American Lithium Reaches Definitive Agreement to Spin Out Macusani Uranium Deposit into an Independent Public Company
American Lithium Reaches Definitive Agreement to Spin Out
Macusani Uranium Deposit into an Independent Public Company
VANCOUVER, BRITISH COLUMBIA , June 7, 2023 – American Lithium Corp . (“American Lithium” or the
“Company”) (TSX-V:LI | NASDAQ:AML| Frankfurt:5LA1) announces that it has entered into a definitive
arrangement agreement (the “Arrangement Agreement”) with Friday’s Dog Holdings Inc. (TSX-V:FRDY), a
public company currently listed on the TSX Venture Exchange and to be renamed International Uranium
Corp. (“International Uranium”), dated June 6, 2023, pursuant to whi ch it will transfer ownership (the
“Transaction”) of its Macusani Uranium Project (the “ Macusani Project”). In accordance with the terms
of the Arrangement Agreement, the Company will transfer ownership of a wholly owned Peruvian
subsidiary which holds the mineral concessions comprising the Macusani Project to International
Uranium.
In connection with the Transaction, International Uranium will consolidate (the “ Consolidation”) its
outstanding share capital of 84,069,352 common shares on the basis of one post-Consolidation common
share for every four-and-one-half pre-Consolidation shares resulting in 18,682,078 being outstanding and
will issue to the Company 80,000,000 post-Consolidation common shares (the “Consideration Shares”) in
consideration for the Mac usani Project . On Closing , International Uranium has committed to have a
minimum of C$5,000,000 in available cash and concurrently with the entering into of the Arrangement
Agreement has announced a brokered private placement of subscription receipts (the “ Concurrent
Financing”) led by Eight Capital and National Bank Financial Inc. with a syndicate that includes TD
Securities, CG Capital Markets and Clarksons Securities AS to raise gross proceeds of C$15,000,000. On a
pro forma basis, there i s expected to be approximately 128,862,078 common shares of International
Uranium outstanding upon completion of the Transaction assuming the minimum amount is raised in the
Concurrent Financing. International Uranium will also reconstitute its board of directors and management
to consist of nominees of the Company. Further details regarding the terms of the Concurrent Financing
and the proposed composition of the board of directors and management are set out in today’s
announcement by International Uranium.
Through the Transaction, the Company aims to recognize the market value of the advanced, development
stage Macusani Project for the benefit of its shareholders by creating an independent, well financed,
uranium-focused, publicly traded company, International Uranium, which will drive this large -scale
uranium project forward through feasibility and beyond. International Uranium will immediately benefit
from the work done to date by American Lithium on the Macusani Project and in particular a highly robust
PEA, advanced metallurgy and drill permits which have been filed for the next phases of drilling and are
expected to be finalized shortly. The Transaction will also enable American Lithium to better focus all its
efforts on advancing its two premier lithium projects, TLC in Nevada, and Falchani in Peru.
Simon Clarke, Chief Executive Officer of the Company , stated, “ We are pleased to move forward with
spinning out this large-scale and advanced-stage uranium project for the benefit of our shareholders. The
Macusani Project is one of the world’s largest undeveloped uranium projects whose ease of extraction ,
“near surface” and high purity 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 larg e role in the transition
to zero emission base-load electricity generation that the world requires. To fully realize its potential and
to provide maximum value to our shareholders we believe it needs to be in a stand -alone public
company.”
Details of the Transaction
Pursuant to the terms of the Arrangement Agreement, the Transaction will involve the transfer of
ownership of Macusani Uranium S.A.C., a Peruvian subsidiary of the Company, to International Uranium
in consideration for receipt of the Considerati on Shares. Immediately following receipt of the
Consideration Shares, the Company intends to distribute (the “Distribution”) the Consideration Shares to
its existing common shareholders on a pro rata basis. The Distribution will be conducted along with the
Transaction under a plan of arrangement in accordance with the Business Corporations Act (British
Columbia). The Company has not yet determined a record date for shareholders entitled to participate in
the Distribution and will issue a further news release once such a determination has been made.
Following completion of the Transaction, International Uranium will have ownership and control over the
Macusani Project. It is intended that management of International Uranium will be comprised of
nominees of the Company, and the Company will arrange for the continuity of the existing development
team in Peru. The Company will retain the right to participate in any future commercially viable
discoveries of lithium mineralizatio n on the Macusani Project and the concessions transferred to
International Uranium as part of the Transaction. International Uranium will be permitted to participate
in any future commercially viable discoveries of uranium mineralization on the remaining m ineral
concessions which comprise the Company’s Falchani lithium project and associated exploration
concessions which have been retained by the Company.
The Company and International Uranium are at arms -length. Completion of the Transaction remains
subject to a number of conditions, including the receipt of the approval of the shareholders of each of the
Company and International Uranium, the approval of the Supreme Court of British Columbia, International
Uranium having received approval of the TSX Venture Exchange, completion of the Consolidation and the
Concurrent Financing, International Uranium having no less than C$5,000,000 of available cash on hand
prior to completion of the Concurrent Financing and after deducting the expenses associated with the
Transaction, International Uranium having completed the divestiture of its existing business, and the
completion of customary closing deliverables.
The Transaction constitutes a “Change of Business” for International Uranium, in accordance with the
policies of the TSX Venture Exchange, as a result trading in the common shares of International Uranium
has been halted pending completion of certain required filings with the TSX Venture Exchange and is
expected to remain halted until completion of the Transaction.
About American Lithium
American Lithium is actively engaged in the development of large -scale lithium projects within mining -
friendly jurisdictions throughout the Americas. The Company is currently focused on 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 Project and Macusani
Uranium Projects in southeastern Peru. All three projects, TLC, Falchani and Macusani have been through
robust preliminary economic assessments, exhibit strong significant expansion potential and enjoy strong
community support. Pre-feasibility is well advanced at Falchani and has commenced at TLC.
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
For Media Inquiries:
Nancy Thompson
Vorticom, Inc.
212-532-2208
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, a re 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 , the anticipated timing
for completion of the PEA , 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 ma nagement and 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;, which could have a material adverse impact on many
aspects of American Lithium’s businesses in cluding 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 impac t 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; 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; 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 interruption s 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 adequ ate 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 unce rtain global
economic environment and the effects upon the global market generally, 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 Lit hium’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 “Risk Factors” section of American Lithium’s Management’s Discussion and Analysis filed
on May 29, 2023 , and in recent securities filings available at www.sedar.com. Actual events or results may differ
materially from those projected in the forward -looking statemen ts. 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 169 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 i n 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 fin al 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 ha s 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.