Securityholders are encouraged to review and consider the information circular in connection with the Special Meeting. A copy of the information circular and all other meeting materials is available on SEDAR at www.sedar.com and on the Plateau website at https://plateauenergymetals.com/special-meeting/.
The directors and management of Plateau recommend that eligible Plateau Securityholders VOTE FOR the Arrangement.
Closing of the Arrangement is anticipated to occur on or about
Additional Background to the Arrangement
Special Committee
In connection with the Arrangement, the Company formed a special committee (the “Special Committee”) of the board of directors (the “Board”) on
- examine and review, from the point of view of the best interests of the Company, the merits and fairness of any proposed strategic transactions (the “Proposed Transactions”) in conjunction with management and financial and legal advisors;
- to consider, assess, examine and advise the Board regarding any and all alternatives to the Proposed Transactions which may be available to the Company to enhance shareholder value including, without limitation, in the context of a change of control or sale of the Company’s assets or soliciting competing offers from third parties;
- to consider and advise the Board as to whether the Proposed Transactions are in the best interests of the Company and its shareholders and whether the Proposed Transactions should be pursued by the Company and, if necessary or appropriate, recommended to its shareholders;
- to the extent necessary or appropriate, supervise the negotiation by management of the terms of the Proposed Transactions and any agreements necessary to give effect thereto;
- to report to the Board on its activities and recommendations from time to time and to provide such advice as requested by the Board in respect of any value enhancement initiative which may be proposed;
- to oversee and assist with:
(i) the procedures necessary to obtain all necessary or appropriate regulatory, shareholder or other approvals of the Proposed Transactions and comply with applicable corporate and securities requirements; and
(ii) the preparation of all necessary or appropriate disclosure in respect of the Proposed Transactions, including such materials as are necessary in connection with obtaining shareholder approval of the final terms of any Proposed Transactions, including the Arrangement; and
- ensure such process is fair and equitable.
At the request of the Special Committee, Mr.
Haywood Fairness Opinion
The Special Committee determined that
In preparation of the Fairness Opinion, Haywood relied upon: due diligence reporting by management of Plateau without independent verification; public disclosure documents and technical reports of both parties; audited and unaudited financial statements of both parties; discussions with management of Plateau and internal reports, models and documents; sector financial due diligence including, but not limited to, peer valuations, industry analysis, analyst research reports, and precedent transaction analysis; and review of the draft transaction documents with respect to the Arrangement.
The Fairness Opinion was based upon a selection of methodologies deemed appropriate in the circumstances by Haywood, including: premium analysis (including both the share and warrant consideration) relative to precedent transactions and Plateau’s historic trading price range; multi-scenario net asset value analysis; analysis of comparable public companies; analysis of the public market trading liquidity of each company; review of strategic alternatives; and an assessment of risk diversification.
Drawing on the conclusions of its analysis, Haywood determined in its Fairness Opinion that, as of the date of the Arrangement, and based upon and subject to the assumptions, limitations and qualifications stated therein, the consideration to be received by the shareholders of Plateau under the Arrangement is fair, from a financial point to view, to such shareholders.
Locked-Up Shareholders
In connection with the Arrangement, each of the directors and senior officers of the Company, as well as certain significant shareholders (the “Locked-Up Shareholders”) representing in aggregate, approximately 17% of Plateau’s outstanding common shares as at the date of announcement, have entered into voting and support agreements with American Lithium pursuant to which they have agreed to vote, or cause to be voted, all of the securities of the Company held or controlled by them in favour of the Arrangement. The table below sets out the name of each Locked-Up Shareholder and the number of securities of the Company beneficially owned or controlled by each.
Locked-Up Shareholder | Shares | Options | Share Purchase Warrants | RSUs | DSUs |
704,620 | 1,281,000 | 267,320 | 301,808 | - | |
613,712 | 350,000 | 321,118 | 11,710 | 51,139 | |
1,540,563 | 350,000 | 350,284 | 11,710 | 51,139 | |
435,000 | 375,000 | - | 26,284 | 94,889 | |
198,265 | 486,200 | 13,158 | 68,898 | - | |
5,880,849 | 1,126,000 | 1,452,972 | 381,026 | - | |
Ted O’Connor | 358,050 | 860,000 | - | 31,213 | 51,139 |
Wayne Drier | 1,674,290 | 330,000 | 1,025,696 | 11,710 | 51,139 |
130,320 | 111,440 | 55,320 | 49,988 | - | |
2,000,000 | - | - | - | - | |
3,800,000 | - | - | - | - |
Additional Information Regarding the Special Meeting
Securityholder Vote
Each common share and stock option entitled to be voted at the Special Meeting will entitle the holder to one vote at the Special Meeting. In order to become effective, the Arrangement must be approved by at least (i) 66 2/3% of the votes cast by holders of common shares present in person or represented by proxy at the Special Meeting; (ii) 66 2/3% of the votes cast by Securityholders, voting together as a single class, present in person or represented by proxy at the Special Meeting; and (iii) a majority of the votes cast by holders of common shares other than votes attached to common shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
As required by MI 61-101, the Shares held by
The securities Mr. O’Connor and
About
For further information, please contact:
Chair of the Board | Facebook: | www.facebook.com/pluenergy/ |
+1-416-628-9600 | Twitter: | www.twitter.com/pluenergy/ |
IR@PlateauEnergyMetals.com | Website: | www.PlateauEnergyMetals.com |
Neither
Forward Looking Statements
This news release may contain certain forward-looking information and forward-looking statements (collectively “forward-looking statements”) within the meaning of applicable securities legislation. All statements, other than statements of historical fact, are forward-looking statements. These include statements regarding the Special Meeting, the Arrangement, the completion of the Arrangement, the intent of American Lithium and Plateau (the “Companies”), or the beliefs or current expectations of the officers and directors of the Companies post-closing of the Arrangement. Forward-looking statements in this news release also include any statements regarding the business plans, expectations and objectives of the Companies.
Forward-looking statements are frequently identified by such words as "may", "will", "plan", "expect", "anticipate", "estimate", "intend", “indicate”, “scheduled”, “target”, “goal”, “potential”, “subject”, “efforts”, “option” and similar words, or the negative connotations thereof, referring to future events and results. Forward-looking statements are based on the current opinions and expectations of management are not, and cannot be, a guarantee of future results or events. Although the Companies believe that the current opinions and expectations reflected in such forward-looking statements are reasonable based on information available at the time, undue reliance should not be placed on forward-looking statements since the Companies can provide no assurance that such opinions and expectations will prove to be correct.
All forward-looking statements are inherently uncertain and subject to a variety of assumptions, risks and uncertainties, including risks, uncertainties and assumptions related to: the Companies' ability to complete the Arrangement; the Companies' ability to secure the necessary security holder and regulatory approvals required to complete the Arrangement; risks related to the satisfaction or waiver of certain conditions to the closing of the Arrangement; the Companies' ability to achieve their stated goals as a result of the Arrangement; the estimated costs associated with the advancement of the Projects; risks and uncertainties relating to the COVID-19 pandemic and the extent and manner to which measures taken by governments and their agencies, the Companies or others to attempt to reduce the spread of COVID-19 could affect the Companies, which could have a material adverse impact on many aspects of the Companies’ businesses including but not limited to: the ability to access mineral properties for indeterminate amounts of time, the health of the employees or consultants resulting in delays or diminished capacity, social or political instability in
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