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This press release contains “forward-looking information.” Forward-looking information is not based on historical facts, but rather on current expectations and projections about future events, and is therefore subject to risks and uncertainties that could cause actual results to differ materially from future results expressed or implied in the forward-looking information. Often, but not always, forward-looking information can be identified by the use of forward-looking words such as “plans,” “expects,” “intends,” or variations of such words, and phrases or statements that indicate actions, events or results that “will occur.” “Can”, “could”, “should”, “will” or “will” be taken, happen or be achieved. Forward-looking information in this press release includes, but is not limited to, statements regarding expectations relating to the offering; the offeror’s ability to complete the transactions contemplated by the offer; outcomes, effects, mechanisms, timing and completion of presentation; The conditions for completing or waiving the Offer are met (including minimum legal conditions); the benefits of the offer (including the expected benefits to shareholders from participating in the offer); expectations regarding the sale of the Tollillar Project, the strategic review conducted by or on behalf of Alpha, the possibility of a resulting alternative transaction, and the status and value of potential alternative transactions; anticipated regulatory considerations and other transaction risks applicable to any transaction resulting from Alpha’s strategic review and sale process, including in relation to the Investment Canada Act and critical minerals policy; The possibility that Alpha’s share price will decline to pre-offering levels if the offering is unsuccessful; intention not to extend the expiration period of the offer further; expectations regarding the standalone Alpha Plan and the financing and capital program required to implement such plan; and expectations regarding resource estimates in connection with the Tollillar Project and the availability of DLE technology to extract lithium from the Tollillar Project. Although Tecpetrol believes that the expectations reflected in such forward-looking information are reasonable, such statements involve risks and uncertainties and are based on information and assumptions that may be inaccurate, and undue reliance should not be placed on such statements. Certain material factors or assumptions apply in preparing forward-looking information and such factors and assumptions are based on information currently available to Tecpetrol, and actual results may differ materially from those expressed or implied in such statements. Important factors that could cause the actual results, performance or achievements of Tecpetrol or the completion of the offering to differ materially from any future results, performance or achievements expressed or implied by such forward-looking information include, but are not limited to: the ultimate outcome of any potential transaction; between Tecpetrol and Alpha, including whether or not Alpha accepts the transaction with Tecpetrol; actions taken by Alpha, including any transactions resulting from its sales process in connection with the Tollillar Project; actions taken by holders of Alpha securities in connection with the offering; That the terms of the offer may not be met or waived by the offeror at the end of the offer period; Tecpetrol’s ability to acquire a majority of the outstanding shares of Alpha, excluding those shares beneficially owned, or over which control or direction is exercised, by Tecpetrol or any of its joint ventures; process or complete the offer or any subsequent transaction; that there are no material inaccuracies or omissions in Alpha’s publicly available information, including with respect to the resource estimate in connection with the Toledar Project and the related preliminary economic evaluation and with respect to executive compensation matters; Alpha Company does not disclose events that may have occurred or may affect the relevance or accuracy of this information. The forward-looking information contained in this news release is based on Tecpetrol’s beliefs and opinions at the time the information is provided, and there should be no expectation that such forward-looking information will be updated or supplemented as a result of new information. Or estimates or opinions. or future or other events or results, and Tecpetrol expressly disclaims any obligation to do so unless required by applicable law.
resignation
This press release is intended for informational purposes only and does not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell, any security. The Offer is made only and is subject to the terms and conditions set out in the Formal Offer, Circular (as amended by Change Notice), Letter of Transmittal and Notice of Guaranteed Delivery. The Offer has not been made and no deposits will be accepted by or on behalf of shareholders in any jurisdiction in which the making or acceptance of the Offer would not be consistent with the laws of such jurisdiction.
The offering of securities was made to a Canadian company that does not have securities registered under Section 12 of the United States Securities Exchange Act of 1934, as amended (the “US Stock Exchange Act”). Accordingly, the offering is not subject to Section 14(d) of the SEC, Rule 14D, or Rule 14E-1 of Rule 14E. The offering was made in the United States with respect to the securities of a “foreign private issuer,” as defined in Rule 3b-4 of the U.S. Exchange Act, in accordance with the requirements of the Canadian Securities and Corporations Act. U.S. shareholders should be aware that these requirements differ from those in the United States that apply to public offerings under the U.S. Exchange Act and the rules and regulations promulgated thereunder.
The Offer and all contracts resulting from its acceptance will be governed by and construed in accordance with the laws of the Province of Ontario and applicable Canadian federal laws. Accordingly, the provisions of the German Procurement Act (Wertpapiererwerbs- und Übernahmegesetz) do not apply to the offer.
Neither the US Securities and Exchange Commission nor the German Federal Financial Supervisory Authority has approved or disapproved (or will approve or will not approve) the Offer, nor have they approved (or will approve) any comment regarding the fairness, merits, suitability or suitability of the Offer. The completeness of the information contained in this press release or in any other document relating to the offering. Any statement contrary to this is illegal.
Media contact: Alexandre Metissian, email: [email protected]; Investor Relations: Jorge Dimopulos, email: [email protected]; Shareholder Questions/Bid Submission Assistance; Laurel Hill Consulting Group, Toll Free: 1-877-452-7184, Outside North America: 1-416-304-0211, Email: [email protected]
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