Alpha Lithium Responds to Tecpetrol Announcement of Intention to Make Below Market Tender Offer

Alpha Lithium Responds to Tecpetrol Announcement of Intention to Make Below Market Tender Offer

Alpha Lithium Corporation (NEO: ALLI) (OTC: APHLF) (German WKN: A3CUW1) (" Alpha Lithium " or the " Company ") today responded to the June 2, 2023 announcement by Tecpetrol Investments S.L. (" Tecpetrol ") of its intention to make an unsolicited takeover bid offer to acquire all of Alpha Lithium's issued and outstanding shares at $1.24 per share (the " Offer ").

Tecpetrol's Offer price represents a discount to the current 10-day weighted average price of $1.27 per share and a premium of only 7.8% to the share price immediately prior to Tecpetrol's May 22, 2023 announcement.

Alpha Lithium shareholders are not required to take any action in response to the Tecpetrol announcement at this time, as a potential Offer has only been announced, and not formally made.

The Alpha Lithium Board of Directors (the " Board ") has formed a special committee comprised of its four independent directors (the " Special Committee "). If a formal Offer is received, the Special Committee and the Board will thoroughly consider the Offer and related takeover bid circular with its financial and legal advisors, as well as actively investigate all possible alternatives to the Offer, including any competing offers. The Board will respond in detail and make a recommendation to the Company's shareholders through a news release and a directors' circular in accordance with applicable securities laws.

We wish to advise shareholders that Tecpetrol's announcement appears to contain a number of misleading, factually inaccurate and incomplete statements, and therefore, should be viewed with significant skepticism and caution.

Tecpetrol first made an unsolicited non-binding offer on May 15, 2023, which was reviewed by the entire Board and rejected after determining the bid to be opportunistic with a low and declining premium to the share price, and not in the best interests of Alpha Lithium shareholders. Additionally, the non-binding offer was structured to preclude Alpha Lithium from engaging with other potential interested third parties who may appropriately value the Company's unique and compelling assets (see May 23, 2023 news release).

Subsequently, on June 2, 2023, Tecpetrol announced its intention to take the same undervalued bid directly to shareholders via a formal takeover bid offer, from a subsidiary of Tecpetrol.

As indicated in Tecpetrol's press release, Alpha Lithium has been involved in an ongoing and comprehensive process to explore the potential sale of its Tolillar asset. Tecpetrol was invited to participate in this process, but, rather than engage in constructive discussions, Tecpetrol refused to sign an industry-standard non-disclosure agreement and instead elected to disrupt an otherwise orderly sale process.

Consistent with its fiduciary duties and in consultation with its advisors, the Board will carefully review and evaluate Tecpetrol's Offer, if one is received, to determine the course of action it believes is in the best interests of the Company and its shareholders.

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. Longview Communications & Public Affairs is serving as government and public relations advisor, and Kingsdale Advisors is serving as strategic shareholder and communications 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 brine salars. Other companies in the area exploring for lithium brines or currently in production include Allkem Ltd., Livent Corporation, and POSCO in Salar del Hombre Muerto; Orocobre in Salar Olaroz; Eramine SudAmerica S.A. in Salar de Centenario; and Ganfeng Lithium 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, including statements concerning the Offer and the process thereof. 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 discussions, if any, between the Company, Tecpetrol and other third parties, global economic conditions 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, include numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including the fact that there is no certainty that a formal Offer will in fact be made. 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 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.

All of 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 in order to allow the remaining minority shareholders to tender their Alpha shares to the Offer.  No further extensions are contemplated.

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Alpha Lithium Reminds Shareholders to Tender their Shares Before October 20th Deadline

Alpha Lithium Reminds Shareholders to Tender their Shares Before October 20th Deadline

  • 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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TECPETROL REMINDS SHAREHOLDERS OF ALPHA LITHIUM CORPORATION TO TENDER THEIR SHARES BEFORE OCTOBER 20TH DEADLINE

TECPETROL REMINDS SHAREHOLDERS OF ALPHA LITHIUM CORPORATION TO TENDER THEIR SHARES BEFORE OCTOBER 20TH DEADLINE

  • The Tecpetrol Offer of C$1.48 in cash per share is the only offer to purchase all of the outstanding Common Shares that is currently open for acceptance by shareholders. No other binding offers have been received by Alpha.
  • 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.

On September 28, 2023 , the Board of Directors of Alpha, based on the unanimous recommendation of the Special Committee and after receiving a positive independent fairness opinion from PI Financial Corp., publicly announced its unanimous recommendation that shareholders tender their shares to the enhanced Tecpetrol Offer of C$1.48 in cash per share. Since then, a significant number of shares have been tendered to the Offer. As previously disclosed, the Offer represents Tecpetrol's best and final offer to Alpha shareholders. No further extensions are contemplated .

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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

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

  • Alpha Lithium has announced its Board of Directors recommends that shareholders accept Tecpetrol's offer to acquire Alpha Lithium for a price of C$1.48 per share

  • Take Prompt Action – Alpha shareholders must tender their shares in advance of the expiry time of 5:00 p.m. on Tuesday , 3 October 2023

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

On 28 September 2023 Alpha Lithium Corporation (NEO: ALLI) (OTC: APHLF) (German WKN: A3CUW1) (" Alpha " or the " Company ") announced that its Board of Directors, based upon the unanimous recommendation of the special committee of independent directors and a positive fairness opinion from PI Financial Corp., recommended that Alpha shareholders accept the enhanced offer from Tecpetrol Investments S.L. (" Tecpetrol ") to acquire all of the issued and outstanding common shares of Alpha at a price of C$1.48 per share in cash (the " Offer "). Tecpetrol welcomes the Board's decision and urges Alpha shareholders to tender their Alpha shares immediately in order to crystallize a significant premium for their shares. All shares must be submitted in advance of 5:00 p.m. ( Vancouver time) on 3 October 2023 . We note that shareholders using a broker will have an earlier expiry and encourage shareholder to submit immediately.

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CENTURY LITHIUM PROVIDES UPDATE ON THE FEASIBILITY STUDY

CENTURY LITHIUM PROVIDES UPDATE ON THE FEASIBILITY STUDY

Century Lithium Corp. (TSXV: LCE) (OTCQX: CYDVF) (Frankfurt: C1Z) (Century Lithium or Company) reports that the Feasibility Study on the Company's Clayton Valley Lithium Project (Project), in Nevada, USA under the direction of Wood PLC and Global Resource Engineering Ltd., is currently under review by the Qualified Persons, and the Company anticipates its announcement imminently.

Century Lithium Provides Update on the Feasibility Study (CNW Group/Century Lithium Corp.)

To date, the Company's Feasibility Study team has revised and updated estimates for a phased production approach at the Project. These revisions also included assessment and evaluation of the economic benefit of sales of the surplus sodium hydroxide produced by the chlor-alkali plant.

The Company's Lithium Extraction Facility (Pilot Plant) in Amargosa Valley, Nevada is now in its third year of testing the processing of lithium-bearing claystone from the Project. All data collected has been essential to the Feasibility Study. Century Lithium continues to work toward permitting the Project including the collection of baseline data collection for biology, surface and groundwater hydrology, and social impacts. Earlier this year, baseline reports were submitted by the Company's consultants and were accepted by the appropriate government agencies. Multiple reports have been completed which will aide in the preparation of a Plan of Operations to initiate the National Environmental Policy Act (NEPA) process.

About Century Lithium Corp.

Century Lithium Corp. (formerly Cypress Development Corp.) is an advanced stage lithium company, focused on developing its 100%-owned Clayton Valley Lithium Project in west-central Nevada, USA . Century Lithium is currently in the pilot stage of testing on material from its lithium-bearing claystone deposit at its Lithium Extraction Facility in Amargosa Valley, Nevada and progressing towards completing a Feasibility Study and permitting, with the goal of becoming a domestic producer of lithium for the growing electric vehicle and battery storage market.

ON BEHALF OF Century Lithium CORP.
WILLIAM WILLOUGHBY , PhD., PE
President & Chief Executive Officer

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS NEWS RELEASE.

Cautionary Note Regarding Forward-Looking Statements

This release includes certain statements that may be deemed to be "forward-looking statements". Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as " expects," "estimates," "projects," "anticipates," "believes," "could," "scheduled," and other similar words. All statements in this release, other than statements of historical facts, that address events or developments that management of the Company expects, are forward-looking statements. Although management believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. The Company undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change. Factors that could cause actual results to differ materially from those in forward-looking statements, include market prices, exploration, and development successes, continued availability of capital and financing, and general economic, market or business conditions. Please see the public filings of the Company at www.sedar.com for further information.

Cision View original content to download multimedia: https://www.prnewswire.com/news-releases/century-lithium-provides-update-on-the-feasibility-study-302121633.html

SOURCE Century Lithium Corp.

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/April2024/19/c7578.html

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