Alpha Lithium Files Notice of Change to Directors’ Circular Recommending Shareholders Accept Tecpetrol’s Increased Bid

VANCOUVER, British Columbia, Sept. 28, 2023 (GLOBE NEWSWIRE) -- Alpha Lithium Corporation (NEO: ALLI) (OTC: APHLF) (German WKN: A3CUW1) (“Alpha” or the “Company”) today announced that the Board of Directors of Alpha (the “Board”), based on the unanimous recommendation of the Special Committee of independent directors of the Company (the “Special Committee”), recommends that Alpha shareholders accept the revised take-over bid (the “Increased Offer”) from TechEnergy Lithium Canada Inc. (the “Offeror”), a subsidiary of Tecpetrol Investments S.L. (“Tecpetrol”), for the common shares of Alpha (“Common Shares”) at a price of $1.48 per Common Share, more particularly described in the Notice of Variation and Extension filed by Tecpetrol on September 22, 2023.

The Board will provide greater context regarding its recommendation to shareholders that they accept the Increased Offer in a Notice of Change to Directors’ Circular (the “Notice of Change”) to be filed on SEDAR+ at www.sedarplus.ca. The Notice of Change will also be mailed to all persons required to be sent a copy under applicable securities laws.

The Notice of Change will include a letter to shareholders from the Board, which will summarize the principal factors considered by the Board in reaching its recommendation, set out below.

• The Company has been undertaking a sale process for its Tolillar Project (the “Sale Process”) and subsequently, a broad strategic review regarding a possible corporate transaction (the “Strategic Review”) for a total period of 10 consecutive months. Tecpetrol’s unsolicited offer served to disrupt the Sale Process as well as the Strategic Review, thereby frustrating the efforts of the Company to obtain appropriate value for shareholders. As of the date hereof, the Strategic Review has not yet resulted in a binding offer to sell the Tolillar Project or to purchase the Common Shares, and the Company does not expect one to materialize before 5:00 p.m. (Vancouver Time) on Tuesday October 3, 2023, the current expiry time of the Increased Offer. Accordingly, while a financially superior offer may ultimately surface, the Increased Offer is the only offer to purchase all of the outstanding Common Shares that is currently open for acceptance by shareholders.
• PI Financial Corp. (“PI Financial”) has delivered a written opinion to the Special Committee that, as of September 28, 2023 and based on and subject to the assumptions, limitations and qualifications set forth therein and other such matters that PI Financial considered relevant, PI Financial is of the opinion that the consideration offered to shareholders under the Increased Offer is fair, from a financial point of view, to shareholders.
• Based on a press release from a minority shareholder, the Board believes that not less than 2.4% of the issued and outstanding Common Shares will be tendered to the Increased Offer. However, to the knowledge of the Special Committee after reasonable enquiry, as of September 27, 2023, none of the directors or officers of Alpha have indicated an intention to tender their Common Shares to the Increased Offer.
• The new consideration of $1.48 per Common Share in cash represents a 19% increase from the $1.24 per share cash consideration offered by the Offeror on June 8, 2023 and a 24% premium to the closing price of the Common Shares on September 21, 2023, the last trading day prior to the announcement of the Increased Offer.

In its careful review of the reasons for its recommendation, the Special Committee considered a number of risks and uncertainties, including but not limited to the following: