American Lithium Reaches Agreement to Acquire Plateau Energy Metals and Consolidate Development-Stage Lithium Assets - Seite 2

Michael Kobler, CEO and Director of American Lithium, stated: “We are very pleased to be able to add Plateau and its assets to the American Lithium platform. We believe that Falchani offers geographic and geological diversity in one of the leading mining jurisdictions in South America and one of the strongest emerging markets globally. The combination of assets and key personnel is complimentary and will position American Lithium with a large and diverse lithium resource base and strong technical expertise from which to unlock significant additional shareholder value.”

Laurence Stefan, President and COO of Plateau, further added: “This Transaction represents a significant premium for our shareholders and allows us to gain exposure to an asset portfolio in Nevada, a successful team, and a larger public company platform possessing access to capital and excellent trading liquidity. Certain members of Plateau’s team and board will continue on with the newly diversified company to provide for continuity.”

Transaction Details

Under the terms of the Agreement, American Lithium has agreed to acquire all of the issued and outstanding common shares of Plateau (the “Transaction”) on the basis of 0.29 units (each whole unit, an “Exchange Unit”) of American Lithium for each share of Plateau held, by way of a plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”).

Each Exchange Unit will consist of one (1) common share of American Lithium plus one-half (0.5) of a common share purchase warrant of American Lithium (each whole such warrant, an “Exchange Warrant”). Each Exchange Warrant will entitle the holder to acquire one (1) additional common share of American Lithium at an exercise price of $3.00 for a period of thirty-six (36) months from completion of the Transaction. American Lithium will use commercially reasonable efforts to list the Exchange Warrants on the TSX Venture Exchange as soon as practicable following closing of the Transaction.

The Arrangement represents a 72% premium to Plateau shareholders using the trailing 20-day volume weighted average trading price (“VWAP20”) on the TSX Venture Exchange of each company as of market close on February 5, 2021 and valuing the Exchange Warrants using the Black-Scholes methodology at a 50% volatility.

Pursuant to the terms of the Agreement, American Lithium will acquire all of the issued and outstanding common shares of Plateau on the basis of 0.29 Exchange Units (the “Exchange Ratio”) for each share of Plateau held. The outstanding and unexercised warrants to purchase common shares of Plateau will be adjusted in accordance with their terms based on the Exchange Ratio. Plateau’s outstanding and unexercised stock options will be adjusted and holders of the options will receive common shares of American Lithium, the number of common shares to be adjusted based on the Exchange Ratio, subject to a reduction in term for stock options held by individuals who will not be continuing on with American Lithium post-closing of the Transaction. All RSUs and DSUs of Plateau will vest immediately and will be treated in accordance with their respective plans.