Prairie Lithium Corporation, a private lithium resource and technology developer situated in the heart of the resource-rich Williston Basin in Saskatchewan, Canada, is pleased to announce that it has entered into a definitive pre-acquisition agreement with Arizona Lithium Limited, a company focused on the sustainable development of the Big Sandy Lithium Project in Arizona, pursuant to which AZL has agreed to acquire, directly or indirectly through a subsidiary, all of the issued and outstanding common shares of Prairie Lithium for total consideration of approximately C$70.6 million, consisting of C$40.0 million in cash and 500.0 million common shares of AZL at a deemed price of C$0.0612 per share based on the 10-day VWAP of AZL’s shares.
The Transaction is expected to close on or about February 28, 2023, subject to various closing conditions, including required security holder and regulatory approvals. The Acquisition Agreement contains customary representations and warranties of each party and interim operational covenants by Prairie Lithium. The Acquisition Agreement also provides for, among other things, customary support and non-solicitation covenants by Prairie Lithium, subject to a “fiduciary out” for unsolicited “superior proposals” in favour of Prairie Lithium and a provision for the right to match any superior proposals in favour of AZL.
