Beretta Godoy acted as Argentine Counsel of Alpha Lithium Corporation (“Alpha”) in an asset transaction with Uranium One Group (“Uranium One”) an international, multi-billion-dollar, chemical processing conglomerate. Uranium One Holding N.V. (“U1), Uranium One’s wholly owned subsidiary, has agreed to invest US$30 million in exchange for a 15% ownership stake in Alpha’s 100% owned, 27,500-hectare Tolillar Salar in Argentina (“Tolillar”) and through that it will earn an option to acquire another 35% of Tolillar for US$185 million (the “Option” or the “Earn-in Right”). The transaction is limited only to Tolillar and when closed, is expected to leave Alpha with approximately $45 million of cash, free to focus expansion and developmental efforts on the Alpha’s nearby assets in the Salar del Hombre Muerto, one of the world’s most significant sources of lithium. Alpha One Lithium B.V. (“Alpha One”), is a wholly owned subsidiary created by Alpha and it will be the sole owner of Alpha Lithium Argentina S.A., which in turn, will own only the Tolillar assets. The closing of the transaction is expected January 31, 2022 and at that time U1 will invest US$30 million into Alpha One and earn a non-operated 15% equity stake. Alpha will retain full control of Tolillar, management, and the board, and will be responsible for deploying the invested capital. Consequent to the accomplishment of the Feasibility Study, U1 will have the option to acquire an additional 35% of Alpha One for US$185 million. Subject to the Net Present Value of Toilillar determined by the Feasibility Study, Alpha may receive an additional payment up to a maximum amount of US$ 75 million. This additional payment would be payable directly to Alpha and it would imply a total value of US$743 million for the Tolillar asset. “Should U1 exercise its Earn-in Right, the proceeds of the US$185 million equity injection are to be focused on the construction  of an initial 10,000 tpa LCE commercial production facility. This initial production facility is intended to be the first module of several, allowing production to be expanded if and when it is desired. U1’s exercise of the Earn-in Right would provide them with the operatorship of the Tolillar project, the control of the Board of Directors of Alpha
One and marketing rights for 100% of the market-rate offtake from the 10,000 tpa production facility, whereby through its ownership percentage of Alpha One, Alpha would retain 50% of the economics of the offtake.” (Alpha Lithium web page) In addition to usual rights of first refusal, tag-along and drag-along rights, the final agreement establishes safeguards that prevent U1 from forcing a capital call or other dilutive event upon Alpha without recourse. Furthermore, Alpha has an option to sell its equity stake in Alpha One if U1 were to issue a large capital call associated with a plant expansion in which Alpha may choose not to participate in. In this event, Alpha would receive fair market value plus a premium of 25% for its ownership in Alpha One and have a right of first offer to request higher offers.

In addition, should Alpha and its remaining non-Tolillar assets be subject to a corporate acquisition or similar event, there are no restrictions that prevent a change of control within Alpha. Alpha has entered into final agreements with U1 regarding the transactions established herein, which are subject to standard closing conditions including approval of the transactions contemplated herein by the TSX Venture Exchange. “It is expected that a finder’s fee equal to 4% of the initial US$30 million investment will be paid on the Closing Date to an arms-length third party and is to be settled in common shares of the Alpha at the most recent closing price of $1.23 per share. The shares will be subject to a hold period of four months plus one day from the
date of issuance.” (Alpha Lithium web page). Miller Thomson LLP and Fox Williams LLP acted as international legal counsel to
Alpha and Fort Capital Partners and Lionsgate West Capital acted as financial advisors to Alpha with respect to the transaction.

Press releases and coverage:

https://www.globenewswire.com/news-release/2021/11/29/2342065/0/en/Alpha-Lithium-Secures-US-30-million-Investment-from-Uranium-One-with-Right-to-Invest-Additional-US-185-million-at-Tolillar-Salar-Argentina.html

lobel Newswire https://www.globenewswire.com/newsrelease/2021/11/29/2342065/0/en/Alpha-Lithium-Secures-US-30-millionInvestment-from-Uranium-One-with-Right-to-Invest-Additional-US-185-millionat-Tolillar-Salar-Argentina.html
Mining journal https://www.mining-journal.com/energy-mineralsnews/news/1422446/alpha-lithium-soars-on-%E2%80%98gamechanging%E2%80%99-investment
Gaceta mercantil https://www.gacetamercantil.com/notas/186744/
Noticias urbanas https://www.noticiasurbanas.com.ar/noticias/uranium-oneholding-n-v-desarrollara-un-proyecto-de-litio-en-argentina/
Yahoo Finance https://finance.yahoo.com/news/investmentpitch-media-videodiscusses-alpha080500942.html?guccounter=1&guce_referrer=aHR0cHM6Ly93d3cuZ29vZ2xlLm
NvbS8&guce_referrer_sig=AQAAALusm-0wAjJLD5lgIoatF2vTF10eZXnpS8xvVmftJOCDXY_bNqun0gHJvdFkCxTIHcOk8amYZlEUdwNtSvtDQVxHvk9xyDqqjggtna-ctW0JW8Vvf-nzE5OE4kqp5qHwXTe7huf2YclHehGn-BbhQEsCX2goGO6suMacz99ag

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