- Allkem will acquire 100% of the strategic lithium tenement of María Victoria located north of the Olaroz Lithium Facility (" María Victoria Tenement ") and in exchange transfer to MSR all of the shares in the Borax holding companies and US$14 million cash 1 for employee and rehabilitation liabilities
- Conditions precedent to completion of the Proposed Transaction include transfer of certain lithium tenements and royalties from Borax to Allkem in return for borate extraction rights (usufructs) in favour of MSR, completion of due diligence by Allkem on the Maria Victoria Tenement and receipt of required internal and third party approvals
Transaction details
Under the Proposed Transaction Allkem will transfer to MSR all of the issued shares in the two Borax holding companies and US$14 million cash. In return, MSR will transfer to Allkem (or its nominee) 100% ownership of the Maria Victoria Tenement, as described in more detail below. All employees of Borax will continue to be employed by MSR.
Conditions precedent to completion include:
- The transfer by Borax to Allkem (or its nominee) of lithium tenements and associated lithium royalties held in the Cauchari, Olaroz and Hombre Muerto salars (" Allkem Property Transfers ")
- Allkem granting to Borax certain borate usufructs over the properties the subject of the Allkem Property Transfers (on customary industry terms), with Allkem retaining a right to repurchase those usufruct rights in the future; and
- Finalisation of satisfactory due diligence by Allkem on the Maria Victoria tenement, finalisation and signing of definitive agreements reflecting the terms of the HOA and obtaining all required internal, third party and regulatory approvals
Allkem will, subject to receipt of necessary third party and regulatory approvals, also retain a portion of the gas capacity that Borax is entitled to from the Fenix and La Puna gas pipelines to be available for its Sal de Vida project.
Subject to satisfaction of the conditions precedent, completion of the Proposed Transaction is expected to occur in Q4 CY2022.
Managing Director & CEO, Martin Perez de Solay says:
"The acquisition of the Maria Victoria tenement complements Allkem's existing extensive lithium brine holdings in the region and will allow more efficient development of the Olaroz salar. The exchange of Borax which is a non-core asset allows Allkem to remain focussed on its key aim of delivering growth plans of increasing lithium production threefold by 2026 and maintaining 10% of global market share in the longer term 2 ."
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1 To be funded from Allkem cash reserves
2 For further detail, refer to Allkem's ‘March 2022 Quarterly Activities Report' released to ASX/TSX on 14 April 2022
María Victoria Tenement
The Maria Victoria Tenement covers approximately 1,800 ha and is located in the northern part of the Salar de Olaroz, approximately 10km from Allkem's Olaroz Lithium Facility in the Jujuy Province (Figure 1).
Figure 1 is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/531d5374-7bc9-4f00-b002-f77e434afd2b
Borax Argentina S.A
Borax is located in the Salta Province and includes the Tincalayu and Sijes Mining Operations and processing capacity at Camp Quijano. It was acquired by Allkem from Rio Tinto PLC in 2012 and is the only boron producer in South America, producing a wide range of refined products and relatively unique boron minerals and chemicals.
Minera Santa Rita S.R.L
MSR is an Argentinian family-owned company dedicated to the extraction, production and international commercialisation of borates, its derivatives and other mining specialties. The MSR group has a global customer portfolio, supplying products for applications in agricultural, industrial, chemical and pharmacological industries.
This release was authorised by Mr Martin Perez de Solay, CEO and Managing Director of Allkem Limited.
IMPORTANT NOTICES
This investor ASX/TSX release ( Release ) has been prepared by Allkem Limited (ACN 112 589 910) (the Company or Allkem ). It contains general information about the Company as at the date of this Release. The information in this Release should not be considered to be comprehensive or to comprise all of the material which a shareholder or potential investor in the Company may require in order to determine whether to deal in Shares of Allkem. The information in this Release is of a general nature only and does not purport to be complete. It should be read in conjunction with the Company's periodic and continuous disclosure announcements which are available at allkem.co and with the Australian Securities Exchange ( ASX ) announcements, which are available at www.asx.com.au .
This Release does not take into account the financial situation, investment objectives, tax situation or particular needs of any person and nothing contained in this Release constitutes investment, legal, tax, accounting or other advice, nor does it contain all the information which would be required in a disclosure document or prospectus prepared in accordance with the requirements of the Corporations Act 2001 (Cth) ( Corporations Act ). Readers or recipients of this Release should, before making any decisions in relation to their investment or potential investment in the Company, consider the appropriateness of the information having regard to their own individual investment objectives and financial situation and seek their own professional investment, legal, taxation and accounting advice appropriate to their particular circumstances.
This Release does not constitute or form part of any offer, invitation, solicitation or recommendation to acquire, purchase, subscribe for, sell or otherwise dispose of, or issue, any Shares or any other financial product. Further, this Release does not constitute financial product, investment advice (nor tax, accounting or legal advice) or recommendation, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision.
The distribution of this Release in other jurisdictions outside Australia may also be restricted by law and any restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.
Past performance information given in this Release is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.
Forward Looking Statements
Forward-looking statements are based on current expectations and beliefs and, by their nature, are subject to a number of known and unknown risks and uncertainties that could cause the actual results, performances and achievements to differ materially from any expected future results, performances or achievements expressed or implied by such forward-looking statements, including but not limited to, the risk of further changes in government regulations, policies or legislation; the risks associated with the continued implementation of the merger between the Company and Galaxy Resources Ltd, risks that further funding may be required, but unavailable, for the ongoing development of the Company's projects; fluctuations or decreases in commodity prices; uncertainty in the estimation, economic viability, recoverability and processing of mineral resources; risks associated with development of the Company Projects; unexpected capital or operating cost increases; uncertainty of meeting anticipated program milestones at the Company's Projects; risks associated with investment in publicly listed companies, such as the Company; and risks associated with general economic conditions.
Subject to any continuing obligation under applicable law or relevant listing rules of the ASX, the Company disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements in this Release to reflect any change in expectations in relation to any forward-looking statements or any change in events, conditions or circumstances on which any such statements are based. Nothing in this Release shall under any circumstances (including by reason of this Release remaining available and not being superseded or replaced by any other Release or publication with respect to the subject matter of this Release), create an implication that there has been no change in the affairs of the Company since the date of this Release.
Not for release or distribution in the United States
This announcement has been prepared for publication in Australia and may not be released to U.S. wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction, and neither this announcement or anything attached to this announcement shall form the basis of any contract or commitment. Any securities described in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States except in transactions registered under the U.S. Securities Act of 1933 or exempt from, or not subject to, the registration of the U.S. Securities Act of 1933 and applicable U.S. state securities laws.
