All-Cash Offer Of C$960M For 100% Of Shares
Neo Lithium Corp.(TSXV: NLC) (OTCQX: NTTHF) and Zijin Mining Group Co. Ltd. have entered into a definitive agreement, pursuant to which Zijin has agreed to acquire all of the outstanding shares of Neo Lithium at a price of C$6.50 per share in cash.
The Offer Price represents a premium of approximately 36% over Neo Lithium’s 20-day volume-weighted average price (VWAP) as at October 8, 2021 on the TSX Venture Exchange. The total cash consideration for all of the outstanding equity of Neo Lithium is approximately C$960 million.
Waldo A. Perez, President and Chief Executive Officer of Neo Lithium, said the takeover followed a timely and well thought out process.
“After a thorough strategic process, we are very pleased to provide this all-cash premium offer to our shareholders from a leading global mining company,” Mr Perez said.
“This is the result of the collective work of our premier lithium brine exploration team, starting from initial discovery in late 2015 to defining one of the largest and highest-grade lithium brine deposits in the world, and culminating in this premium offer in just six years.
“We believe that it is now time for our project to proceed to the construction and production phases with Zijin, a leader with a track record of developing assets in a responsible manner respecting the interests of local employees, communities and authorities.”
Zijin Chairman, Chen Jinghe, said Neo Lithium’s 3Q lithium brine project in Catamarca, Argentina is one of the largest and highest-grade projects of its kind in the world.
“We would like to express our high respect for the management and professional team who discovered and successfully explored this project. The 3Q project represents an important addition to Zijin’s growing global asset mix and it is a good choice for Zijin to enter the field of new energy minerals.
“Thanks to the professional team’s efforts and input in the early stage of the project, we are confident that together with Zijin’s strong financial resources and mining know-how, we will develop this excellent asset into one of the world’s leading lithium carbonate producing mines.
“In accordance with Zijin’s co-development aspirations, we will continue to work closely with local communities and government authorities so that all relevant stakeholders can benefit from the project’s successful development”.
He said Zijin is committed to retaining the current management and professional team at LIEX S.A., Neo Lithium’s local operating subsidiary, as well as making contributions to economic and social developments for Catamarca province, Argentina, as it moves forward to advance the development of the 3Q project.
Benefits to Neo Lithium Shareholders
- Immediate and significant premium of approximately 36% to the 20-day VWAP on the TSXV
- All-cash offer that is not subject to a financing condition
- Strong deal certainty with a highly credible and leading global mining company as purchaser
- Voting support agreements entered into with all directors and senior officers of Neo Lithium who hold shares
- Removes future dilution, commodity, construction, production and execution risk with next phase of 3Q project
The Transaction has been unanimously approved by the board of directors of Neo Lithium following the unanimous recommendation of a special committee of independent directors of Neo Lithium.
Cormark Securities has provided an opinion to the board of directors of Neo Lithium and to the Special Committee, stating that, based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration offered to the Neo Lithium shareholders pursuant to the Transaction is fair, from a financial point of view, to the Neo Lithium shareholders. The Cormark Securities fairness opinion was provided on a fixed fee basis and is not contingent on the outcome of the Transaction.
Formed in 1993 and based in Fujian, China, Zijin is one of the largest mining companies in China as well as a leading global gold and copper producer.
It manages an extensive portfolio, primarily consisting of gold, copper, zinc, and other metals through investments in China and 12 overseas countries across Europe, Central Asia, Africa, Oceania and South America.
Listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange, Zijin has a market capitalisation of approximately US$40 billion.
For further information please visit: https://www.neolithium.ca/