Orocobre Limited (ASX:ORE) entered into a definitive agreement to acquire remaining 65.3% stake in Advantage Lithium Corp. (TSXV:AAL) for CAD 44.8 million on February 18, 2020. Under the terms of the agreement Advantage Lithium Corp.'s shareholders will receive 0.142 shares of Orocobre Limited, for each share held. The transaction will allow Orocobre Limited to acquire 100% of Advantage Lithium Corp. shares that it does not already own and will see Orocobre Limited issue approximately 15.1 million shares in exchange of 106 million Advantage Lithium Corp.'s shares, which in turn will increase the total issued shares of Orocobre Limited by 5.8%. Each outstanding Advantage Lithium Corp.'s restricted share unit will be assigned and transferred to Orocobre Limited in exchange for the issuance of a number of Orocobre Limited shares as is equivalent in value to the amount the consideration. Each outstanding option to acquire shares of Advantage will be assigned and transferred to Advantage in exchange for the issuance of a number of shares of Orocobre as is equivalent in value to the amount the consideration issued in respect of an Advantage share pursuant to the arrangement exceeds the exercise price of such Advantage option. Upon closing, Advantage Lithium Corp. will become a wholly owned subsidiary of Orocobre Limited. Orocobre Limited will also acquire Advantage Lithium Corp.'s exploration properties including those at Antofalla and Incahuasi. In the event of a superior proposal, Orocobre Limited has the right to either match such superior proposal or receive a termination fee in the amount of CAD 1 million.

Upon completion, all of the members of the Advantage Board will resign and the current management team of Orocobre will manage Advantage after completion of the transaction. The transaction is subject to approval by the Supreme Court of British Columbia, regulatory approvals, stock exchange approvals, approval of at least 66.7% of the votes cast by shareholders of Advantage Lithium Corp. at a meeting to be held on April 14, 2020, and shareholders of Advantage Lithium Corp. not having exercised their dissent rights in connection with the transaction in connection with more than 5% of the outstanding shares of Advantage Lithium Corp., the conditional approval of the TSX to list Orocobre's shares to be issued pursuant to the arrangement, among others. The transaction will also require minority approval in accordance with Multilateral Instrument 61-101. The transaction is also subject to customary conditions, including support of the transaction by Directors, officers and significant shareholders of Advantage Lithium Corp., and receipt of third party approvals. Directors, officers, and certain key Advantage Lithium shareholders representing an aggregate of approximately 11.55% of the issued and outstanding Advantage Lithium Corp. shares have signed support agreements to vote their respective shares in favor of the transaction.

The Board of Directors of Orocobre Limited has approved the transaction. The Board of Directors of Advantage Lithium Corp., upon unanimous recommendation of the special committee, has unanimously approved the transaction and has recommended the shareholders to vote in favor of the transaction. On March 13, 2020, Advantage obtained the interim order of the court. As on April 14, 2020, the transaction was approved by the shareholders of Advantage Lithium. In addition to the approval of the arrangement, all proposed Director Nominees were duly elected as Directors of the company and they are Callum Grant, David Cross, Miguel Peral, Richard Seville, Rick Anthon and Alicia Milne. The court hearing in respect of the final order is scheduled to take place on April 16, 2020. If the transaction receives shareholders' approval and all other conditions precedent are satisfied or waived, it is expected that it would close approximately one week thereafter. The outside date for the transaction is June 30, 2020. As of April 14, 2020, assuming all conditions are satisfied, the transaction is anticipated to be completed before market open on April 17, 2020. PI Financial Corp. acted as financial advisor and Matthew Cumming of McCarthy Tétrault LLP acted as legal advisor for Orocobre Limited. Desmond M Balakrishnan, Arman Farahani and Melanie Harmer of McMillan LLP acted as legal advisor while Fort Capital Partners acted as financial advisor for Advantage Lithium Corp. and provided fairness opinion to the special committee of Advantage Lithium Corp. Computershare Investor Services Inc. acted as depositary for Orocobre and Advantage. Broadridge Financial Solutions, Inc. acted as information agent for Advantage Lithium.