Zijin Mining Group Company Limited (SEHK:2899) entered into a definitive agreement to acquire Neo Lithium Corp. (TSXV:NLC) for approximately CAD 920 million on October 8, 2021. Under the terms of agreement, Zijin Mining Group is paying CAD 6.50 per share in cash with total cash consideration for all of the outstanding equity of Neo Lithium is approximately CAD 960 million. All of the outstanding Options will be transferred to Neo and cancelled and, in exchange for such cancellation, holders of such options will be entitled to, subject to withholding taxes and deductions where applicable, and in respect of each outstanding Option granted pursuant to Neo stock option plan, whether vested or unvested, an amount in cash equal to consideration less the applicable exercise price in respect of such option. Post completion of the acquisition, Zijin will continue to work closely with local communities and government authorities so that all relevant stakeholders can benefit from the project's successful development. As a part of acquisition, Zijin is committed to retaining the current management and professional team at LIEX S.A., Neo Lithium's local operating subsidiary, as well as making contributions to economic and social developments for Catamarca province, Argentina, as it moves forward to advance the development of the 3Q project. Under certain circumstances, Zijin would be entitled to a CAD 43.9887 million termination fee and Neo Lithium would be entitled to a CAD 43.9887 million reverse termination fee.

Transaction will be subject to the approval of at least 66 -2/3% of the votes cast by shareholders. In addition to neo shareholders approval, transaction is also subject to the receipt of certain government, regulatory, court and stock exchange approvals, including approval by relevant authorities in the People's Republic of China and Investment Canada Act approval, Dissent Rights and other closing conditions customary in transactions of this nature. Transaction is not subject to a financing condition. The Transaction has been unanimously approved by the board of directors of Neo Lithium following the unanimous recommendation of a special committee of independent directors of Neo Lithium. As pf December 10, 2021, Neo Lithium Shareholders Approve Arrangement. Transaction is expected to close in the first half of 2022. Neo Lithium intends to seek a final order of the Ontario Superior Court of Justice (Commercial List) to approve the Transaction at a hearing expected to be held on December 15, 2021. Subject to obtaining all required approvals and satisfying all required conditions, the Transaction is expected to close in the first quarter of 2022. The transaction benefits the shareholders of Neo with Immediate and significant premium of approximately 36% to the 20-day VWAP on the TSXV. As of January 11, 2022, Neo Lithium Corp has received a "Declaracion de Impacto Ambiental" (the "DIA") from the Environmental and Mining Authority in Catamarca Province, Argentina. Ontario Superior Court of Justice (Commercial List) granted a final order approving the plan of arrangement to implement the Transaction at a hearing held on December 15, 2021. The issuance of the DIA satisfies one of the final conditions precedent on the part of the Company to fulfill pursuant to the Arrangement Agreement, other than conditions that can only be satisfied at the effective time of the Transaction. Zijin is in the process of obtaining approval for the Transaction from relevant authorities in the People's Republic of China. Closing of the Transaction would be expected to close soon thereafter.


Cormark Securities has provided an opinion to the Board of Directors of Neo Lithium and to the Special Committee and the fairness opinion was provided on a fixed fee basis and is not contingent on the outcome of the Transaction. Paradigm Capital is acting as financial advisor to Zijin, Josh Lavine, Carly Klinkhoff, Melissa Lowy, Andrew Gray and Michael D. Amm, Omar Wakil and Craig Maurice of Torys LLP is acting as Zijin's legal counsel. BofA Securities is acting as financial advisor to Neo Lithium. Paul Fornazzari, Brad Moore, Andrew House, Huy Do, Mitchell L. Thaw, Myroslav Chwaluk and Bradley Freelan of Fasken Martineau DuMoulin LLP acted as legal advisors to Neo Lithium and the Special Committee. TSX Trust Company acted as a transfer agent to Neo. TMX Investor Services Inc. acted as an information agent for Neo.

Zijin Mining Group Company Limited (SEHK:2899) completed the acquisition of Neo Lithium Corp. (TSXV:NLC) on January 25, 2022. The transaction has received all required regulatory approvals and satisfaction of all closing conditions.