American Lithium Looks to “Spin Out” Uranium Assets to Independent Public Company
American Lithium Looks to “Spin Out” Uranium Assets to Independent Public
Company
VANCOUVER, British Columbia, Dec. 07, 2022 -- American Lithium Corp. (“American Lithium ” or the “Company”) (TSX-V:LI
| OTCQB:LIACF | Frankfurt:5LA1) is pleased to announce that after a review by the Company, along with its advisors, it has
made the decision to pursue a “spin-out” of its Macusani Uranium Project (the “Macusani Project ”) into an independent public
company (the “Transaction”).
The Company views a spin-out of the Macusani Project into a stand-alone vehicle as the preferred route to generate value for
American Lithium and its shareholders from the continued development of this large-scale uranium project.
The re-structuring of the Macusani Project’s ownership is well advanced, and the Company anticipates being in a position to
finalize the terms of the Transaction in early 2023.
American Lithium believes that its current share price does not fully recognize the value of the Macusani Project and that by
structuring an appropriate “spin-out” into an independent, uranium focused vehicle, the Company and its shareholders will
benefit from unlocking the value of this project. Additionally, this will allow American Lithium to concentrate its efforts on
advancing its two premier lithium projects, TLC in Nevada and Falchani in Peru.
Nuclear energy is experiencing a robust renaissance because it clearly stands out as the planet’s cleanest, most cost-
effective and reliable form of 24/7 dispatchable energy. Accordingly, the world’s premier uranium deposits are attracting more
and more global interest.
Highlights of the Macusani Project
• Large NI 43-101 mineral resource
Cut-Off (75ppm) Tonnes (Mt) Grade (ppm U₃O₈) Contained lbs (Mlbs U₃O₈)
Indicated 95.2 248 51.9
Inferred 130.0 251 72.1
Note: ~30% of Total Mineral Resources at the Macusani Project are impacted by the ongoing regulatory dispute surrounding
the ownership of 32 of the 169 concessions making up the Project.
• NI 43-101 preliminary economic assessment in 2016 with the following highlights:
◦ NPV8: US $603M, IRR 40.6% and 1.8 years payback at US $50/lb U ₃O₈
◦ Large Scale. Avg. production ~6Mlbs U₃O₈ / yr over a 10-year mine life
◦ PEA Mine Plan Resource: ~68.8Mlbs U ₃O₈ at 289ppm (circa 55% of existing resource)
◦ Low Cost: US$17/lb Life of Mine cash cost and ~US$18/lb AISC
◦ Low CapEx: ~US $300M initial capital
Note: For both mineral resource Table and PEA Highlights presented above, refer to “Macusani Project, Macusani, Peru, NI 43
-101 Report – Preliminary Economic Assessment” prepared by Mr. Michael Short and Mr. Thomas Apelt, of GBM Minerals
Engineering Consultants Limited; Mr. David Young, of The Mineral Corporation; and Mr. Mark Mounde, of Wardell Armstrong
International Limited dated January 12, 2016 filed on SEDAR. A PEA is preliminary in nature and includes inferred mineral
resources that are considered too speculative geologically to have the economic considerations applied to them that would
enable them to be categorized as mineral reserves. There is no certainty the results of the PEA will be realized. Mineral
resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that any mineral
resource will be converted into mineral reserve.
• Ability to further improve robust economics
◦ Recent processing work has shown ability to double head grades through simple scrubbing/screening
◦ preconcentration has the potential to significantly increase throughput/life of mine
◦ Australia Nuclear Science and Technology Organisation continues uranium extraction and precipitation test work
to optimize extraction rates while further reducing acid consumption
◦ Planned drilling will focus on expansion and reclassification of resource
• Near term milestones – drilling, updated PEA and move into feasibility targeted for 2023 in stand-alone
vehicle
• Strategically located approximately 25 kilometres from the Company’s Falchani Project
Simon Clarke, CEO of American Lithium , stated, “We are pleased to be able to begin the process of spinning-out this large
-scale and advanced-stage uranium project in such a way as to benefit the Company and all of our shareholders.
The Macusani Project comprises one of world’s largest undeveloped uranium projects whose ease of extraction and “near
surface” characteristics position it with the potential to be one of the lowest cost sources of uranium globally. With mounting
concerns around energy security and climate change, Macusani is strategically located in the Americas, and we believe it can
play a large role in the transition to zero emission base-load electricity generation that the world requires. However, we believe
it needs to be in a stand-alone public company to be able to fully realize its potential and to provide appropriate value to our
shareholders.”
Proposed “Spin-Out” Transaction
It is anticipated that the Transaction will include the transfer of a stand-alone Peruvian subsidiary holding the Macusani Project
along with its uranium focused concessions, to an existing publicly traded company. The consideration for such transfer is
expected to be the common shares in the capital of that public company. American Lithium then intends to distribute all, or
the majority, of such common shares to its existing shareholders on a pro rata basis.
As part of the Transaction, American Lithium will coordinate the appointment of management and an independent board for the
new company which will also benefit from the relationships and expertise of American Lithium’s operating team in Peru who
will continue to be involved in developing the Macusani Project. The completion of the Transaction will be subject to, amongst
other things, entering into definitive documentation on acceptable terms with an appropriate existing public company, and also
the receipt of all required regulatory and shareholder approvals. The Company will provide further information regarding the
proposed Transaction and the anticipated timelines as it becomes available.
Incentive Securities
As previously announced by the Company in its news release of October 4, 2022, the Company had granted an aggregate of
150,000 incentive stock options and 150,000 restricted share units to Carsten Korch, a newly appointed director of the
Company. The Company clarifies that the incentive stock options vest over a period of twelve months and are exercisable at a
price of $2.14 until October 4, 2027, and the restricted share units vest on October 4, 2024.
Qualified Person
Ted O'Connor, PGeo, Executive Vice-President of American Lithium and a qualified person as defined by National Instrument
43-101 Standards of Disclosure for Mineral Projects , has reviewed and approved the scientific and technical information
contained in this news release.
About American Lithium
American Lithium, a member of the TSX Venture 50, is actively engaged in the development of large-scale lithium projects
within mining-friendly jurisdictions throughout the Americas. The Company is currently focused on enabling the shift to the new
energy paradigm through the continued development of its strategically located TLC lithium claystone project in the richly
mineralized Esmeralda lithium district in Nevada, as well as continuing to advance its Falchani lithium and Macusani uranium
development-stage projects in southeastern Peru. Both Falchani and Macusani have been through robust preliminary
economic assessments, exhibit strong significant expansion potential and enjoy strong community support. Pre-feasibility
work has now commenced at Falchani.
For more information, please contact the Company at [email protected] or visit our website
at www.americanlithiumcorp.com for project update videos and related background information.
Follow us on Facebook, Twitter and LinkedIn.
On behalf of the Board of Directors of American Lithium Corp.
“Simon Clarke”
CEO & Director
Tel: 604 428 6128
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Cautionary Statement Regarding Forward Looking Information
This news release contains certain forward-looking information and forward-looking statements (collectively “forward-looking
statements”) within the meaning of applicable securities legislation. All statements, other than statements of historical fact,
are forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements
regarding the ability to appeal the judicial ruling, and any other statements regarding the business plans, expectations and
objectives of American Lithium. Forward-looking statements are frequently identified by such words as "may", "will", "plan",
"expect", "anticipate", "estimate", "intend", “indicate”, “scheduled”, “target”, “goal”, “potential”, “subject”, “efforts”, “option” and
similar words, or the negative connotations thereof, referring to future events and results. Forward-looking statements are
based on the current opinions and expectations of management are not, and cannot be, a guarantee of future results or
events. Although American Lithium believes that the current opinions and expectations reflected in such forward-looking
statements are reasonable based on information available at the time, undue reliance should not be placed on forward-looking
statements since American Lithium can provide no assurance that such opinions and expectations will prove to be correct. All
forward-looking statements are inherently uncertain and subject to a variety of assumptions, risks and uncertainties, including
risks, uncertainties and assumptions related to: American Lithium’s ability to achieve its stated goals; risks and uncertainties
relating to the COVID-19 pandemic and the extent and manner to which measures taken by governments and their agencies,
American Lithium or others to attempt to reduce the spread of COVID-19 could affect American Lithium, which could have a
material adverse impact on many aspects of American Lithium’s businesses including but not limited to: the ability to access
mineral properties for indeterminate amounts of time, the health of the employees or consultants resulting in delays or
diminished capacity, social or political instability in Peru which in turn could impact American Lithium’s ability to maintain the
continuity of its business operating requirements, may result in the reduced availability or failures of various local
administration and critical infrastructure, reduced demand for the American Lithium’s potential products, availability of
materials, global travel restrictions, and the availability of insurance and the associated costs; the judicial appeal process in
Peru, and any and all future remedies pursued by American Lithium and its subsidiary Macusani to resolve the title for 32 of
its concessions; risks regarding the ongoing Ontario Securities Commission regulatory proceedings; the ongoing ability to
work cooperatively with stakeholders, including but not limited to local communities and all levels of government; the potential
for delays in exploration or development activities due to the COVID-19 pandemic; the interpretation of drill results, the
geology, grade and continuity of mineral deposits; the possibility that any future exploration, development or mining results will
not be consistent with our expectations; risks that permits will not be obtained as planned or delays in obtaining permits;
mining and development risks, including risks related to accidents, equipment breakdowns, labour disputes (including work
stoppages, strikes and loss of personnel) or other unanticipated difficulties with or interruptions in exploration and
development; risks related to commodity price and foreign exchange rate fluctuations; risks related to foreign operations; the
cyclical nature of the industry in which American Lithium operates; risks related to failure to obtain adequate financing on a
timely basis and on acceptable terms or delays in obtaining governmental approvals; risks related to environmental regulation
and liability; political and regulatory risks associated with mining and exploration; risks related to the uncertain global
economic environment and the effects upon the global market generally, and due to the COVID-19 pandemic measures taken
to reduce the spread of COVID-19, any of which could continue to negatively affect global financial markets, including the
trading price of American Lithium’s shares and could negatively affect American Lithium’s ability to raise capital and may also
result in additional and unknown risks or liabilities to American Lithium. Other risks and uncertainties related to prospects,
properties and business strategy of American Lithium are identified in the “Risks and Uncertainties” section of Plateau’s
Management’s Discussion and Analysis filed on January 19, 2021, in the “Risk Factors” section of American Lithium’s
Management’s Discussion and Analysis filed on January 29, 2021, and in recent securities filings available at www.sedar.com.
Actual events or results may differ materially from those projected in the forward-looking statements. American Lithium
undertakes no obligation to update forward-looking statements except as required by applicable securities laws. Investors
should not place undue reliance on forward-looking statements. Cautionary Note Regarding Macusani Concessions Thirty-two
of the 151 concessions held by American Lithium’s subsidiary Macusani, are currently subject to Administrative and Judicial
processes (together, the “Processes”) in Peru to overturn resolutions issued by INGEMMET and the Mining Council of MINEM
in February 2019 and July 2019, respectively, which declared Macusani’s title to 32 of the concessions invalid due to late
receipt of the annual validity payments. In November 2019, Macusani applied for injunctive relief on 32 concessions in a Court
in Lima, Peru and was successful in obtaining such an injunction on 17 of the concessions including three of the four
concessions included in the Macusani Uranium Project PEA. The grant of the Precautionary Measure (Medida Cautelar) has
restored the title, rights and validity of those 17 concessions to Macusani until a final decision is obtained at the last stage of
the judicial process. A Precautionary Measure application was made at the same time for the remaining 15 concessions and
was ultimately granted by a Court in Lima, Peru on March 2, 2021 which has also restored the title, rights and validity of those
15 remaining concessions to Macusani, with the result being that all 32 concessions are now protected by Precautionary
Measure (Medida Cautelar) until a final decision on this matter is obtained at the last stage of the judicial process. The
favourable judge’s ruling confirming title to all 32 concessions from November 3, 2021 represents the final stage of the current
judicial process. However, this ruling has recently been appealed by MINEM and INGEMMET. American Lithium has no
assurance that the outcome of these appeals will be in the Company’s favour.