Alpha Lithium Shareholders Approve the Privatization of Alpha Lithium by Tecpetrol

VANCOUVER, British Columbia, Dec. 14, 2023 (GLOBE NEWSWIRE) -- Alpha Lithium Corporation (NEO: ALLI) (OTC: APHLF) (German WKN: A3CUW1) (“Alpha”) is pleased to announce that, at the special meeting (the “Meeting”) of holders of common shares of Alpha (“Alpha Shareholders”) held earlier today, Alpha Shareholders approved the privatization of Alpha pursuant to the amalgamation (the “Amalgamation”) of Alpha and 1446978 B.C. Ltd. (“Purchaser Subco”), a direct wholly-owned subsidiary of TechEnergy Lithium Canada Inc. (the “Purchaser”) and an indirect wholly-owned subsidiary of Tecpetrol Investments S.L., under the provisions of the Business Corporations Act (British Columbia). The Amalgamation constitutes the subsequent acquisition transaction contemplated by the offer (the “Offer”) of the Purchaser to acquire all of the issued and outstanding common shares of Alpha (the “Alpha Shares”) for an offer price of C$1.48 in cash per Alpha Share that expired on October 31, 2023.

The Amalgamation was approved by 99.19% of the votes cast by Alpha Shareholders present in person or represented by proxy at the Meeting and by 99.19% of the votes cast by Alpha Shareholders present in person or represented by proxy at the Meeting, excluding votes cast by Alpha Shareholders required to be excluded by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

The amalgamated company resulting from the Amalgamation will be known as “Alpha Lithium Corporation” (“Amalco”). Upon the completion of the Amalgamation, Amalco will be a wholly-owned subsidiary of the Purchaser.

On the terms and subject to the conditions of the acquisition agreement (the “Acquisition Agreement”) dated November 1, 2023 between Alpha and the Purchaser and the amalgamation agreement (the “Amalgamation Agreement”) to be entered between Alpha and Purchaser Subco providing for the Amalgamation, upon the completion of the Amalgamation, each Alpha Shareholder (other than the Purchaser and any Alpha Shareholder who validly exercised and did not withdraw rights of dissent with respect to the Amalgamation) will receive one redeemable preferred share of Amalco (each, an “Amalco Preferred Share”) in exchange for each Alpha Share. In accordance with the terms of the Amalco Preferred Shares, each Amalco Preferred Share will be automatically redeemed by Amalco immediately following the completion of the Amalgamation for consideration of C$1.48 in cash (less applicable withholdings) (the “Consideration”). The Consideration is the same form and same amount of consideration offered to Alpha Shareholders under the Offer.