a result, shareholders of Tethyan will get a shareholding of 6.9% stake in Adriatic. The consideration is a premium of 47% to the 20-day volume weighted average price of CAD 0.131 per share on May 8, 2020. In a related transaction, Tethyan has entered into an agreement to acquire EFPP d.o.o. Adriatic will provide a secured convertible loan of up to €1.3 million (CAD 1.97 million) in three tranches to enable Tethyan to close the transaction for the acquisition of EFPP d.o.o. In the event of termination, Adriatic will pay a termination fee of CAD 0.35 million while Tethyan will pay CAD 0.7 million. Tethyan will apply to delist the Tethyan Shares from the TSX Venture Exchange. Fabian Baker, President and Chief Executive Officer of Tethyan, will join Adriatic as Corporate Development Manager following closing.

The transaction is subject to Adriatic completing and being satisfied with its due diligence investigations of Tethyan, approval of 66 2/3% of Tethyan shareholders and approval from British Columbia Supreme Court. The transaction is also subject to first closing of the EFPP acquisition having been completed, spinning out of EFPP licenses into a new legal entity, customary regulatory approvals including those of the ASX and TSX-V as required. The transaction is subject to Tethyan shall have no more than CAD 0.1 million in liabilities due and the listing of the Adriatic shares to be issued there under on the London Stock Exchange. Tethyan's Board of Directors has unanimously approved the transaction and has unanimously resolved to recommend that its shareholders vote in favor of the transaction and the Board has voting support agreements received from approximately 54% of Tethyan shareholders. Tethyan shareholders meeting will take place on August 6, 2020. Tethyan received conditional acceptance to the Arrangement from the TSXV on July 7, 2020. As on July 13, 2020, Tethyan have obtained the interim order of the Supreme Court in connection with the acquisition, such that Tethyan shall hold the annual general and special meeting of the holders of common shares of Tethyan to approve the transaction. As of July 14, 2020, the annual general and special meeting of Tehthya is scheduled on August 17, 2020. The court hearing is scheduled on August 20, 2020. The shareholders of Tethyan approved the transaction on August 17, 2020. As of August 20, 2020 Supreme Court of British Columbia has given the final approval for the transaction. The transaction is expected to close by end of August 2020. As of August 17, 2020 closing of the transaction is anticipated to occur in September, 2020. As of September 3, 2020, Tethyan has met the final substantive condition precedent to set a closing date pursuant to the arrangement agreement with Adriatic, and as such the anticipated closing date is October 2, 2020. As a result, Adriatic and Tethyan have entered into a letter of amendment extending the outside date for closing the transaction to October 9, 2020.

Tamesis Partners LLP acted as financial advisor, Locke Lord (UK) LLP and Rod Talaifar of Sangra Moller LLP acted as legal advisers, and BDO Canada LLP acted as an accountant for Adriatic. Jed M. Hops of Morton Law LLP and Russel Shear of Edwin Coe LLP as legal advisers acted as legal advisors for Tethyan. Computershare Investor Services Inc. acted as depository and transfer agent for Tethyan. Computershare Investor Services PLC served as transfer agent for Adriatic Metals and Computershare Trust Company of Canada served as depositary for Adriatic Metals.