Major Alpha Lithium Shareholder Opposes Price and Structure of Tecpetrol Hostile Bid

Major Alpha Lithium Shareholder Opposes Price and Structure of Tecpetrol Hostile Bid

Kyle Stevenson, a strategic advisor and major shareholder of Alpha Lithium Corp. (NEO: ALLI) (OTC: APHLF) (German WKN: A3CUW1), issues an open letter to his fellow shareholders declaring his opposition to the price and structure of Tecpetrol Investments S.L.'s hostile bid.

The full text of the letter is included below:

To my fellow shareholders,

My name is Kyle Stevenson. I currently own 9,200,000 common shares of Alpha and securities convertible to acquire 1,300,000 additional shares of Alpha. To the best of my knowledge, I am the single largest shareholder of Alpha Lithium.

I have been heavily involved in the Argentine lithium exploration and development industry since 2016, when I became President, CEO and a director of Millennial Lithium Corp. We developed the Pastos Grandes lithium brine project in Argentina, approximately 70 kilometers northeast of Alpha's Tolillar project. We sold Millennial to Lithium Americas Corp. in 2022, in a transaction valuing Millennial at approximately C$491,000,000. This experience gave me considerable insight into the exploration and development of Argentine lithium brine assets, and their value in strategic M&A transactions.

In addition to my Millennial experience, I am familiar with Alpha, its assets, and its management team. I have done business with them in the past, and hope to continue working with them in the future. In 2019 I had the opportunity to travel to Argentina with management and experience, first-hand, the potential of Tolillar. Since then, I have been impressed by management's ability to add shareholder value, and continue to be impressed by the work they've done in developing Alpha's portfolio of assets.

I have carefully watched Tecpetrol's attempt to acquire Alpha from its shareholders. I have reviewed Tecpetrol's bid circular, as well as Alpha's Directors' Circular, and it is clear to me that the Tecpetrol bid is wholly inadequate, and I do not intend to tender any of my shares.

In my opinion, the Tecpetrol bid is an opportunistic attempt to seize both Alpha's Tolillar and Hombre Muerto assets at an indefensible discount to their true value, which I strongly oppose. The bid fails to deliver value to Alpha's shareholders, including myself, for two key reasons: The first is the valuation is embarrassingly low for Tolillar alone, and second, Tecpetrol is trying to get all the assets, including Hombre Muerto and over $30 million in cash, for no additional consideration.

1. Inadequate Value – a stink bid by all measures

Asset Value : The Tecpetrol bid significantly undervalues the Tolillar asset on its own. As the Alpha team wrote in their Directors' Circular, the offer price represents a substantial discount to recent lithium brine transactions in Argentina, including the Millennial Lithium sale we completed in 2022. The confusing discount ignores the value added by the unique features of Alpha's Tolillar salar, most notably: Tolillar may be one of the last wholly-owned lithium bearing salars in Argentina, and Tolillar hosts a unique and valuable freshwater reserve.

In addition to the obvious operational advantages that come with exclusive ownership of the entire salar, an independent freshwater recharge study commissioned by Alpha indicated that the freshwater aquifer located within the Tolillar salar mining tenements can sustainably support the large freshwater withdrawals needed for a top tier project (see Alpha's press release of January 23, 2023 for more information).

Market Value : The bid price of $1.24 represents a ~15% discount to Alpha's closing price on Friday, June 23, 2023. When Tecpetrol first announced their intention to bid Alpha's share price was steadily climbing, consistent with prevailing trends in Lithium Carbonate Equivalent prices, making their inadequate offer even less appealing. The trading in Alpha's shares to a high of $1.45 since the announcement of the bid indicates clearly to me that I'm not alone in considering this a ‘take under' rather than a ‘take over', which won't receive the shareholder support it needs.

The unique features of Tolillar make it an incredibly compelling standalone opportunity, and by any measure, worth considerably more than Tecpetrol has offered to pay.

2. Predatory Structure – Tecpetrol wants everything, at a huge discount

Assuming Tecpetrol has taken adequate time to familiarize itself with Alpha, they know, or ought to know, that Alpha has at least two distinct and compelling assets: (i) the Tolillar project, and (ii) the roughly 5,000-hectare land position in the world-class Hombre Muerto Salar. For those of my fellow shareholders who have not yet had the opportunity, I would encourage you to review Alpha's technical report about its Hombre Muerto asset. It's available under Alpha's profile at www.sedar.com. Even prior to the filing of the Hombre Muerto technical report, it would be clear to anyone who had conducted appropriate due diligence on Alpha that its early stage Hombre Muerto asset represents compelling potential for additional shareholder value. Therein lies the second problem with the Tecpetrol bid: for a low-ball price, Tecpetrol wants the de-risked Tolillar project, the discovery potential of the Hombre Muerto asset, and approximately $30 million of capital.

Tecpetrol declined to participate in the Tolillar sale process when invited by Alpha, instead deciding to make a hostile bid for the entire company. While I expect Tecpetrol hopes to be able to use the hostile bid as a way to get Tolillar at a discount, shareholders need to understand that the proposed structure would also allow Tecpetrol to also take 100% of the future potential of Hombre Muerto, whatever that may be, for essentially nothing.

I put my trust, and capital, behind the team at Alpha to develop Tolillar from a very early stage, and am impressed by the work they have done. I want to bet on this management team again to do the same thing in Hombre Muerto.

I strongly encourage Tecpetrol to engage with Alpha in a constructive manner and offer a fair price for Alpha and/or its Tolillar asset. I further encourage them to include a structure which contemplates a spin out of Hombre Muerto along with the working capital necessary to begin to develop its potential for the benefit of all current shareholders of Alpha.

Your fellow shareholder,

[signed]

Kyle Stevenson
kyle@blueprintcapital.ca
604.788.0537


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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.

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 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

  • 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

  • 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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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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