VANCOUVER, Dec. 18, 2017 /CNW/ - Lithium X Energy
Corp. ("Lithium X" or the "Company") (TSXV: LIX) (OTC:
LIXXF) and Nextview New Energy Lion Hong Kong
Limited ("NextView") are pleased to announce that they have
entered into a definitive agreement (the "Arrangement Agreement"),
pursuant to which NextView has agreed to acquire all of the issued
and outstanding common shares and warrants of Lithium X (the
"Arrangement"). 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 66-⅔% 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.
On behalf of the Board of Directors of Lithium X
By: "Brian
Paes-Braga"
President and CEO,
Director
On behalf of NextView
By: "Yaping
He"
Managing Partner
About Lithium X
Lithium X Energy Corp. is a lithium exploration and development
company with a goal of becoming a low-cost supplier for the
burgeoning lithium battery industry. The Company holds two projects
in in the prolific "Lithium Triangle" in mining friendly Salta
province, Argentina as well as
participating in the Clayton Valley in Nevada through its ownership interest in Pure
Energy Metals Limited ("Pure Energy"). The Company's wholly owned
flagship project is the Sal de los Angeles lithium brine project.
The project consists of approximately 8,747.50 hectares of Salar de
Diablillos, and has an NI 43-101 mineral resource estimate of 1.037
million tonnes of lithium carbonate equivalent in the indicated
category and 1.007 million tonnes of lithium carbonate equivalent
in the inferred category. The Company's second Argentinian project,
the Arizaro lithium brine project, consists of 33,846 hectares
covering part of the western and eastern portions of the Salar de
Azario, one of the largest known salt lakes in the world. In
Nevada, the Company consolidated
its Clayton Valley holdings with those held by Pure Energy, in the
process becoming Pure Energy's largest shareholder, holding
approximately 19% of Pure Energy's outstanding common shares.
For additional information about Lithium X Energy Corp., please
visit the Company's website at www.lithium-x.com or review the
Company's documents filed on www.sedar.com.
About NextView
NextView is an active investment firm with offices in
Beijing and Shanghai. It manages over RMB30 billion assets and invests in new energy,
resources, TMT, sports and consumer sectors.
Known for its investment performance in China resources sector, NextView is the second
largest shareholder of Tibet Summit Co., Ltd. ("Tibet Summit"). It
has also successfully invested in Western Mining Co., Ltd.
("Western Mining"). Both Tibet Summit and West Mining are A-share
listed companies in China.
NextView has also been extending its focus into new
energy/electric vehicle supply chain. Its recent investments in
this space include Nanjing Yuebo Auto Electronics Co., Ltd., a
leading company in BEV power system in China with its products supplied to 100,000
BEVs annually, and Bacanora Minerals Ltd., a Toronto and London listed lithium exploration and
development company which owns a world class lithium project in
Mexico.
In 2017, NextView has teamed up with Tibet Summit to establish a
RMB10 billion (c. US$1.5 billion) natural resource fund to acquire
overseas mining assets with a focus on the new energy and resources
sectors. The funds limited partners will include several well-known
financial institutions, including China Huarong Assets Co.,
Ltd.
NextView is committed to continuing to invest in global lithium
resources and new energy/electric vehicle sector, to achieve an
influential position globally and take advantage of its unique
access to the Chinese market.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this news release.
This news release contains certain forward-looking
information and forward-looking statements within the meaning of
applicable securities legislation (collectively "forward-looking
statements"). Certain information contained herein including the
use of proceeds constitutes "forward-looking information" under
Canadian securities legislation. Generally, forward-looking
information can be identified by the use of forward-looking
terminology such as "expects", "believes", "aims to", "plans to" or
"intends to" or variations of such words and phrases or statements
that certain actions, events or results "will" occur.
Forward-looking statements are based on the opinions and estimates
of management as of the date such statements are made and they are
subject to known and unknown risks, uncertainties and other factors
that may cause the actual results, level of activity, performance
or achievements of the Company to be materially different from
those expressed by such forward-looking statements or
forward-looking information, including the business of the Company,
the speculative nature of mineral exploration and development,
fluctuating commodity prices, competitive risks, and delay,
inability to complete a financing or failure to receive regulatory
approvals. Specific forward-looking statements in this release
include the timing of the special meeting of the Lithium X
shareholders and the completion of the Arrangement, including
receiving the required regulatory and court approvals. Although
management of the Company has attempted to identify important
factors that could cause actual results to differ materially from
those contained in forward-looking statements or forward-looking
information, there may be other factors that cause results not to
be as anticipated, estimated or intended. There can be no assurance
that such statements will prove to be accurate, as actual results
and future events could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue
reliance on forward-looking statements and forward looking
information. The Company does not undertake to update any
forward-looking statements or forward-looking information that are
incorporated by reference herein, except as required by applicable
securities laws. The information contained in this release is not
investment or financial product advice.
SOURCE Lithium X Energy Corp.