Alabama Graphite Corp. (“
Alabama
Graphite” or the “
Corporation”)
(TSX-V:CSPG) (OTCQB:CSPGF) (FRANKFURT:1AG) is pleased to announce
that it has filed its Management Information Circular (the
“
Circular”) and related proxy materials on SEDAR
and its website (
www.alabamagraphite.com), in
advance of the Corporation’s special meeting of securityholders to
be held on March 9, 2018 (the “
Special Meeting”).
The purpose of the Special Meeting is to seek approval of Alabama
Graphite’s proposed plan of arrangement transaction (the
“
Arrangement”) with
Westwater Resources,
Inc. (“
Westwater”) (NASDAQ:WWR).
The Arrangement Agreement
As previously announced on December 13, 2017,
Alabama Graphite has entered into a definitive agreement (the
“Arrangement Agreement”) with Westwater for the
purchase of all of the issued and outstanding common shares of
Alabama Graphite (the “Alabama Graphite Shares”).
Under the Arrangement, as more particularly described in the
Circular, a holder of Alabama Graphite Shares will receive at the
effective time of the Arrangement, for each Alabama Graphite Share
held, 0.08 of a share of Westwater common stock (each, a
“Westwater Share”). Furthermore, Westwater shall
issue options (the “Replacement Options”) in
exchange for options to purchase Alabama Graphite Shares
(“Alabama Graphite Options”) under the Arrangement
which Replacement Options shall have terms and conditions
substantially similar to the original Alabama Graphite Options.
Each holder of an Alabama Graphite warrant to purchase Alabama
Graphite Shares (an “Alabama Graphite Warrant”)
outstanding immediately prior to the effective time of the
Arrangement, shall receive upon the subsequent exercise of such
holder’s Alabama Graphite Warrant, in accordance with its terms,
and shall accept in lieu of each Alabama Graphite Common Share to
which such holder was theretofore entitled upon such exercise but
for the same aggregate consideration payable therefor, 0.08 of a
Westwater Share. If approved at the Special Meeting, closing of the
Arrangement remains on track to occur in the second quarter of
2018, following which, the Alabama Graphite Shares will be delisted
from the TSX Venture Exchange (“TSXV”).
SECURITYHOLDER VOTING
INFORMATIONAlabama Graphite’s securityholders of record on
January 31, 2018 will receive notice of, and be entitled to vote
at, the Special Meeting. To become effective, the Arrangement must
be approved by: (i) at least two-thirds of the votes cast by the
shareholders of Alabama Graphite at the Special Meeting present in
person or represented by proxy; and (ii) at least two-thirds of the
votes cast by securityholders of Alabama Graphite at the meeting
present in person or represented by proxy voting as a single class.
The Arrangement also requires the approval of the Supreme Court of
British Columbia. In addition to securityholder and court
approvals, the Arrangement is subject to certain other closing
conditions customary in transactions of this nature which are
described in the Circular. Securityholders are encouraged to read
the Circular as it provides important information about Alabama
Graphite, Westwater and the Arrangement.
Management and the Board of Directors of both
Westwater and Alabama Graphite, as well as the Special Committee of
Alabama Graphite’s Board of Directors, are unanimously in support
of the Arrangement.
Securityholders who have questions regarding the
Arrangement or require assistance with voting may contact the Proxy
Solicitation Agent below:
SHAREHOLDER QUESTIONS
Laurel Hill Advisory Group North American
Toll-Free Number: 1-877-452-7184Collect Calls Outside North
America: 416-304-0211Email: assistance@laurelhill.com
SPECIAL MEETING FOR
SECURITYHOLDERSThe Special Meeting will be held at the
offices of Miller Thomson LLP, Scotia Plaza, 40 King Street West,
Suite 5800, Toronto, Ontario, M5H 3S1 on March 9, 2018 at 11:00
a.m. (Eastern Standard time).
Alabama Graphite will provide further
information with respect to the timing of closing of the
Arrangement and the delisting of the Alabama Graphite Shares from
the TSXV as updates become available.
On behalf of the Board of Directors ofALABAMA
GRAPHITE CORP.
Gareth P. Hatch, PhD, CEng,
FIMMM, FIETChief Executive Officer and Executive Director
ABOUT ALABAMA GRAPHITE
CORP.Alabama Graphite is a Canadian-based flake graphite
exploration and development company as well as an aspiring battery
materials production and technology company. Alabama Graphite
operates through its wholly owned subsidiary, Alabama Graphite
Company, Inc. (a company registered in the state of Alabama).
For more information on Alabama Graphite, please
visit www.alabamagraphite.com. ABOUT WESTWATER RESOURCES,
INC. Westwater (formerly Uranium Resources, Inc.) is
focused on developing energy-related minerals. Westwater has
developed a dominant land position in three prospective lithium
brine basins in Nevada and Utah in preparation for exploration and
potential development of any lithium resources that may be
discovered there. In addition, Westwater remains focused on
advancing the Temrezli in-situ recovery (ISR) uranium project in
Central Turkey when uranium prices permit economic development of
this project.
For more information on Westwater, please visit
www.westwaterresources.net.
FORWARD-LOOKING STATEMENTSThis
press release contains forward-looking information under applicable
Canadian securities laws (“forward-looking
statements”), which may include, without limitation,
statements with respect to the proposed Arrangement and the
anticipated timing of closing thereof, and the timing of the
Special Meeting. The forward-looking statements are based on the
beliefs of management and reflect Alabama Graphite’s current
expectations. When used in this press release, the words
“estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”,
“plan”, “predict”, “may”, “will” or “should” and the negative of
these words or such variations thereon or comparable terminology
are intended to identify forward-looking statements. Such
statements reflect the current view of Alabama Graphite. Completion
of the Arrangement is subject to a number of conditions which are
typical for transactions of this nature. Failure to satisfy any of
these conditions, the emergence of a superior proposal or the
failure to obtain the approval of the securityholders of Alabama
Graphite and Westwater may result in the termination of the
Arrangement Agreement.
By their nature, forward-looking statements
involve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements, or
other future events, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Forward-looking statements are made
based on management’s beliefs, estimates and opinions on the date
that statements are made, and Alabama Graphite undertakes no
obligation to update forward-looking statements (unless required by
law) if these beliefs, estimates and opinions or other
circumstances should change. Investors are cautioned against
attributing undue certainty to forward-looking statements.
Alabama Graphite has also assumed that the
material factors and assumptions will not cause any forward-looking
statements to differ materially from actual results or events.
However, the list of these factors and assumptions is not
exhaustive and is subject to change and there can be no assurance
that such assumptions will reflect the actual outcome of such items
or factors.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS
REGULATION SERVICE PROVIDER (AS THAT TERM IS DEFINED IN THE
POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR
THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS NEWS
RELEASE.
CONTACT
Alabama Graphite
Corp.
Tyler W. P. Dinwoodie President +1 (416) 309-8641
tdinwoodie@alabamagraphite.com
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