Western Lithium and Lithium Americas Announce Shareholder Approval of Plan of Arrangement
VANCOUVER and TORONTO, Sep 1, 2015 - Western Lithium USA Corp. ("Western Lithium") (TSX:WLC) (OTCQX:WLCDF) and Lithium Americas Corp. ("Lithium Americas") (TSX:LAC) are pleased to announce that each company held a special meeting of its shareholders earlier today, and that the previously announced plan of arrangement (the "Arrangement") involving Western Lithium and Lithium Americas was approved by the shareholders of each of Western Lithium and Lithium Americas. 98.25% of the shares represented at the Western Lithium special meeting were voted in favour of an ordinary resolution authorizing the issuance of such number of common shares in the capital of Western Lithium ("Western Lithium Shares") as is necessary to acquire all of the outstanding common shares of Lithium Americas pursuant to an arrangement agreement dated June 30, 2015 (the "Arrangement Agreement").
99.91% of the shares represented at the Lithium Americas special meeting were voted in favour of the Arrangement and 99.90% of the shares represented by "minority" shareholders within the meaning of applicable securities laws were voted in favour of the Arrangement. Pursuant to the Arrangement, Lithium Americas shareholders will receive 0.789 of a Western Lithium Share for each common share of Lithium Americas held. The disinterested shareholders of Lithium Americas also approved an ordinary resolution authorizing the issuance of such number of common shares of Lithium Americas as is necessary to settle certain change of control payments otherwise payable by LAC in cash to certain of its executive officers.
Lithium Americas will apply for a final order approving the Arrangement from the Ontario Superior Court of Justice (Commercial List) on September 3, 2015. If all conditions specified in the Arrangement Agreement are satisfied or waived, it is anticipated that the Arrangement will become effective on or about September 4, 2015.
In addition, at the Western Lithium special meeting, shareholders also approved an ordinary resolution authorizing the issuance of up to 10,078,043 Western Lithium Shares upon the conversion of subscription receipts previously issued to an affiliate of The Bangchak Petroleum Public Company Limited and such number of additional Western Lithium Shares as become issuable pursuant to the "down-round" adjustment provisions of such subscription receipts. As a result of such shareholder approval, 2,764,263 subscription receipts are now eligible for, and in due course will be, converted into 3,023,412 Western Lithium Shares, and the US$1,500,000 proceeds in respect thereof will be released from the escrow agent to Western Lithium. The remaining 6,449,948 subscription receipts will be eligible for conversion into Western Lithium Shares, and the US$3,500,000 proceeds in respect thereof will be released from escrow, upon completion of certain performance-related conditions, which are anticipated to be completed in the fall of 2015.
About Western Lithium
Western Lithium is developing its Kings Valley, Nevada, lithium deposit into a strategic, scalable and reliable source of high quality lithium products. Western Lithium is positioning itself as a major U.S.-based supplier to support the rising global demand for lithium that is expected from the increased use of hybrid/electric vehicles, consumer electronics, and consumer and industrial lithium battery storage applications. In addition, Western Lithium is pursuing the opportunity to be a supplier of specialty drilling additive, Hectatone™ and potentially other organoclays for the oil and gas and other industries.
About Lithium Americas
Lithium Americas has defined a major lithium brine resource, and a completed definitive feasibility study identified that Lithium Americas' operating cost per tonne of lithium carbonate is expected to be one of the lowest in the industry.
Forward-Looking Statements
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation, and "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively referred to as "forward-looking information"). All statements, other than statements of historical fact, may be forward-looking information. Forward looking information can be identified by the use of statements that include words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "propose", "potential", "targeting", "scheduled", "implementing", "intend", "could", "might", "should", "believe" and similar words or expressions. Information provided in this news release is necessarily summarized and may not contain all available material information.
Forward-looking information in this news release includes, but is not limited to: information concerning the timing and receipt of the final order of the Ontario Superior Court of Justice (Commercial List), completion of the Arrangement, including the issuance of securities in connection therewith; and the timing of completion of the Arrangement; the satisfaction of conditions to and timing of, conversion of the subscription receipts; the potential of Western Lithium to become a supplier of lithium products to battery manufacturers and a supplier of specialty drilling additive, Hectatone™ and potentially other organoclays for the oil and gas and other industries.
Forward-looking information expresses, as at the date of this news release, plans, estimates, forecasts, projections, expectations, or beliefs as to future events or results. All such forward-looking information is based on certain assumptions, estimates, expectations, analyses and opinions made by management in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. Assumptions upon which such forward-looking information is based include, without limitation: that all required third party, regulatory and governmental approvals to the business combination will be obtained and all other conditions to completion of the business combination will be satisfied or waived; the business combination will be completed; no significant event occurring outside of the ordinary course of business of Western Lithium and Lithium Americas; legislative and regulatory environment; impact of increasing competition; current technological trends; prices of lithium and potash; costs of development and production; anticipated results of exploration and development activities; Western Lithium's and/or Lithium America's ability to operate in a safe and effective manner; and ability to obtain financing on reasonable terms. Readers are cautioned that the foregoing list is not exhaustive.
Western Lithium's and Lithium America's actual results, programs and financial position could differ materially from those anticipated in such forward-looking information as a result of numerous factors, risks and uncertainties, many of which are beyond Western Lithium's and Lithium America's control. These include, but are not limited to: possible variations in mineral resource and reserve estimates; grade/concentration or recovery rates; lithium or potash prices; operating or capital costs; changes in project parameters as plans continue to be refined; legislative changes that impact the operations in which Western Lithium and Lithium Americas conduct business; results of exploration activities and development of mineral properties; interpretation of geological data; receipt and security of mineral property titles; failure of plant, equipment or processes to operate as anticipated; accidents; labour disputes; the inability to obtain key personnel and parts related to operations; receipt of licenses to conduct mining activities; country and political risks; civil unrest; community relations; timing and possible outcome of pending litigation; liabilities and risks, including environmental liabilities and risks inherent in the development and production of Western Lithium's and Lithium America's properties; cost overruns or unanticipated costs and expenses; the availability of funds; currency fluctuations; general market and industry conditions; competition; the business of the companies not being integrated successfully or such integration proving more difficult, time consuming or costly than expected; failure of Lithium Americas to enter into an agreement with POSCO to put the Cauchari-Olaroz project into commercial production using POSCO's proprietary lithium and potash extraction technology; the fact that POSCO's extraction technology tested at the Cauchari-Olaroz project is secret and proprietary to POSCO and not subject to any independent economic study; risk of putting a project into production without first completing a feasibility study; and delays in obtaining governmental and regulatory approvals, as well as those factors more fully described under the heading "Risk Factors" in Western Lithium's annual information form and most recently filed management discussion & analysis, and described under the heading "Risk Factors" in Lithium America's annual information form, available on SEDAR. There is no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers are cautioned not to place undue reliance on forward-looking information. Western Lithium does not intend, and expressly disclaims any obligation to, update any forward-looking information whether as a result of new information, future events or otherwise, except as, and to the extent required by, applicable securities laws.
Contact
Western Lithium USA Corp.
Investor Relations
778-656-5820
info@westernlithium.com
www.westernlithium.com
Lithium Americas Corp.
John Kanellitsas, President and CEO
208-309-2728
john.kanellitsas@lithiumamericas.com
www.lithiumamericas.com
