Lancaster Resources Announces Receipt of Interim Order for Crestfield Copper Spin-Off

Lancaster Resources Announces Receipt of Interim Order for Crestfield Copper Spin-Off

Lancaster Resources Inc. (CSE:LCR | OTCQB:LANRF | FRA:6UF0) (" Lancaster" or the " Company " ) is pleased to announce that on February 2, 2024, the Supreme Court of British Columbia granted an interim order (the " Interim Order ") in connection with the proposed spin-off of Nelson Lake Copper Corp. (" Nelson Lake ") by Lancaster by way of Plan of Arrangement (the " Arrangement "). For further information on the Arrangement and the arrangement agreement (the " Arrangement Agreement "), please refer to Lancaster's news release dated January 30, 2024.

The Interim Order, among other things, directs Lancaster to call and hold a special meeting (the " Meeting ") of the holders of Lancaster common shares (the " Shareholders ") in accordance with the Business Corporations Act , BC, to pass a special resolution to approve the Arrangement. In accordance with the Interim Order, the Meeting will be held at 10:00 a.m. (Vancouver time), March 15, 2024, at the offices of the Company.

The record date for determining the Shareholders entitled to receive notice and to vote at the Meeting was the close of business on February 5, 2024, as was described in the Company's press release dated January 30, 2024.

In connection with the Meeting, the Company will mail an information circular (the " Circular "), together with related proxy materials (collectively, the " Meeting Materials ") to Shareholders in accordance with applicable securities laws. The Meeting Materials will also be available on SEDAR (www.sedar.com) under Lancaster's profile.

To be effective, the Arrangement must be approved by a special resolution passed at the Meeting by at least two-thirds (66 ⅔%) of the votes cast at the Meeting in person or by proxy by the Shareholders.

If all necessary approvals are obtained, the Company expects that the Arrangement will close in March 2024.

About Lancaster Resources Inc.

Lancaster Resources (CSE:LCR | OTCQB:LANRF | FRA:6UF0) is engaged in exploring critical minerals. Its Alkali Flat Lithium Project, in Lordsburg, New Mexico, USA, involves the exploration of a below-surface lithium brine target. Lancaster's goal at Alkali Flat is to produce Net-Zero Lithium through the use of direct lithium extraction (DLE) technology and solar power. Lancaster is also collaborating to deploy advanced satellite hyperspectral acquisition, geospatial data aggregation, and AI-driven predictive modelling services for the exploration of lithium, uranium, rare earth elements (REE), and other critical minerals

Lancaster's project portfolio includes rights to acquire the Trans-Taiga Lithium Property located within the James Bay lithium district of Quebec and the Nelson Lake Copper Project in Saskatchewan, Canada, held through its subsidiary Nelson Lake Copper Corp. Lancaster is in the process of divesting a majority of its ownership in Nelson Lake through a spin-off transaction. Guiding Lancaster's journey is a skilled management and technical team with collective involvement in over 15 commercial mineral discoveries and endowed with extensive experience in the creation of lithium brine targets and the exploration and development of exploration projects across Canada, the American West, Mexico, and South America.

Penny White, President & Chief Executive Officer
Lancaster Resources Inc.
Email: penny@lancasterlithium.com
Tel: 604 923 6100
Website: www.lancaster-resources.com

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or Lancaster's future performance. The use of any of the words "could," "expect," "believe," "will," "projected," "estimated," and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on Lancaster's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, the ability of Lancaster to enter into an Arrangement Agreement and meet the other conditions precedent of the Spin-Off Agreement, the ability of Lancaster to execute its exploration plans, obtain exploration and drilling permits, raise capital, retain key personnel, identify, acquire, explore, and develop high-quality mineral-rich properties, and integrate sustainable energy sources and innovative technologies for climate-positive resource production constitute forward-looking information. Actual results and developments may differ materially from those contemplated by forward-looking information.

Readers are cautioned not to place undue reliance on forward-looking information. The statements made in this press release are made as of the date hereof. Lancaster disclaims any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events, or otherwise, except as may be expressly required by applicable securities laws.

The Canadian Securities Exchange has not reviewed, approved or disapproved the contents of this news release.


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Lancaster Resources Provides Corporate Update

Lancaster Resources Provides Corporate Update

Lancaster Resources Inc. (CSE:LCR | OTC:LANRF | FRA:6UF0) ( the "Company" or "Lancaster") is pleased to provide a corporate update. The Company's portfolio of projects includes the Piney Lake Gold Project, Catley Lake and Centennial East Uranium Projects in Saskatchewan, the Alkali Flat Lithium Brine Project In New Mexico and the Trans-Taiga Project in James Bay, Quebec. The Company continues to review gold and critical mineral projects for acquisition.

Piney Lake Gold Project

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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Lancaster Resources Inc. (CSE:LCR | OTCQB:LANRF | FRA:6UF0) ("Lancaster" and the "Company") announces an update on its exploration plans for its Uranium prospective Catley Lake & Centennial East properties in the Athabasca Basin of Saskatchewan, Canada.

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Altech Batteries Limited  Acquisition of Additional Investments CERENERGY and Silumina

Altech Batteries Limited Acquisition of Additional Investments CERENERGY and Silumina

Perth, Australia (ABN Newswire) - Altech Batteries Limited (ASX:ATC) (FRA:A3Y) (OTCMKTS:ALTHF) is pleased to announce that it has executed a binding Term Sheet to acquire Altech Advanced Materials AG's (FRA:AMA) 25% equity interest in Altech Energy Holdings GmbH (AEH) (75% holder of CERENERGY(R)) and 25% equity interest in Altech Industries Germany GmbH (AIG) (100% holder of Silumina AnodesTM) including all outstanding shareholder loans from AIG and AEH to AAM; together the 'Acquisitions'.

Highlights

- Altech's offer to acquire Altech Advanced Materials AG (AAM) project stakes accepted by AAM

- Altech to acquire additional 18.75% stake in CERENERGY(R) Project and additional 25% stake in Silumina AnodesTM Project including outstanding shareholder loans to AAM

- Altech will hold 75% of CERENERGY(R) & 100% of Silumina AnodesTM projects post acquisition

- Fraunhofer remains as 25% JV partner of the CERENERGY(R) project

- Altech will issue AAM approximately 532 million fully paid ordinary shares

- Acquisitions are valued at approximately A$23.3 million

- AAM market capitalisation on Frankfurt Stock Exchange is approximately A$38.7 million

- Based on DFS, and risk-adjusted AAM value, both projects valued at A$77 million

- AAM post-acquisition will be 21% shareholder of ATC

- New simplified corporate structure serves to optimise financing options

- Potential for ATC to divest acquired interests to strategic partners for project financing

- Subject to shareholder approval by both ATC and AAM

- General Meeting to be held inclusive of Independent Expert Report

In accordance with the project's ownership, the AAM equity interests to be acquired by ATC represent an additional 18.75% stake in the CERENERGY(R) project and an additional 25% stake in the Silumina AnodesTM project (refer Figure 1* Corporate Structure before and after Acquisitions).

Fraunhofer remains as 25% JV partner of the CERENERGY(R) project.

As consideration for the Acquisitions, and subject to shareholder approval, Altech will issue to AAM approximately 532 million fully paid ordinary shares, resulting in AAM holding 21% of Altech's issued share capital post Acquisitions. Based on the volume weighted average price (VWAP) of Altech shares being $0.044 over the 15 trading days prior to this announcement, the total consideration offered is valued at A$23.3 million. The shares proposed to be issued to AAM will be subject to a voluntary escrow period of 12 months from the date of issue. The Acquisition is still subject to several conditions precedent, including the approval of the Acquisitions by shareholders at the General Meetings of AAM and ATC.

Valuation of Transaction

AAM's current market capitalisation on the Frankfurt Stock Exchange A$38.7 million (equal to EUR23.2 million), while the consideration offered for its sole assets amounts to A$23.3 million.

The Cerenergy Project DFS has a Net Present Value (NPV) of A$281 million, with AAM's 18.75% stake equating to A$52 million at full financing. Applying a standard 0.23 NAV discount for financing risk, the adjusted valuation is A$12 million. The Silumina Project DFS has an NPV of A$1.14 billion, with AAM's 25% stake translating to A$285 million. After applying the same 0.23 NAV discount, the adjusted valuation stands at A$65 million. In total, the risk-adjusted value of both projects is A$77 million, compared to the A$23.3 million consideration offered for their acquisition.

AAM initially acquired a 25% stake in both the CERENERGY and Silumina Projects from ATC for a total consideration of A$8 million. Following the acquisition, AAM made additional capital contributions in response to cash calls from both project entities, providing a total of A$10.8 million to support project development, operational expenses, and financing commitments. This brings AAM's total investment in the projects to date to A$18.8 million compared to the A$23.3 million consideration offered for their acquisition.

Post Acquisitions

Post Acquisitions, Altech will own 100% of the Silumina AnodesTM Project and 75% of the CERENERGY(R) Battery Project, with Fraunhofer as 25% joint venture partner.

Strategic Rationale and Benefits

This transaction represents a pivotal moment for Altech's strategic growth. By acquiring 100% ownership of Silumina AnodesTM and 75% ownership of CERENERGY(R), Altech is positioning itself to accelerate the development and commercialisation of these high-value projects. The Silumina AnodesTM project is a breakthrough in battery material technology, incorporating high-purity alumina in silicon anodes to improve battery performance. The CERENERGY(R) project, meanwhile, is at the forefront of next-generation sodium chloride battery development, offering a sustainable alternative to conventional lithium-ion technology.

Additionally, the transaction presents a practical solution to recent funding challenges by AAM. Uncertainty among German investors regarding AAM's ownership structure has complicated AAM's fundraising efforts and hindered sustained support in Germany.

Altech will have the autonomy to make key investment and operational decisions without requiring external approvals, thereby enhancing project execution efficiency. Furthermore, the Acquisitions will provide Altech with a stronger negotiation position when engaging with potential strategic partners, customers, and financiers. Through these transactions, AAM will retain long-term upside potential through its new equity stake in Altech. This structure aligns the interests of both companies and ensures that AAM continues to benefit from future successes. AAM will remain as an investment company on the Frankfurt Stock Exchange rather than holding direct interest of both projects.

Consolidating ownership reduces the complexity of project governance and enhances Altech's ability to execute strategic initiatives with greater agility and less complexity. Additionally, the issuance of shares to AAM in lieu of cash payments preserve Altech's balance sheet strength, allowing it to deploy capital more effectively towards project development and commercialisation.

The Board of Altech believes the transaction will deliver significant strategic benefits, including:

- Consolidation of ownership in the Silumina AnodesTM and CERENERGY(R) projects, enabling streamlined decision-making and project execution

- Improved operational flexibility and efficiency to fast-track commercialisation efforts

- Addressing recent funding challenges faced by AAM and improving capital structure alignment

Conditions Precedent

The completion of the Acquisitions is subject to:

- All necessary regulatory approvals, including:

o ASX Listing Rule 7.1 shareholder approval for the issuance of consideration shares.

o Shareholder approval under item 7, section 611 of the Corporations Act 2001 (Cth), to the extent that AAM, or any of its shareholders, will increase its voting power above 20% in Altech.

- Approval from the Australian Treasurer under the Foreign Acquisitions and Takeovers Act 1975 (Cth), if required.

- Approval by AAM's shareholders meeting

- Execution of an escrow deed between Altech and AAM regarding the voluntary escrow conditions.

Board Recommendation

Mr Hansjoerg Plaggemars and Mr Uwe Ahren, being current Managing Directors of AAM, did not take part in any voting on the Acquisitions in their position as Board members of Altech and do not make a recommendation on the proposal. Mr Iggy Tan, being a previous Managing Director of AAM (resigned 31 December 2024) did not take part in any voting on the Acquisitions and does not make a recommendation on the proposal.

The Independent Directors of Altech, consisting of Mr Luke Atkins, Mr Dan Tenardi and Mr Peter Bailey, unanimously recommend that shareholders vote in favour of the Acquisitions, subject to the Independent Expert's Report concluding that the transaction is fair and/or reasonable to Altech shareholders. Altech's Board strongly believes that this transaction will enhance shareholder value over the long term by consolidating ownership, streamlining decision-making and ensuring that both projects progress efficiently towards commercialisation. The transaction structure ensures that AAM remains aligned with Altech's success while addressing funding constraints in a manner that benefits all stakeholders.

Next Steps

Altech will continue working closely with AAM to finalise definitive agreements and complete all required regulatory and shareholder approvals. Shareholders will be kept informed of any significant developments, and further announcements will be made as key milestones are achieved. The Company remains committed to executing this strategic initiative in a manner that enhances shareholder value and accelerates its growth objectives. The Board looks forward to engaging with shareholders throughout the approval process and appreciates the ongoing support from its investors.

To view the Indicative Timetable, please visit:
https://abnnewswire.net/lnk/DK6T5Z7Q



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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