link below PR of final vote of WLCDF & LA.
Western Lithium and Lithium Americas
Announce Shareholder Approval of Plan of Arrangement
September 1, 2015
Vancouver and Toronto, Canada: Western Lithium USA Corporation (“Western Lithium”, TSX: WLC; OTCQX: WLCDF) and Lithium Americas Corp. (“Lithium Americas”, TSX: LAC) are pleased to announce that each company held a special meeting of its shareholders earlier today, and that the previously announced plan of arrangement (the “Arrangement”) involving Western Lithium and Lithium Americas was approved by the shareholders of each of Western Lithium and Lithium Americas.
98.25% of the shares represented at the Western Lithium special meeting were voted in favour of an ordinary resolution authorizing the issuance of such number of common shares in the capital of Western Lithium (“Western Lithium Shares”) as is necessary to acquire all of the outstanding common shares of Lithium Americas pursuant to an arrangement agreement dated June 30, 2015 (the “Arrangement Agreement”).
99.91% of the shares represented at the Lithium Americas special meeting were voted in favour of the Arrangement and 99.90% of the shares represented by “minority” shareholders within the meaning of applicable securities laws were voted in favour of the Arrangement. Pursuant to the Arrangement, Lithium Americas shareholders will receive 0.789 of a Western Lithium Share for each common share of Lithium Americas held. The disinterested shareholders of Lithium Americas also approved an ordinary resolution authorizing the issuance of such number of common shares of Lithium Americas as is necessary to settle certain change of control payments otherwise payable by LAC in cash to certain of its executive officers.
Lithium Americas will apply for a final order approving the Arrangement from the Ontario Superior Court of Justice (Commercial List) on September 3, 2015. If all conditions specified in the Arrangement Agreement are satisfied or waived, it is anticipated that the Arrangement will become effective on or about September 4, 2015.
In addition, at the Western Lithium special meeting, shareholders also approved an ordinary resolution authorizing the issuance of up to 10,078,043 Western Lithium Shares upon the conversion of subscription receipts previously issued to an affiliate of The Bangchak Petroleum Public Company Limited and such number of additional Western Lithium Shares as become issuable pursuant to the “down-round” adjustment provisions of such subscription receipts. As a result of such shareholder approval, 2,764,263 subscription receipts are now eligible for, and in due course will be, converted into 3,023,412 Western Lithium Shares, and the US$1,500,000 proceeds in respect thereof will be released from the escrow agent to Western Lithium. The remaining 6,449,948 subscription receipts will be eligible for conversion into Western Lithium Shares, and the US$3,500,000 proceeds in respect thereof will be released from escrow, upon completion of certain performance-related conditions, which are anticipated to be completed in the fall of 2015.
AI
