Argentina Lithium & Energy Corp. (ALE) is pleased to announce that it has closed the ARS$ equivalent of a $90m investment in Argentina Litio y Energia S.A. (ALE) by Stellantis.
Argentina Lithium has granted Stellantis the Exchange Right to exchange all of the ALE Shares for up to 19.9% of the outstanding common shares of Argentina Lithium in the future, subject to certain conditions.
As a result of the transaction, Stellantis owns 19.9% of the issued and outstanding ALE Shares, and Argentina Lithium owns 80.1%.
“We are delighted to have Stellantis as a partner in the future development of our lithium projects in Argentina. Together, we share a vision to build a sustainable lithium mining operation for the future,” stated Nikolaos Cacos, President & CEO of Argentina Lithium.
“We look forward to a strong and successful relationship with Stellantis, and we are committed to delivering a sustainable lithium product that will contribute to the electrification of transportation and the protection of our atmosphere.”
The exchange agreement
Argentina Lithium and Stellantis have now entered into an exchange agreement.
Under this, Argentina Lithium will grant Stellantis an irrevocable right to exchange all of the ALE Shares then held by Stellantis for a number of common shares equalling 24.844% of the outstanding Common Shares.
Moreover, Stellantis will acquire common shares issued by Argentina Lithium upon the exercise of warrants, stock options, or other securities convertible or exchangeable into common shares existing as of the date of the exchange agreement, subject to certain exchange conditions.
Following the issuance of exchange shares, Stellantis owns at most 19.9% of the common shares. In addition, Argentina Lithium will grant Stellantis an irrevocable right to subscribe for additional common shares if necessary for Stellantis to achieve a 19.9% interest.
The exchange agreement will provide Stellantis with observer rights to attend board meetings of Argentina Lithium for as long as Stellantis owns at least 10% of the issued and outstanding ALE Shares.
Lithium offtake agreement
In connection to the transaction, Argentina Lithium and Stellantis have also entered into a lithium offtake agreement.
Under the Offtake Agreement, ALE has agreed to sell to Stellantis, and Stellantis has agreed to purchase from ALE up to 15,000 tonnes per annum of lithium produced by ALE over a seven-year period subject to terms and conditions.
After the initial seven-year term, this agreement may be extended by mutual agreement for an additional number of years.
The price of lithium products sold by the company will be based on an agreed market-based price formula at the time of each shipment.
The offtake agreement also contains certain product qualification, certification, and reporting requirements that provide Stellantis with a right to acquire any production prior to the agreement commencing and a right of first refusal on the sale to third parties of any lithium products after the commencement of commercial production.
Shareholders agreement
Argentina Lithium and Stellantis have also entered into a shareholders agreement relating to ALE and Stellantis’ ownership of ALE Shares and provides for the following principal terms:
- Right of Stellantis to nominate one director to the board of directors of ALE for as long as Stellantis has an ownership position of not less than 10% of the issued and outstanding ALE shares;
- Certain corporate decisions of Argentina Lithium may not be undertaken without the affirmative vote of the Stellantis Director or the approval by shareholders holding more than 90% of the issued and outstanding ALE Shares;
- Right of each shareholder to maintain its ownership percentage in any equity offerings by ALE;
- Transfer restrictions, including rights of first refusal, drag-along and tag-along rights;
- Right of the first offer for Stellantis to provide project financing and any other borrowing by ALE; and
- Other terms and conditions consistent with a transaction of this nature.
In addition, upon exercise of the Exchange Right, the company will enter into an investor rights agreement with Stellantis. This provides for the following principal terms in favour of Stellantis:
- A right to nominate one director to the board of directors of Argentina Lithium for as long as Stellantis has an ownership position of not less than 10% of the issued and outstanding common shares;
- Pre-emptive right to maintain ownership percentage in certain follow-on issuances of common shares or securities convertible into common shares; and
- Other terms and conditions consistent with a transaction of this nature.
The proceeds of the transaction will be used to advance development of the company’s lithium projects held through its wholly owned subsidiary in Argentina, and for general corporate purposes.
