Caravel Capital Urges Alpha Lithium Corporation Shareholders Tender to Tecpetrol's "Best and Final" Offer

Caravel Capital Urges Alpha Lithium Corporation Shareholders Tender to Tecpetrol's "Best and Final" Offer

Caravel Capital Urges Alpha Lithium Shareholders in an Open Letter.

Caravel Capital Investments Incorporated, a Bahamian investment firm, this morning published an open letter to all Alpha Lithium Corporation ("ALLI") shareholders outlining the reasons Shareholders should tender Tecpetrol's "Best and Final" offer of C$1.48 .

Caravel Capital states they have no agreements or understandings with Tecpetrol. Additionally, Caravel urges the ALLI board of directors to endorse Tecpetrol's revised offer, reminding them of their fiduciary obligation to protect the interests of all shareholders. Recent trading activity has demonstrated that ALLI shareholders stand to incur substantial losses if Tecpetrol's offer expires unsuccessfully.

The full text of the letter is included below and is also available on the company's website at https://www.caravelinvest.com/media .

Open Letter to Alpha Lithium Corporation Shareholders from Caravel Capital Investments Inc.

Dear Fellow Shareholders of Alpha Lithium Corp,

Caravel Capital is an investment fund that, collectively with its principals, owns over 4,500,000 common shares of Alpha Lithium Corp ("ALLI"). We write to you regarding Tecpetrol's current offer to acquire ALLI for C$1.48 per share in cash. We support Tecpetrol's revised C$1.48 offer, as we believe it fairly values the company. We urge all shareholders of ALLI to support Tecpetrol's revised C$1.48 offer by tendering their shares before the October 3, 2023 deadline. We believe this is the only logical conclusion shareholders of ALLI will reach after reviewing the facts of the past nine months.

ALLI has been exploring strategic alternatives for its assets, specifically its Tolillar project in Argentina , since late 2022. In the spring of 2023, ALLI's board formed a fairness committee and hired Credit Suisse to assist in the process of soliciting potential buyers of ALLI's assets or for the entire company in an outright sale. Caravel has had numerous conversations with ALLI's management, members of its board, and its financial advisors. We have also reviewed the disclosures made by ALLI and Tecpetrol since the initial hostile bid of C$1.24 was announced in May of 2023.

Here are the subsequent facts as we know them:

1) Tecpetrol has raised its initial offer to C$1.48 per share in cash. This transaction would remove future financing risks, including substantial future dilution related to advancing ALLI's assets into commercial production, given the funding gap of over C$ 700 million . Shareholders will be materially responsible for this cost.

2) ALLI and its advisors have been unable to find another buyer for ALLI's shares at superior terms than those offered by Tecpetrol, despite having had nine months to do so. Despite earlier speculation of an asset sale for Tolillar at a C$400 million price tag, the fact is that no such transaction has ever materialized. We believe an asset sale was primarily being pursued to try to deal with Canadian regulators, who would undoubtedly have scrutinized and likely blocked an outright corporate sale of ALLI to buyers in certain foreign jurisdictions, including China .

3) In the unlikely event that ALLI received a C$400 million offer for Tolillar, the distribution of these proceeds would carry its own issues aside from Ottawa's close scrutiny. The proceeds of such an asset sale to taxable Canadian shareholders were ALLI to distribute them, would largely be deemed a non-eligible dividend. Non-eligible dividends are taxed at 47%, not the capital gains rate of 26.5% that Tecpetrol's offer provides.

This would result in approximately C$1.17 per share in after-tax proceeds to shareholders, assuming the fully diluted shares outstanding of 212 million. Furthermore, we are skeptical that ALLI management would willingly distribute all or most of the proceeds from such a sale to shareholders, given their desire to continue advancing the company's Hombre Muerto project. We believe this would not be in shareholders' best interests.

Given ALLI management and its advisors' inability to produce a superior proposal over the last 180 days, as well as Tecpetrol's "Best and Final" language used in their revised offer, Caravel Capital intends to support Tecpetrol's C$1.48 offer to common shareholders. We urge ALLI's shareholders and board of directors to support Tecpetrol's revised C$1.48 per share offer.

Lastly, we encourage any concerned shareholders to contact us.

Sincerely,
Glen Gibbons , PM
Caravel Capital Investments Inc.
info@caravelinvest.com

About Caravel Capital Investments Inc.

Caravel Capital Investments Inc. is an event-driven market-neutral hedge fund based in Nassau , The Bahamas . Founded in 2016 by Glen Gibbons and Jeff Banfield , the firm prioritizes capital preservation with a commitment to liquidity and transparency. Named after the agile exploration ships used during the age of discovery, the firm maintains strict limits, small positions, and a manageable fund size to ensure quick responses to changing dynamics. The team uses innovative, leading-edge idea implementation while owning the Fund's risk tails. The managers pursue systematic and non-systematic risk reduction through frequent review of risk/reward and high liquidity, thereby providing a genuinely market-neutral result, as evidenced by the returns.

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SOURCE Caravel Capital

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Alpha Lithium (NEO: ALLI)

Alpha Lithium


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First-mover Advantage in Exploring Argentina’s Highly Prospective Lithium Deposits

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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*To view the full Annual Report, please visit:
https://abnnewswire.net/lnk/35XEX5O2



About Altech Batteries Ltd:

Altech Batteries Limited (ASX:ATC,OTC:ALTHF) (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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