Prairie Lithium Corporation enters into an agreement to be acquired by Arizona Lithium Limited | Daily News Byte

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EMERALD PARK, Saskatchewan–(BUSINESS WIRE)–Prairie Lithium Corporation (“Prairie Lithium” or “Company“), a privately held lithium resource and technology developer located in the heart of the resource-rich Williston Basin in Saskatchewan, Canada, is pleased to announce that it has entered into a definitive pre-purchase agreement (“Acquisition Agreement“) with Arizona Lithium Limited (“customer“) (ASX: AZL, AZLO, OTC: AZLAF), a company focused on the sustainable development of the Big Sandy Lithium project in Arizona, pursuant to which AZL has agreed to acquire, directly or indirectly through a subsidiary, all of the issued and outstanding common shares of Prairie Lithium (“Prairie Lithium Actions“) for total consideration of approximately C$70.6 million, consisting of C$40.0 million in cash and 500.0 million shares of AZL common stock at an estimated price of C$0.0612 per share based on 10 – daily VVAP of AZL shares (“Transaction“).

The transaction is expected to close on or about February 28, 2023, subject to various closing conditions, including required security holder and regulatory approvals. The Purchase Agreement contains customary representations and warranties of each party and interim operating agreements of Prairie Lithium. The acquisition agreement also provides for, among other things, customary support and non-solicitation covenants by Prairie Lithium, subject to a “fiduciary” for unsolicited “superior proposals” in favor of Prairie Lithium and a provision for the right to counter any superior proposal in favor of Prairie Lithium. AZL.

ON THE PRAIRIE LITHIUMS

Prairie Lithium owns a lithium project located in the Williston Basin in Saskatchewan, Canada, and a proprietary lithium extraction process technology that selectively removes lithium from brine. Prairie Lithium’s projects contain the highest quality inferred lithium brine resources in Canada discovered to date, with 4.1 MT LCE total inferred resources of 111 mg/L Li. Located in one of the world’s largest mining jurisdictions, the projects have easy access to key infrastructure including electricity, natural gas, fresh water, paved highways and rail. The projects also aim to have strong environmental credentials which should lead to less use of fresh water, land and waste, in line with AZL’s sustainable approach to lithium development.

Prairie Lithium Ion Exchange (PLIX) is an ion exchange material that selectively extracts lithium from salt water. PLIX can be applied globally, and the process is currently being tested on lithium resources from other jurisdictions. While Prairie Lithium continues to develop, scale and deploy its own direct lithium extraction (DLE) technology, the company is also testing other DLE technologies to ensure it is applying the most cost-effective technology to its resource.

For more information about the Company, visit www.prairieltihium.ca or contact info@prairielithium.ca.

ADVISORS

Eight Capital acted as financial advisor to Prairie Lithium in connection with the transaction and provided a fairness opinion to the Company’s board of directors.

Stikeman Elliott LLP is acting as legal counsel to Prairie Lithium.

INFORMATION FOR THE FUTURE

This press release contains certain forward-looking information within the meaning of Canadian securities laws. Forward-looking information relates to future events or future performance and is based on the Company’s current internal expectations, estimates, projections, assumptions and beliefs. All information other than historical facts is forward-looking information. Words such as “plan”, “expect”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words that indicate events or conditions that may occur are intended to identify forward-looking information. More specifically and without limitation, this press release contains forward-looking information regarding the ability of Prairie Lithium and AZL to satisfy the conditions and consummate the Transaction. With respect to forward-looking statements regarding the closing of the Transaction, AZL and Prairie Lithium have made them in reliance on certain assumptions that they believe are reasonable at this time; the ability of the parties to obtain necessary security holder, regulatory, exchange and other third party approvals in a timely manner; and the ability of the parties to timely fulfill the other conditions for the conclusion of the Transaction. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Prairie Lithium’s control. Completion of the Transaction is subject to a number of conditions typical of transactions of this nature. The failure to satisfy any of these conditions, the appearance of a superior proposal or the failure to obtain the approval of the security holders may result in the termination of the Acquisition Agreement. The preceding list is not exhaustive. Such information, although believed to be reasonable at the time of preparation, may prove to be inaccurate and, as such, undue reliance should not be placed on forward-looking statements. Prairie Lithium’s actual results, performance or achievements may differ materially from those expressed in these forward-looking statements and, accordingly, no assurance can be given that any of the events contemplated by the forward-looking statements will occur or occur. , or if any of them do, how it will benefit Prairie Lithium. Prairie Lithium disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

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