Sep 7 2015
Western Lithium USA Corporation and Lithium Americas Corp. are pleased to announce that they have completed the plan of arrangement, pursuant to which Western Lithium acquired all of the issued and outstanding common shares of Lithium Americas in exchange for 0.789 common shares of Western Lithium for each Lithium Americas Share held.
Pursuant to the Arrangement and effective upon closing of the Arrangement, Lithium Americas has become a wholly-owned subsidiary of Western Lithium. In connection with the closing of the Arrangement, Western Lithium has issued an aggregate of 130,847,374 common shares of Western Lithium (the "Western Lithium Shares") to the former shareholders of Lithium Americas. On closing of the Arrangement, Western Lithium has 265,648,063 Western Lithium Shares issued and outstanding, with former Lithium Americas shareholders holding approximately 49.3% on an undiluted basis. An aggregate of 6,775,000 in-the-money awards held by Messrs. Tom Hodgson, John Kanellitsas and Franco Mignacco were exchanged for stock options of Western Lithium (the "Replacement Options"), each of which is exercisable to acquire Western Lithium Shares based on the Exchange Ratio (rounded down to the next whole number). In addition, each of the 100,000 outstanding share purchase warrants of Lithium Americas (the "Warrants") is exercisable to acquire Western Lithium Shares based on the Exchange Ratio. An additional 5,424,375 Western Lithium Shares have been reserved for issuance upon exercise of the Replacement Options and the Warrants.
In connection with the Arrangement, three Lithium Americas nominees joined the Board of Directors of Western Lithium, being: Tom Hodgson, Executive Chairman of Lithium Americas prior to the Arrangement; John Kanellitsas, Director, President and Chief Executive Officer of Lithium Americas prior to the Arrangement; and Franco Mignacco, Director of Lithium Americas prior to the Arrangement and President of Minera Exar S.A., a subsidiary of Lithium Americas. In addition, as previously announced, Western Lithium will continue to be led by CEO Jay Chmelauskas, Franco Mignacco will continue in his role as President of Minera Exar S.A. and Tom Hodgson and John Kanellitsas have agreed to be engaged as consultants for Western Lithium under a six-month term and become members of a Western Lithium integration team established to execute initiatives related to corporate development, strategy and capital raising.