Compelo Energy - Latest industry news and analysis is using cookies

We use them to give you the best experience. If you continue using our website, we'll assume that you are happy to receive all cookies on this website.

ContinueLearn More
Close
Dismiss

NextView to acquire Canada-based Lithium X Energy

China-based investment firm Nextview New Energy Lion Hong Kong has agreed to acquire 100% of Lithium X Energy, a lithium exploration and development company.

Lithium X's flagship project, Sal de los Angeles lithium brine project, as well as Arizaro Lithium Brine Project are located in the prolific "Lithium Triangle" in mining friendly Salta province, Argentina.

Transaction Highlights:

Cash offer of $2.61 per share

Directors and officers of Lithium X holding approximately 6% of the outstanding Lithium X shares have entered into voting agreements to support the transaction

Under the terms of the Arrangement Agreement, each common share of Lithium X will be purchased by NextView at a price of $2.61 per share (the "Share Consideration"), and each warrant of Lithium X will be purchased by NextView at a price of $0.01 per warrant (the "Warrant Consideration"). The consideration to be received by the Lithium X shareholders pursuant to the Arrangement represents a premium of 29.4% to the 20-day volume-weighted average trading price of the Lithium X shares on the TSX Venture Exchange ending on December 15, 2017 and a 22.5% premium to the closing price of the Lithium X shares on the TSX Venture Exchange on December 15, 2017. The Warrant Consideration is nominal, reflecting the fact that the value of the warrants is being crystalized at an amount less than their $2.75 strike price. On completion of the Arrangement, all options to purchase Lithium X shares that have not been exercised will be automatically terminated under the terms of Lithium X's option plan. All restricted share units will be redeemed for a cash amount per RSU equal to the Share Consideration.

Benefits to Lithium X Shareholders

Provides immediate liquidity to common shareholders in the form of $2.61 per share

Represents premium to shareholders of 29.4% based on the 20-day VWAP ending on December 15, 2017

Removes future financing, dilution, commodity, construction, execution and country risk

Transaction represents a premium of 37.4% over the highest price at which Lithium X has completed a financing ($1.90) since becoming a lithium explorer and developer

Lithium X Chairman, Paul Matysek and Brian Paes-Braga, Founder, CEO and Director, stated: "Today's announcement successfully delivers on our team's commitment to maximize value for our shareholders. Lithium X was founded at a minimal market value and went public two years ago, with a mission to help wean the world off fossil fuels through the development of high quality lithium deposits. We believe this $265 million transaction puts our flagship asset, Sal de los Angeles, in the hands of a well-funded, technically capable team. We thank NextView and its partners for their commitment to this transaction and provide our best wishes in their continuing efforts to complete on our mission."

Mr. Yaping He, Managing Partner of NextView, stated: "The acquisition of Lithium X's wholly owned flagship project, the Sal de los Angeles lithium project (the "SDLA Project") represents a key cornerstone investment in NextView's strategy of developing a leading global player in the new energy sector. The SDLA Project has a mineral resource exceeding 2 million tonnes of lithium carbonate equivalent ("LCE")."

Transaction Summary

The proposed business combination will be effected by way of a Plan of Arrangement completed under the Business Corporations Act (British Columbia). The Arrangement will be subject to the approval of at least 66-?% of the votes cast by Lithium X shareholders and warrantholders at a special meeting expected to take place in February 2018. In addition to shareholder approval, the Arrangement is also subject to the receipt of certain regulatory, court and stock exchange approvals and other closing conditions customary in transactions of this nature.

The Arrangement Agreement has been unanimously approved by a special committee of independent directors of Lithium X and by the full board of directors of Lithium X. GMP Securities L.P. ("GMP") has provided a fairness opinion to the special committee and the board of directors of Lithium X to the effect that, as of the date hereof, based upon and subject to the assumptions, limitations and qualifications set out in such fairness opinion, the consideration under the transaction is fair, from a financial point of view, to Lithium X shareholders.

Directors and executive officers of Lithium X, holding in aggregate approximately 6% of Lithium X's outstanding common shares have entered into customary voting support agreements in favour of the Arrangement.

The Arrangement Agreement includes customary deal protection provisions including a non-solicitation covenant on the part of Lithium X and gives Lithium X the right to accept a superior proposal in certain circumstances and terminate the Arrangement Agreement. NextView has a five day right to match any superior proposal. The Arrangement Agreement also provides for the payment by Lithium X of a C$15,900,000 termination fee if the Arrangement Agreement is terminated in certain circumstances and also a reverse break fee of C$20,000,000 payable by NextView to Lithium X in circumstances in which the Arrangement is not completed as a result of a default by NextView.  The reverse break fee has been secured through the deposit of US$16,000,000 in trust with Lithium X's counsel in Hong Kong, subject to the terms of an escrow agreement under which those funds may not be released without the consent of both parties.

Further information regarding the Arrangement will be contained in an information circular that Lithium X will prepare, file and mail in due course to shareholders in connection with the special meeting of Lithium X shareholders to be held to consider the Arrangement. Shareholders are urged to read the information circular once available as it will contain additional important information concerning the Arrangement. The Arrangement Agreement will be filed on SEDAR.

Advisors and Counsel

GMP acted as financial advisor to the board of Lithium X. Stikeman Elliott LLP is acting as legal counsel to Lithium X. Credit Suisse is acting as financial advisor to NextView. Blake, Cassels & Graydon LLP is acting as legal counsel to NextView.