Alpha Lithium Comments on Unsolicited and Non-Binding Acquisition Proposal

Alpha Lithium Comments on Unsolicited and Non-Binding Acquisition Proposal

Alpha Lithium Corporation (NEO: ALLI) (OTC: APHLF) (German WKN: A3CUW1) (" Alpha " or the " Company "), wishes to comment on the announcement by Tecpetrol Investments S.L. (" Tecpetrol ") of its unsolicited and non-binding offer to acquire the issued and outstanding common shares of the Company for cash consideration of $1.24 per share (the " Offer "). Tecpetrol is a company incorporated in Spain, and is a part of the Techint Group of Companies.

In consultation with its financial and legal advisors, Alpha's board of directors has conducted a review and assessment of the Offer and determined it to be opportunistic, and not in the best interests of Alpha or its shareholders. In addition to a low and declining premium to the trading price of the Company's common shares on the NEO Exchange (13% on receipt of the Offer, 7.8% as of the date hereof), the Offer, which was non-binding and subject to due diligence, included a request for Alpha to enter into a binding 30 day exclusivity agreement with Tecpetrol, which would preclude Alpha from engaging with interested third parties who appropriately value the Company's unique and compelling assets.

Advisors

Credit Suisse Securities (USA) LLC is serving as the Company's financial advisor, Cozen O'Connor LLP is serving as the Company's legal advisor and Longview Communications & Public Affairs is serving as government and public relations advisor.

ON BEHALF OF THE BOARD OF Alpha Lithium CORPORATION

"Brad Nichol"

Brad Nichol
President, CEO and Director

For more information:
Alpha Lithium Investor Relations
Tel: +1 844 592 6337
relations@alphalithium.com
www.alphalithium.com

About Alpha Lithium (NEO: ALLI) (OTC: APHLF) (German WKN: A3CUW1)

Alpha Lithium is a team of industry professionals and experienced stakeholders focused on the development of the Tolillar and Hombre Muerto Salars. In Tolillar, we have assembled 100% ownership of what may be one of Argentina's last undeveloped lithium salars, encompassing 27,500 hectares (67,954 acres), neighboring multi-billion-dollar lithium players in the heart of the renowned "Lithium Triangle". In Hombre Muerto, we continue to expand our 5,000+ hectare (12,570 acres) foothold in one of the world's highest quality, longest producing, lithium salars. Other companies in the area exploring for lithium brines or currently in production include Orocobre Limited, Galaxy Lithium, Allkem Ltd., Livent Corporation, and POSCO in Salar del Hombre Muerto; Orocobre in Salar Olaroz; Eramine SudAmerica S.A. in Salar de Centenario; and Gangfeng and Lithium Americas in Salar de Cauchari.

Forward-Looking Statements

This news release contains forward-looking statements and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this news release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the results of further brine process testing and exploration and other risks detailed from time to time in the filings made by the Company with securities regulators. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.

No securities regulatory authority has reviewed nor accepts responsibility for the adequacy or accuracy of the content of this news release.


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Tecpetrol Bid and Hombre Muerto Drilling Update

Tecpetrol Bid and Hombre Muerto Drilling Update

Alpha Lithium Corporation (NEO: ALLI) (OTC: APHLF) (German WKN: A3CUW1) (" Alpha ") or the (" Company ") announces that TechEnergy Lithium Canada Inc., a subsidiary of Tecpetrol Investments S.L. (" Tecpetrol "), has advised that it has taken-up and acquired 102,692,615 common shares of Alpha, representing approximately 54% of the issued and outstanding Alpha shares, pursuant to its offer (the " Offer ") to acquire Alpha for C$1.48 in cash per share. Tecpetrol advises that they will pay for the tendered shares within three business days.

Tecpetrol has further advised that all the conditions to the Offer have been satisfied or waived (including the statutory minimum tender condition), and Tecpetrol has extended the expiry time of the Offer by a mandatory period of 10 days to 5:00 p.m. (Vancouver time) on October 31, 2023.

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TECPETROL ANNOUNCES SUCCESSFUL TAKE-OVER BID TO ACQUIRE CONTROL OF ALPHA LITHIUM CORPORATION AND MANDATORY EXTENSION OF OFFER TO OCTOBER 31, 2023

  • Tecpetrol has satisfied the statutory minimum tender condition and has taken-up and acquired 54% of the issued and outstanding Alpha shares

  • Tecpetrol is extending the bid period for an additional 10 days in order to allow remaining minority shareholders to tender to the Offer so that they may promptly receive the offer price and cash-out their investment

  • Shareholders who have not already tendered are urged to do so immediately to ensure they receive the offer price as there can be no assurance that Tecpetrol will be able to timely complete a subsequent acquisition transaction (if at all)

  • Questions or Need Assistance? Contact Laurel Hill Advisory Group at 1-877-452-7184 or email:   assistance@laurelhill.com   o   r visit https://www.tecpetrol.com/en/investors/alpha-lithium-offer for more information

Tecpetrol Investments S.L. (" Tecpetrol "), a member of the Techint Group, announces today that its wholly-owned subsidiary, TechEnergy Lithium Canada Inc., has taken-up and acquired 102,692,615 common shares of Alpha Lithium Corporation (" Alpha "), representing approximately 54% of the issued and outstanding Alpha shares, pursuant to its offer (the " Offer ") to acquire Alpha for C$1.48 in cash per share.  Tecpetrol will pay for the tendered shares within three business days.

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  • Alpha recommends that Alpha shareholders tender their shares in advance of the October 20 th deadline.
  • Alpha's Board and Management have indicated to the Company that they intend to tender to the Revised Tecpetrol Offer.
  • PI Financial Corp. has confirmed that the Revised Tecpetrol Offer is fair to shareholders from a financial point of view.
  • Shareholders that have already tendered do not need to take any further action.
  • Questions or Need Assistance? Contact Laurel Hill Advisory Group at 1-877-452-7184 or email: assistance@laurelhill.com or visit https://www.tecpetrol.com/en/investors/alpha-lithium-offer for more information.

Alpha Lithium Corporation (NEO: ALLI) (OTC: APHLF) (German WKN: A3CUW1) (" Alpha ") or the (" Company ") is issuing a reminder to shareholders to tender their shares in advance of the Revised Tecpetrol Offer deadline of 5:00 p.m. (Vancouver time) on October 20, 2023 . Shareholders using a broker may have an earlier cut-off time.

To the knowledge of the Company after reasonable inquiry, as of October 17, 2023, each of the directors and officers of Alpha have indicated an intention to tender their shares to the Revised Tecpetrol Offer.

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  • The Alpha Special Committee and the Board of Directors have unanimously recommended that Alpha shareholders accept the revised and enhanced Offer from Tecpetrol and tender their shares.
  • PI Financial has confirmed that the increased Offer is fair to shareholders from a financial point of view.
  • Shareholders that have already tendered do not need to take any further action.
  • Questions or Need Assistance? Contact Laurel Hill Advisory Group at 1-877-452-7184 or email: assistance@laurelhill.com or visit https://www.tecpetrol.com/en/investors/alpha-lithium-offer for more information.

Tecpetrol Investments S.L. (" Tecpetrol ") today issued a reminder to shareholders of Alpha Lithium Corporation (NEO: ALLI) (OTC: APHLF) (German WKN: A3CUW1) (" Alpha ") to tender their shares in advance of the Offer deadline of 5:00 p.m. (Vancouver time) on October 20, 2023 . Shareholders using a broker may have an earlier cut-off time and are urged to tender their shares immediately.

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TECPETROL URGES ALPHA LITHIUM SHAREHOLDERS TO TENDER AS SOON AS POSSIBLE, FOLLOWING POSITIVE RECOMMENDATION BY THE ALPHA BOARD OF DIRECTORS AHEAD OF BID DEADLINE OF 3 OCTOBER 2023

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  • Questions or Need Assistance? Contact Laurel Hill Advisory Group at 1-877-452-7184 or email: assistance@laurelhill.com

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What is an Offtake Agreement? (Updated 2024)

Offtake agreements play a critical role in obtaining project financing for high capital expenditures, such as manufacturing plants or processing facilities.

From early-stage enterprises to more mature businesses, cash flow challenges can make it difficult to secure loans to finance infrastructure projects. This type of contract can go a long way to mitigate risk in the eyes of lending institutions.

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Perth, Australia (ABN Newswire) - Altech Batteries Limited (ASX:ATC) (FRA:A3Y) (OTCMKTS:ALTHF) is pleased to announce the execution of an Offtake Letter of Intent between Zweckverband Industriepark Schwarze Pumpe (ZISP) and Altech Batteries GmbH.

Highlights

- Strategic Offtake Letter of Intent agreement

- Schwarze Pumpe Industrial Park Association

- Offtake for 30MWh of 1MWh CERENERGY(R) GridPacks per annum

- For the first five years of production

- Agreement to also collaborate to convert industrial park from coal to renewable energy

- Altech's CERENERGY(R) GridPack storage solution integrated

- GridPack deliveries start by mid-2027 or when plant is ready

Under this Offtake Letter of Intent (LOI), ZISP will purchase 30MWh of energy storage capacity annually, consisting of 1MWh GridPacks, for the first five years of production. The price of these batteries has been agreed and aligned to Altech's Definitive Feasibility Study assumptions. The purchase of these batteries is subject to performance tests, battery specifications and the batteries meeting customer requirements. This offtake LOI constitutes an important aspect of the financing process.

The LOI also highlights both parties' commitment to work together to change the energy landscape of the Schwarze Pumpe Industrial Park by transitioning it entirely to renewable energy. A combination of wind, solar, and Altech's CERENERGY(R) GridPack Battery Energy Storage System (BESS) will ensure continuous power supply, even during low energy generation or outages.

Partners and Project Overview

This initiative comes at a critical time for Lusatia, one of Germany's coal-reliant regions. ZISP, a crossborder municipal association between the states of Spremberg and Spreetal, oversees the Schwarze Pumpe Industrial Park, managing its water, waste, road infrastructure, and energy needs. Meanwhile, Altech Batteries GmbH (ABG), a subsidiary of the globally active Altech Group, specialises in advanced battery technology. ABG's 8ha site within the park intends to manufacture the CERENERGY(R) solid-state sodium chloride batteries, developed with the Fraunhofer Institute, for industrial grid use.

Pioneering the Energy Transition in Lusatia

Germany's Energiewende is driving a nationwide shift from fossil fuels to renewable energy. As coal use is phased out, especially in Lusatia, new energy solutions are critical. This partnership between ZISP and Altech is a key step in replacing coal with sustainable, renewable energy solutions that align with Germany's 2020 legislative mandate for the coal phase-out. The project also supports ZISP's goal of achieving certification under the EU's "Zero Valley" initiative, making Schwarze Pumpe a model for renewable energy storage and generation.

Developing an Energy Storage Strategy

To transition fully to renewable energy, wind and solar power, combined with Altech's CERENERGY(R) GridPack batteries will be key to achieving this. This partnership between ZISP and Altech marks the transformation of Schwarze Pumpe from a coal-reliant industrial park to a renewable energy hub. By integrating CERENERGY(R) batteries, the project positions the park as a replicable model for industrial regions across Europe, fostering a new economic structure cantered on renewable energy. Altech's scalable BESS solution ensures renewable energy is stored efficiently, overcoming a key challenge in transitioning from coal.

Key Terms of the Agreement

- Start of deliveries from the 120 MWh plant from mid-2027 or later as per project development

- Technical data and guarantees according to the attached data sheet

- Price per GridPack at standard market conditions

- Purchase volume 30MWh per annum for 5 years, being 2027 through 2031

- The parties intend to develop a detailed acceptance contract subject to the performance data and warranty to be met by Altech

- An option for additional delivery volumes at a later date is negotiable

- Both parties will jointly develop a business and technical partnership to deliver scalable energy solutions, with contracts to be finalised in early 2025

Management Comment - CEO Iggy Tan

"This Letter of Intent marks a significant milestone for Altech Batteries as it represents our first offtake agreement for the CERENERGY(R) GridPack Battery Energy Storage System. The interest shown by the Schwarze Pumpe Industrial Park Association (ZISP) in our technology is a clear signal of growing demand for innovative energy storage solutions, particularly as industries shift toward 100% renewable energy.

It's encouraging to see potential customers like ZISP recognise the value of our scalable and reliable battery systems. This LOI not only validates the commercial potential of our CERENERGY(R) technology but also supports our future growth strategy, as securing such agreements strengthens Altech's position for project financing and expansion.

We're excited to continue working closely with ZISP, and we believe this partnership will pave the way for future demand as the industrial park moves toward a green energy future. With the first delivery expected mid-2027, this agreement is just the beginning of what we expect will be a significant increase in battery demand."



About Altech Batteries Ltd:  

Altech Batteries Limited (ASX:ATC) (FRA:A3Y) is a specialty battery technology company that has a joint venture agreement with world leading German battery institute Fraunhofer IKTS ("Fraunhofer") to commercialise the revolutionary CERENERGY(R) Sodium Alumina Solid State (SAS) Battery. CERENERGY(R) batteries are the game-changing alternative to lithium-ion batteries. CERENERGY(R) batteries are fire and explosion-proof; have a life span of more than 15 years and operate in extreme cold and desert climates. The battery technology uses table salt and is lithium-free; cobalt-free; graphite-free; and copper-free, eliminating exposure to critical metal price rises and supply chain concerns.

The joint venture is commercialising its CERENERGY(R) battery, with plans to construct a 100MWh production facility on Altech's land in Saxony, Germany. The facility intends to produce CERENERGY(R) battery modules to provide grid storage solutions to the market.

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