JOHANNESBURG, Aug. 12, 2019 /CNW/ - Atlatsa Resources
Corporation ("Atlatsa" or the "Company") (TSX:
ATL; JSE: ATL) shareholders ("Shareholders") are
referred to the notice of special meeting and management
information circular to Shareholders dated Thursday, July 4, 2019 ("Circular"),
wherein Shareholders were advised of, inter alia, the
Composite Transaction (as defined in the Circular) to be
implemented by way of a Canadian court‑approved plan of arrangement
("Plan of Arrangement") under section 288 of the Business
Corporations Act (British
Columbia), (the "Arrangement").
In addition, Shareholders are referred to the announcement on
August 2, 2019 confirming that the
requisite Shareholder approvals in connection with the Arrangement
have been obtained.
Unless otherwise defined, capitalised words and terms contained
in this announcement shall bear the meanings ascribed thereto in
the Circular.
- CONDITIONS TO EFFECTIVENESS OF THE ARRANGEMENT
Shareholders are advised that a further condition to
effectiveness of the Arrangement, being the granting of the Final
Order by the Supreme Court of British
Columbia, has been fulfilled.
Shareholders are referred to the Plan of Arrangement, included in
the Circular, for the remaining conditions to effectiveness of the
Arrangement.
- FURTHER UPDATE
Details regarding the salient dates for the settlement of
the Share Cash-Out Consideration and the delisting from the TSX and
the JSE will be published following the fulfilment, satisfaction or
waiver of the remaining conditions to effectiveness of the
Arrangement, as detailed above.
Shareholders are further reminded to submit their Letter of
Transmittal or Form of Surrender, providing for the delivery of
Common Shares to enable receipt of the Share Cash-Out
Consideration, in accordance with the terms set out therein.
- QUERIES
For further information please
contact
Joel Kesler
Chief Commercial Officer
Office: +27 10 286 1166
Email: Joel@atlatsa.com
Corporate Advisor,
transaction and JSE Sponsor to Atlatsa:
|
One
Capital
|
South African
attorneys to Atlatsa:
|
Cliffe Dekker Hofmeyr
Inc.
|
Canadian legal
counsel to Atlatsa:
|
Stikeman Elliott
LLP
|
U.S. legal counsel
to Atlatsa:
|
Skadden, Arps, Slate,
Meagher & Flom LLP
|
Independent
Financial Advisor to the Special Committee:
|
Duff & Phelps
Canada Limited
|
Cautionary note regarding forward-looking
information
This document contains "forward-looking statements" within the
meaning of the applicable Canadian securities laws, that are based
on Atlatsa's expectations, estimates and projections as of the
dates as of which those statements are made, including statements
relating to the Arrangement, the completion and effective date of
the Arrangement, the receipt of necessary approvals, including
applicable governmental entity, TSX, JSE and regulatory and other
third-party approvals and consents. Generally, these
forward-looking statements can be identified by the use of
forward-looking terminology and can be identified by words such as
"anticipate", "estimate", "project", "expect", "intend", "believe",
"plan", "forecasts", "predicts", "schedule", "forecast", "predict",
"will", "could", "may", or their negatives or other comparable
words.
Such forward-looking statements and forward-looking information
are based, in part, on factors and assumptions that may change,
thus causing actual results to differ from those expressed by the
forward-looking statements or forward-looking information. Such
factors and assumptions include the approval of the Plan of
Arrangement by governmental entities, TSX, JSE and regulatory and
other third-party approvals and consents, and the implementation of
the terms of the Plan of Arrangement, the agreement relating to the
Prospecting Rights Disposition and the agreement relating to
the RPM Debt Write-Off and the ATH Debt Write-Off.
Such forward-looking statements and forward-looking
information involve known and unknown risks, uncertainties and
other factors that may cause Atlatsa's actual results, performance
or achievements to be materially different from any future results,
performance or achievements that may be expressed or implied by
such forward-looking statements or forward-looking
information. Such risks and factors include, but are not limited
to, the failure to satisfy the conditions to closing of the
Arrangement, including the receipt of the
required governmental entities, TSX, JSE and other
regulatory and other third-party approvals and
consents, the occurrence of any event, change or
other circumstance that could give rise to the termination of,
or failure to complete, the Arrangement, or a material adverse
effect with respect to the Company, uncertainties related to
the implementation of the Arrangement; uncertainties related to
satisfying the conditions precedent of the Arrangement.
Atlatsa advises Shareholders that these cautionary remarks
expressly qualify in their entirety all forward-looking statements
and forward-looking information attributable to Atlatsa or persons
acting on its behalf. Atlatsa assumes no obligation to update
any forward-looking statements or forward-looking
information to reflect actual results, changes in assumptions
or changes in other factors affecting such statements or
information, except as required by law. Shareholders should
carefully review the cautionary notes and risk factors contained in
this document and other documents that Atlatsa files from time to
time with, or furnishes to, the Canadian securities
regulators and which are also available under the Company's
profile on SEDAR at www.sedar.com.
SOURCE Atlatsa Resources Corporation