Posting of the Circular, Notice of Special Meeting, Salient Dates and Times and Update on the Atlatsa Comprehensive Restructuring and Going Private Transaction
JOHANNESBURG, June 21, 2019 - Atlatsa Resources Corporation ("Atlatsa" or the "Company") (TSX: ATL; JSE: ATL) shareholders ("Shareholders") are referred to the comprehensive restructuring and going private transaction announcement published by the Company on December 12, 2018 ("Announcement") wherein Shareholders were advised of, inter alia, the Composite Transaction (as defined in the Announcement) to be implemented by way of a Canadian court-approved plan of arrangement ("Plan of Arrangement") under section 288 of the Business Corporations Act (British Columbia) (the "BCBCA") (the "Arrangement"). 1. POSTING OF CIRCULAR
Shareholders are advised that the notice of the special meeting of Shareholders ("Meeting") accompanied by, inter alia, the management information circular ("Circular") (collectively, the "Meeting Materials") will be distributed to Shareholders on Thursday, July 4, 2019 ("Posting Date"). The Meeting Materials will also be available on the Company's website, on or about the Posting Date, at: http://www.atlatsaresources.co.za/investors-and-media.
To obtain a thorough understanding of the Composite Transaction and the Arrangement, Shareholders are advised to refer to the full terms and conditions pertaining thereto, to be set out in the Meeting Materials.
2. SPECIAL MEETING
The Meeting will be held at 1 Protea Place, Sandton, Johannesburg, South Africa, 2196 on August 2, 2019 at 4:00 p.m. (South African Standard Time) or 7:00 a.m. (Pacific Daylight Time), with a simulcast live by video conference to Atlatsa's registered office in Canada at Suite 1700, Park Place, 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8, for the purpose of passing the resolution(s) required to approve the Arrangement, with or without modification.
3. SALIENT DATES AND TIMES 1
| 2019 | |
| Notice of posting of the Meeting Materials published on SENS and released on SEDAR, on | Friday, June 21 |
| Notice of posting of the Meeting Materials published in the South African press, on | Monday, June 24 |
| Record date to determine which Shareholders are entitled to receive the Meeting Materials and the right to attend and vote at the Meeting, on 2 | Friday, June 28 |
| Posting of the Meeting Materials to Shareholders, on | Thursday, July 4 |
| Forms of proxy to be received by the Company's transfer secretaries or transfer agents ("Transfer Secretaries") by 4:00 p.m. (South African Standard Time) or 7:00 a.m. (Pacific Daylight Time), on 3, 4, 5 | Wednesday, July 31 |
| Last date for registered holders of the Company's common shares ("Common Shares") to exercise dissent rights in respect to the Common Shares held by them in connection with the Arrangement, in terms of sections 237 to 247 of the BCBCA, by 4:00 p.m. (South African Standard Time) or 7:00 a.m. (Pacific Daylight Time), on | Wednesday, July 31 |
| Meeting to be held at 4:00 p.m. (South African Standard Time) or 7:00 a.m. (Pacific Daylight Time), on | Friday, August 2 |
| Results of the Meeting published on SENS and released on SEDAR, on | Monday, August 5 |
| Results of the Meeting published in the South African press, on | Tuesday, August 6 |
Notes:
- All of the dates and times set out in this announcement are subject to change, with the approval of the JSE and the TSX, if required. Any change in the dates and times will be published on SENS, SEDAR and in the South African press.
- The record date for the determination of Shareholders entitled to receive notice of the Meeting and the right to attend and vote thereat is in accordance with the Securities Act (British Columbia), as amended from time to time. Dematerialised South African Shareholders are advised that, as trading in Common Shares on the JSE is settled, in accordance with the rules of Strate Proprietary Limited, within 3 (three) business days after the trade, South African Shareholders trading in dematerialised Common Shares after 3 (three) business days prior to the record date may not be eligible to receive the Meeting Materials and attend and vote at the Meeting.
- Beneficial or dematerialised Shareholders must provide their broker or central securities depository participant (herein referred to as, the "Intermediaries") with their instructions for voting at the Meeting by the cut-off date and time stipulated by their Intermediaries, in terms of their respective custody agreements.
- Any form of proxy not delivered to the relevant Transfer Secretaries by the stipulated date and time may be handed to the Chair of the Meeting (or any adjournment(s) or postponement(s) thereof) before such Shareholder's voting rights are exercised at the Meeting (or any adjournment(s) or postponement(s) thereof).
- If the Meeting is adjourned or postponed, the forms of proxy submitted for the initial Meeting will remain valid in respect of any adjournment(s) or postponement(s) of the Meeting.
Shareholders should refer to the Circular for the estimated timelines pertaining to the settlement of the Share Cash-Out Consideration (as defined in the Announcement) and the expected date for the delisting of the Common Shares from the JSE and the TSX upon implementation of the Composite Transaction ("Delisting"), subject to the Arrangement being approved and becoming unconditional.
4. UPDATE ON THE CONDITIONS TO EFFECTIVENESS OF THE ARRANGEMENT
Shareholders are further advised that the following conditions to effectiveness of the Arrangement, as referred to in the Announcement, have been fulfilled:
- The exchange control authorities of the South African Reserve Bank have granted approval for the transactions contemplated in the Plan of Arrangement, which approval contains certain requirements to be completed within 6 (six) months of the Delisting.
- The Department of Mineral Resources of South Africa has granted approval for the transactions contemplated in the Plan of Arrangement in terms of sections 11 and 102 of the South African Mineral and Petroleum Resources Development Act, No. 28 of 2002.
Shareholders are referred to the Announcement for the remaining conditions to effectiveness of the Arrangement which includes, inter alia, the Required Shareholder Approvals (as defined in the Announcement).
5. FURTHER INFORMATION
Further details regarding the settlement of the Share Cash-Out Consideration and the Delisting will be published following the fulfilment, satisfaction or waiver of all conditions to effectiveness of the Arrangement. Copies of the Circular, the Plan of Arrangement, the Transaction Agreements (as defined in the Announcement) and certain related documents will be made available under the Company's profile on SEDAR, on or about the Posting Date, at: www.sedar.com.
6. QUERIES
For further information please contact
Joel Kesler
Chief Commercial Officer
Office: +27 10 286 1166
Email: Joel@atlatsa.com
Corporate Advisor, transaction and JSE Sponsor to Atlatsa: One Capital
South African attorneys to Atlatsa: Cliffe Dekker Hofmeyr Inc.
Canadian legal counsel to Atlatsa: Stikeman Elliott LLP
U.S. legal counsel to Atlatsa: Skadden, Arps, Slate, Meagher & Flom LLP
Independent Financial Advisor to the Special Committee: Duff & Phelps Canada Limited
Cautionary note regarding forward-looking information
This document contains "forward-looking statements" within the meaning of the applicable Canadian securities laws, that are based on Atlatsa's expectations, estimates and projections as of the dates as of which those statements are made, including statements relating to the Arrangement, the completion and effective date of the Arrangement, the receipt of necessary approvals, including applicable court, shareholder, governmental entity, TSX, JSE and regulatory and other third-party approvals and consents, the statements made based upon the Formal Valuation and Fairness Opinion, the perceived benefits and completion of the Arrangement, the proposed delisting from the TSX and the JSE and the business, financial and operational performance of the Company. Generally, these forward-looking statements can be identified by the use of forward-looking terminology and can be identified by words such as "anticipate", "estimate", "project", "expect", "intend", "believe", "plan", "forecasts", "predicts", "schedule", "forecast", "predict", "will", "could", "may", or their negatives or other comparable words.
Such forward-looking statements and forward-looking information are based, in part, on factors and assumptions that may change, thus causing actual results to differ from those expressed by the forward-looking statements or forward-looking information. Such factors and assumptions include the approval of the Plan of Arrangement by the court, shareholder, governmental entities, TSX, JSE and regulatory and other third-party approvals and consents, and the implementation of the terms of the Plan of Arrangement, the agreement relating to the Prospecting Rights Disposition and the agreement relating to the RPM Debt Write-Off and the ATH Debt Write-Off.
Such forward-looking statements and forward-looking information involve known and unknown risks, uncertainties and other factors that may cause Atlatsa's actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements or forward-looking information. Such risks and factors include, but are not limited to, the failure to satisfy the conditions to closing of the Arrangement, including the receipt of the required court, shareholder, governmental entities, TSX, JSE and other regulatory and other third-party approvals and consents, the occurrence of any event, change or other circumstance that could give rise to the termination of, or failure to complete, the Arrangement, or a material adverse effect with respect to the Company, uncertainties related to the implementation of the Arrangement; uncertainties related to satisfying the conditions precedent of the Arrangement; changes in and the effect of government policies with respect to mining and natural resource exploration, development and exploitation; continuing availability of capital and financing; general economic, market or business conditions; failure of plant, equipment or processes to maintain the Bokoni Mine on care and maintenance; labour disputes, industrial unrest and strikes; political instability; suspension of operations and damage to mining property as a result of community unrest and safety incidents; insurrection or war; delays in obtaining government approvals; and the Company's ability to satisfy the terms and conditions of the loans and borrowings, as described under "Going Concern" in Note 2 to the 2019 Q1 Interim Financial Statements, which are available under the Company's profile on SEDAR at www.sedar.com and the risk factors set forth under "Description of Business – Risk Factors" in the 2018 AIF.
Atlatsa advises shareholders that these cautionary remarks expressly qualify in their entirety all forward-looking statements and forward-looking information attributable to Atlatsa or persons acting on its behalf. Atlatsa assumes no obligation to update any forward-looking statements or forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting such statements or information, except as required by law. Shareholders should carefully review the cautionary notes and risk factors contained in this document and other documents that Atlatsa files from time to time with, or furnishes to, the Canadian securities regulators and which are also available under the Company's profile on SEDAR at www.sedar.com.
SOURCE Atlatsa Resources Corp.
Contact
On behalf of Atlatsa Resources Corp.: Joel Kesler, Chief Commercial Officer, Office: +27 10 286 1166, Email: joel@atlatsa.com; R&A Strategic Communications: Pam McLeod, Office: +27 11 880 3924, Email: pam@rair.co.za; One Capital Sponsor Services Proprietary Limited: Taryn Carter, Office: +27 11 550 5000
Email: sponsor@onecapital.co.za