Arrangement Becomes Unconditional and Salient Dates for the Payment of the Share Cash-Out Consideration and Delisting of Atlatsa
JOHANNESBURG, Aug. 27, 2019 - Atlatsa Resources Corporation ("Atlatsa" or the "Company") (TSX: ATL; JSE: ATL) shareholders ("Shareholders") are referred to the notice of special meeting and management information circular to Shareholders dated Thursday, July 4, 2019 ("Circular"), wherein Shareholders were advised of, inter alia, the Composite Transaction (as defined in the Circular) 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 "Arrangement").
In addition, Shareholders are referred to the announcement on August 2, 2019 and August 12, 2019 advising Shareholders that, inter alia, the requisite Shareholder approvals in connection with the Arrangement and the Final Order by the Supreme Court of British Columbia, respectively, have been granted.
Unless otherwise defined, capitalised words and terms contained in this announcement shall bear the meanings ascribed thereto in the Circular.
- ARRANGEMENT BECOMES EFFECTIVE AND UNCONDITIONAL
Shareholders are advised that all conditions to effectiveness of the Arrangement, as detailed in the Plan of Arrangement, have been fulfilled. Accordingly, the Arrangement has today become wholly effective and unconditional and the delisting from the TSX and the JSE will be implemented in accordance with the salient dates and times set out below.
- SALIENT DATES AND TIMES 1
The salient dates and times in respect of the Arrangement and the delisting from the JSE and the TSX are as follows:
| 2019 | |
| Date on which the Arrangement becomes effective, on | Tuesday, August 27 |
| Date on which applications are lodged for the termination of listing of the | Thursday, September 5 |
| Last day to trade Common Shares on the JSE in order to be recorded in the | Tuesday, September 10 |
| Suspension of the listing of Common Shares at the commencement of trade | Wednesday, September 11 |
| Closing date for the Arrangement, being the SA Payment Record Date, on or | Friday, September 13 |
| Payment Date for the Share Cash-Out Consideration pursuant to the Buy- • credited to Dematerialised South African Shareholders' accounts held at • transferred or posted (as the case may be) to Certificated South African on or about | Monday, September 16 |
| Expected date of the termination of listing or delisting of Common Shares on | Tuesday, September 17 |
| Notes: | |
| 1. | The dates and times set out in this announcement are subject to change, with the approval of the JSE or the TSX (if required). Any change in the dates and times will be published on SENS, SEDAR and in the South African press |
| 2. | South African Shareholders may not dematerialise or rematerialise their Common Shares after such date |
| 3. | Only for Certificated South African Shareholders who surrender their Documents of Title to the South African Transfer Secretary, Computershare Investor Services (Proprietary) Limited before 4:00 p.m. (South African Standard Time) or 7:00 a.m. (Pacific Daylight Time) on the SA Payment Record Date. Other Certificated South African Shareholders will have the Share Cash-Out Consideration due to them posted or transferred (as the case may be) within five Business Days after the surrender of their documents |
Shareholders are further reminded to submit their Letter of Transmittal or Form of Surrender, providing for the delivery of Common Shares to enable receipt of the Share Cash-Out Consideration, in accordance with the terms set out therein.
3. 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 governmental entity, TSX, JSE and regulatory and other third-party approvals and consents. 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 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 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.
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
Joel Kesler, Chief Commercial Officer, Office: +27 10 286 1166, Email: Joel@atlatsa.com