Scheme Booklet registered by ASIC

- July 5th, 2021

Galaxy Resources Limited and Orocobre Limited refer to the announcement made on 2 July 2021 in relation to: its proposed merger with Orocobre pursuant to which Orocobre will acquire all of the shares in Galaxy by way of a scheme of arrangement ; and the orders made by the Supreme Court of Western Australia convening a meeting of shareholders of Galaxy to consider and vote on the Scheme and approving the dispatch of …

Galaxy Resources Limited (ASX: GXY) ( Galaxy ) and Orocobre Limited (ASX:ORE, TSX:ORL) ( Orocobre ) refer to the announcement made on 2 July 2021 in relation to:

  • its proposed merger with Orocobre pursuant to which Orocobre will acquire all of the shares in Galaxy ( Galaxy Shares ) by way of a scheme of arrangement ( Scheme ); and
  • the orders made by the Supreme Court of Western Australia convening a meeting of shareholders of Galaxy ( Galaxy Shareholders ) to consider and vote on the Scheme ( Scheme Meeting ) and approving the dispatch of an explanatory statement providing information about the Scheme, together with the Notice of Scheme Meeting ( Scheme Booklet ) to Galaxy Shareholders.

Scheme Booklet

Galaxy is pleased to confirm that the Australian Securities and Investments Commission ( ASIC ) has today registered the Scheme Booklet. A copy of the Scheme Booklet is attached to this announcement and will also be made available on Galaxy’s website at www.gxy.com .

The Scheme Booklet will be dispatched to Galaxy Shareholders by Wednesday, 7 July 2021 in the manner described in Galaxy’s announcement made on 2 July 2021.

Galaxy Shareholders should carefully read the Scheme Booklet in its entirety, including the material accompanying it, before deciding whether to vote in favour of the Scheme. If after reading the Scheme Booklet you have any further questions about the Scheme or the Scheme Booklet, please contact the Galaxy Shareholder Information Line on 1300 034 153 (within Australia) or +61 3 9415 4875 (outside Australia), between 8.30 am and 5.30 pm (AEST), Monday to Friday (excluding public holidays).

Directors’ Recommendation and Independent Expert’s Report

The Scheme Booklet includes a copy of the independent expert’s report prepared by Deloitte Corporate Finance Pty Limited ( Independent Expert ), which concludes that the Scheme is fair and reasonable, and in the best interests of Galaxy Shareholders, in the absence of a superior proposal for Galaxy.

The Scheme continues to be unanimously recommended by each director of Galaxy ( Galaxy Director ), subject to no superior proposal emerging for Galaxy and the Independent Expert continuing to conclude that the Scheme is in the best interests of Galaxy Shareholders. Each Galaxy Director intends to vote, or procure the voting of, all Galaxy Shares held or controlled by them in favour of the Scheme, subject to those same qualifications.

Scheme Meeting

The Scheme Meeting, at which Galaxy Shareholders will vote on the proposed Scheme, will be held at 10.00 am (AWST) on Friday, 6 August 2021, at the Karingal Room, the Melbourne Hotel, 33 Milligan Street, Perth WA 6000.

Galaxy Shareholders can also attend the Scheme Meeting online via a live webcast. Details of how to access the live webcast and participate in the Scheme Meeting online are contained in the notice of meeting included in the Scheme Booklet, and the Lumi Online Meeting Guide which is included in the notice of meeting and is also available at www.edocumentview.com.au/GXYlumiguide .

All Galaxy Shareholders registered as at 5.00 pm (AWST) on Wednesday, 4 August 2021 will be eligible to vote at the Scheme Meeting.

This release was authorised by Mr Simon Hay, Chief Executive Officer of Galaxy Resources Limited and Mr Rick Anthon, Joint Company Secretary of Orocobre Limited.

For more information

Orocobre Limited
ABN 31 112 589 910
Level 35, 71 Eagle St,
Brisbane, QLD 4000
www.orocobre.com
LinkedIn: https://www.linkedin.com/company/orocobre-limited
Twitter: https://twitter.com/OrocobreLimited
Facebook: https://www.facebook.com/OrocobreLimited/
Investor Relations
Andrew Barber
Orocobre Limited
M: +61 418 783 701
E: abarber@orocobre.com
Media Enquiries
Justin Kirkwood
Kirkwoods
M: +61 411 251 324
E: justin@kirkwoods.com.au
Galaxy Resources Limited
ABN 11 071 976 442
Level 4 / 21 Kintail Rd,
Applecross WA 6153
www.gxy.com
LinkedIn: https://au.linkedin.com/company/galaxy-resources
Twitter: https://twitter.com/galaxylithium
Investor Relations
Phoebe Lee
Galaxy Resources Limited
T: +61 (8) 9215 1700
E: info@gxy.com
Media Enquiries (Australia)
Scott Rochfort
Cannings Strategic Communications
T: +61 435 878 614
E: srochfort@canningscomms.com.au

IMPORTANT NOTICES

This announcement is a joint announcement by Galaxy Resources Limited ACN 071 976 442 ( Galaxy ) and Orocobre Limited ACN 112 589 910 ( Orocobre ).

This announcement has been prepared in relation to the proposed merger between Galaxy and Orocobre by way of scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth) ( Scheme ). Under the Scheme, Orocobre will acquire 100% of the fully paid ordinary shares in Galaxy in exchange for the issue of new fully paid ordinary shares in Orocobre. The Scheme is subject to the terms and conditions described in the merger implementation deed entered into between Galaxy and Orocobre as announced on 19 April 2021 ( Merger Implementation Deed ). A copy of the Merger Implementation Deed is available on the ASX website (at www.asx.com.au ).

Galaxy and Orocobre have jointly prepared this announcement based on information available to them as at the date of this announcement. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in this announcement. To the maximum extent permitted by law, none of Galaxy or Orocobre, their respective directors, employees, agents or advisers, or any other person, accepts any liability, including, without limitation, any liability arising from fault or negligence on the part of any of them or any other person, for any loss arising from the use of this announcement or its contents or otherwise arising in connection with it.

Forward Looking Statements

This announcement may contain forward looking statements concerning Galaxy, Orocobre and the merged group which are made as at the date of this announcement (unless otherwise indicated). Forward looking statements are not statements of historical fact and actual events and results may differ materially from those contemplated by the forward looking statements as a result of a variety of risks, uncertainties and other factors, many of which are outside the control of Galaxy, Orocobre and the merged group. Such factors may include, among other things, risks relating to funding requirements, lithium and other commodity prices, exploration, development and operating risks (including unexpected capital or operating cost increases), production risks, competition and market risks, regulatory restrictions (including environmental regulations and associated liability, changes in regulatory restrictions or regulatory policy and potential title disputes) and risks associated with general economic conditions. Any forward-looking statements, as well as any other opinions and estimates, provided in this announcement are based on assumptions and contingencies which are subject to change without notice and may prove ultimately to be materially incorrect, as are statements about market and industry trends, which are based on interpretations of current market conditions.

Except as required by law or the ASX listing rules, Galaxy and Orocobre assume no obligation to provide any additional or updated information or to update any forward looking statements, whether as a result of new information, future events or results, or otherwise. Nothing in this announcement will, under any circumstances (including by reason of this announcement remaining available and not being superseded or replaced by any other presentation or publication with respect to Galaxy, Orocobre or the merged group, or the subject matter of this announcement), create an implication that there has been no change in the affairs of Galaxy or Orocobre since the date of this announcement.

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.

TSX matters

Orocobre is an “Eligible Interlisted Issuer” for purposes of the TSX and intends to rely on the exemptions set forth in Section 602.1 of the TSX Company Manual in respect of the Scheme. The issuance of shares by Orocobre pursuant to the Scheme is subject to acceptance by the TSX.


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