American Lithium Corp. (TSX-V:LI) (NASDAQ:AML) (Frankfurt:5LA1) announces that it has entered into a definitive arrangement agreement with Friday’s Dog Holdings Inc. (TSX-V:FRDY), a public company currently listed on the TSX Venture Exchange and to be renamed International Uranium Corp. dated June 6, 2023, pursuant to which it will transfer ownership of its Macusani Uranium Project. In accordance with the terms of the Arrangement Agreement, the Company will transfer ownership of a wholly owned Peruvian subsidiary which holds the mineral concessions comprising the Macusani Project to International Uranium.
In connection with the Transaction, International Uranium will consolidate its outstanding share capital of 84,069,352 common shares on the basis of one post-Consolidation common share for every four-and-one-half pre-Consolidation shares resulting in 18,682,078 being outstanding and will issue to the Company 80,000,000 post-Consolidation common shares in consideration for the Macusani Project. On Closing, International Uranium has committed to have a minimum of C$5,000,000 in available cash and concurrently with the entering into of the Arrangement Agreement has announced a brokered private placement of subscription receipts led by Eight Capital and National Bank Financial Inc. with a syndicate that includes Canaccord Genuity Corp., Clarkson Securities AS and TD Securities raise gross proceeds of C$15,000,000. On a pro forma basis, there is expected to be approximately 128,862,078 common shares of International Uranium outstanding upon completion of the Transaction assuming the minimum amount is raised in the Concurrent Financing. International Uranium will also reconstitute its board of directors and management to consist of nominees of the Company. Further details regarding the terms of the Concurrent Financing and the proposed composition of the board of directors and management are set out in today’s announcement by International Uranium.
Through the Transaction, the Company aims to recognize the market value of the advanced, development stage Macusani Project for the benefit of its shareholders by creating an independent, well financed, uranium-focused, publicly traded company, International Uranium, which will drive this large-scale uranium project forward through feasibility and beyond. International Uranium will immediately benefit from the work done to date by American Lithium on the Macusani Project and in particular a highly robust PEA, advanced metallurgy and drill permits which have been filed for the next phases of drilling and are expected to be finalized shortly. The Transaction will also enable American Lithium to better focus all its efforts on advancing its two premier lithium projects, TLC in Nevada, and Falchani in Peru.
Simon Clarke, Chief Executive Officer of the Company, stated, “We are pleased to move forward with spinning out this large-scale and advanced-stage uranium project for the benefit of our shareholders. The Macusani Project is one of the world’s largest undeveloped uranium projects whose ease of extraction, “near surface” and high purity characteristics position it with the potential to be one of the lowest cost sources of uranium globally. With mounting concerns around energy security and climate change, Macusani is strategically located in the Americas, and we believe it can play a large role in the transition to zero emission base-load electricity generation that the world requires. To fully realize its potential and to provide maximum value to our shareholders we believe it needs to be in a stand-alone public company.”
Details of the Transaction
Pursuant to the terms of the Arrangement Agreement, the Transaction will involve the transfer of ownership of Macusani Uranium S.A.C., a Peruvian subsidiary of the Company, to International Uranium in consideration for receipt of the Consideration Shares. Immediately following receipt of the Consideration Shares, the Company intends to distribute the Consideration Shares to its existing common shareholders on a pro rata basis. The Distribution will be conducted along with the Transaction under a plan of arrangement in accordance with the Business Corporations Act (British Columbia). The Company has not yet determined a record date for shareholders entitled to participate in the Distribution and will issue a further news release once such a determination has been made.
Following completion of the Transaction, International Uranium will have ownership and control over the Macusani Project. It is intended that management of International Uranium will be comprised of nominees of the Company, and the Company will arrange for the continuity of the existing development team in Peru. The Company will retain the right to participate in any future commercially viable discoveries of lithium mineralization on the Macusani Project and the concessions transferred to International Uranium as part of the Transaction. International Uranium will be permitted to participate in any future commercially viable discoveries of uranium mineralization on the remaining mineral concessions which comprise the Company’s Falchani lithium project and associated exploration concessions which have been retained by the Company.
The Company and International Uranium are at arms-length. Completion of the Transaction remains subject to a number of conditions, including the receipt of the approval of the shareholders of each of the Company and International Uranium, the approval of the Supreme Court of British Columbia, International Uranium having received approval of the TSX Venture Exchange, completion of the Consolidation and the Concurrent Financing, International Uranium having no less than C$5,000,000 of available cash on hand prior to completion of the Concurrent Financing and after deducting the expenses associated with the Transaction, International Uranium having completed the divestiture of its existing business, and the completion of customary closing deliverables.
The Transaction constitutes a “Change of Business” for International Uranium, in accordance with the policies of the TSX Venture Exchange, as a result trading in the common shares of International Uranium has been halted pending completion of certain required filings with the TSX Venture Exchange and is expected to remain halted until completion of the Transaction.
About American Lithium
American Lithium is actively engaged in the development of large-scale lithium projects within mining-friendly jurisdictions throughout the Americas. The Company is currently focused on the continued development of its strategically located TLC Lithium Claystone Project in the richly mineralized Esmeralda lithium district in Nevada, as well as continuing to advance its Falchani Lithium Project and Macusani Uranium Projects in southeastern Peru. All three projects, TLC, Falchani and Macusani have been through robust preliminary economic assessments, exhibit strong significant expansion potential and enjoy strong community support. Pre-feasibility is well advanced at Falchani and has commenced at TLC.
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