TechEnergy Lithium Canada Inc. entered into an agreement to acquire remaining 32.6% stake in Alpha Lithium Corporation (NEOE:ALLI) for CAD 99 million on November 1, 2023. Alpha remaining shareholders will receive CAD 1.48 in cash per share. The subsequent acquisition transaction is a second-step business combination following the expiry on October 31, 2023 of the Offer. As previously disclosed by TechEnergy, an aggregate of 138,566,277 Alpha shares, representing approximately 67.4% of the issued and outstanding Alpha shares. Following completion of the transaction, TechEnergy will own 100% of the Alpha shares and Alpha will be a wholly-owned subsidiary of TechEnergy. Following completion of the Amalgamation, the shares of Alpha will be de-listed from the NEO Exchange and Alpha will make an application to cease to be a reporting issuer under Canadian securities laws. Following the execution of the Acquisition Agreement, the Alpha Board of Directors was reconstituted to Juan Jose Mata, Jorge Dimópulos and Francisco Grosse. The Alpha board now consists of: Chris Cooper, Jorge Dimópulos, Francisco Grosse, Darryl Jones and Juan Jose Mata. Brad Nichol and Nathan Steinke, Alpha?s President & Chief Executive Officer and Chief Financial Officer, respectively, have agreed to remain with Alpha in their capacities as officers for an interim period. Juan Jose Mata is the Vice President Administration and Finance for Tecpetrol Investments S.L. Jorge Dimópulos is an Executive Vice President, Business Development & Planning in Tecpetrol?s Energy Transition. Francisco Grosse is a Senior Manager, Business Development in Tecpetrol?s Energy Transition Unit.

The Amalgamation is subject to the approval of a special resolution at a special meeting of Alpha shareholders (the ?Meeting?) that must be passed by (i) at least two-thirds of the votes cast by Alpha shareholders at the Meeting; and (ii) a simple majority of the votes cast by Alpha shareholders at the Meeting, excluding votes from Alpha shareholders required to be excluded by Multilateral Instrument 61-101 ? Protection of Minority Securityholders in Special Transactions (if any). The transaction is also subject to TechEnergy shall have received a certificate executed by two directors or officers of Alpha. The Alpha board unanimous recommends that Alpha shareholders vote FOR the Amalgamation. As of December 14, 2023, Alpha Shareholders approved the privatization of Alpha pursuant to the amalgamation. The Amalgamation is expected to close prior to December 31, 2023. As of December 14, 2023, the completion of the Amalgamation is expected to occur on December 19, 2023.

BMO Capital Markets is serving as financial advisor and Vincent A. Mercier and Andrew Mihalik of Davies Ward Phillips & Vineberg LLP acted as legal advisors to Tecpetrol. In addition, Laurel Hill Advisory Group is serving as the Depositary and Information Agent for the Offer. Credit Suisse Securities (USA) LLC is serving as financial advisor and Brian Fast of Cozen O?Connor LLP is serving as legal advisor to Alpha. McMillan LLP is serving as the legal advisor of Alpha?s Special Committee. Odyssey Trust Company acted as depositary to Alpha. Lawson Lundell LLP acted as legal advisor to Tecpetrol.

TechEnergy Lithium Canada Inc. completed the acquisition of remaining 32.6% stake in Alpha Lithium Corporation (NEOE:ALLI) on December 19, 2023. Alpha is now a wholly owned indirect subsidiary of Tecpetrol Investments S.L.