Alpha Lithium Files Notice of Change to Directors’ Circular Recommending Shareholders Accept Tecpetrol’s Increased Bid - Seite 2

• As disclosed in the Directors’ Circular, the Increased Offer remains highly conditional, effectively providing Tecpetrol with an option to withdraw or proceed with its offer in its sole discretion.
• There is no certainty that Tecpetrol can meet the conditions of the Increased Offer that may not be considered to be discretionary. In this regard, even though the Offeror has waived the Minimum Tender Condition (as defined in the initial Tecpetrol take-over bid circular dated June 8, 2023 (the “Original Formal Offer”)), for the Offeror to successfully conclude the Increased Offer, there must be validly deposited under the Increased Offer and not withdrawn that number of Common Shares which represent more than 50% of the outstanding Common Shares, excluding those Common Shares beneficially owned, or over which control or direction is exercised, by the Offeror or by any Person (as defined in the Original Formal Offer) acting jointly or in concert with the Offeror, which is a statutory non-waivable condition (the “Statutory Minimum Tender Condition”). There can be no assurance that this Statutory Minimum Tender Condition will be satisfied.
• The Offeror has advised that, if the Statutory Minimum Tender Condition is met and the Offeror is obligated to take up Common Shares, but the Offeror is unable to complete a Subsequent Acquisition Transaction (as defined in the Original Formal Offer), it will evaluate its alternatives, which may include purchasing Common Shares in the open market, in privately negotiated transactions, in another take-over bid for the Company or other transaction to acquire additional Common Shares. Any additional purchases will be at the discretion of the Offeror, and could be at a price greater than, equal to or less than the Increased Offer consideration of $1.48 per Common Share in cash.
  
  

Advisors

Credit Suisse Securities (USA) LLC is serving as the Company’s financial advisor, Cozen O’Connor LLP is serving as the Company’s legal advisor and McMillan LLP is serving as the Special Committee’s legal advisor. PI Financial Corp. has been appointed independent financial advisor to the Special Committee. Longview Communications & Public Affairs is serving as government and public relations advisor and Kingsdale Advisors is serving as strategic shareholder and communications advisor.