JOHANNESBURG, Aug. 2, 2019 - Atlatsa Resources Corporation ("Atlatsa" or the "Company") (TSX: ATL; JSE: ATL) shareholders ("Shareholders") are referred to the comprehensive restructuring and going private transaction announcement published by the Company on December 12, 2018 and the notice of special meeting and management information circular to Shareholders dated Thursday, July 4, 2019 ("Circular"), wherein Shareholders were advised of, inter alia, the Composite Transaction (as defined in the Circular) to be implemented by way of a Canadian court-approved plan of arrangement ("Plan of Arrangement") under section 288 of the Business Corporations Act (British Columbia), (the "Arrangement").
Atlatsa is pleased to announce that the Shareholders overwhelmingly voted in support of the Arrangement at the special meeting of Shareholders held on Friday, August 2, 2019 (the "Meeting").
Unless otherwise defined, capitalised words and terms contained in this announcement shall bear the meanings ascribed thereto in the Circular.
- RESULTS OF THE SPECIAL MEETING
A total of 503 678 682 Shares, representing 90.85% of the Company's issued and outstanding shares as of the Record Date, were represented in person or by proxy at the Meeting. The Arrangement Resolution required the approval of not less than: (i) three-quarters of the votes cast on it by or on behalf of the Shareholders present in person or represented by proxy at the Meeting; and (ii) a simple majority of the votes cast on it by or on behalf of the Minority Approval Shareholders present in person or represented by proxy at the Meeting.
Approximately 99.91% of voting Shareholders and 98.77% of voting Minority Approval Shareholders, present in person or represented by proxy at the Meeting, voted in favour of the Arrangement Resolution.
Details of the above voting results will be made available under the Company's profile on SEDAR, at: www.sedar.com.
- UPDATE ON THE CONDITIONS TO EFFECTIVENESS OF THE ARRANGEMENT
Although the Arrangement Resolution was approved at the Meeting, implementation of the Arrangement remains subject to the fulfilment or waiver of the remaining conditions to effectiveness of the Arrangement, which include, inter alia, the granting of the final order by the Supreme Court of British Columbia, in a form acceptable to the Company and the Requisite Consenting Parties, approving the Arrangement ("Final Order"). The Company expects to apply for the Final Order on or about Thursday, August 8, 2019.
- FURTHER INFORMATION
Further details regarding the salient dates for the settlement of the Share Cash-Out Consideration and the delisting from the TSX and the JSE will be published, following the fulfilment, satisfaction or waiver of the remaining conditions to effectiveness of the Arrangement.
Shareholders are reminded to submit their Letter of Transmittal or Form of Surrender, providing for the delivery of Common Shares and receipt of the Share Cash-Out Consideration, in accordance with the terms set out therein.
For further information please contact
Chief Commercial Officer
Office: +27 10 286 1166
Corporate Advisor, transaction and JSE Sponsor to Atlatsa:
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South African attorneys to Atlatsa:
Cliffe Dekker Hofmeyr Inc.
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Canadian legal counsel to Atlatsa:
Stikeman Elliott LLP
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U.S. legal counsel to Atlatsa:
Skadden, Arps, Slate, Meagher & Flom LLP
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Independent Financial Advisor to the Special Committee:
Duff & Phelps Canada Limited
Cautionary note regarding forward-looking information
This document contains "forward-looking statements" within the meaning of the applicable Canadian securities laws, that are based on Atlatsa's expectations, estimates and projections as of the dates as of which those statements are made, including statements relating to the Arrangement, the completion and effective date of the Arrangement, the receipt of necessary approvals, including applicable court, governmental entity, TSX, JSE and regulatory and other third-party approvals and consents. Generally, these forward-looking statements can be identified by the use of forward-looking terminology and can be identified by words such as "anticipate", "estimate", "project", "expect", "intend", "believe", "plan", "forecasts", "predicts", "schedule", "forecast", "predict", "will", "could", "may", or their negatives or other comparable words.
Such forward-looking statements and forward-looking information are based, in part, on factors and assumptions that may change, thus causing actual results to differ from those expressed by the forward-looking statements or forward-looking information. Such factors and assumptions include the approval of the Plan of Arrangement by the court, governmental entities, TSX, JSE and regulatory and other third-party approvals and consents, and the implementation of the terms of the Plan of Arrangement, the agreement relating to the Prospecting Rights Disposition and the agreement relating to the RPM Debt Write-Off and the ATH Debt Write-Off.
Such forward-looking statements and forward-looking information involve known and unknown risks, uncertainties and other factors that may cause Atlatsa's actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements or forward-looking information. Such risks and factors include, but are not limited to, the failure to satisfy the conditions to closing of the Arrangement, including the receipt of the required court, governmental entities, TSX, JSE and other regulatory and other third-party approvals and consents, the occurrence of any event, change or other circumstance that could give rise to the termination of, or failure to complete, the Arrangement, or a material adverse effect with respect to the Company, uncertainties related to the implementation of the Arrangement; uncertainties related to satisfying the conditions precedent of the Arrangement.
Atlatsa advises Shareholders that these cautionary remarks expressly qualify in their entirety all forward-looking statements and forward-looking information attributable to Atlatsa or persons acting on its behalf. Atlatsa assumes no obligation to update any forward-looking statements or forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting such statements or information, except as required by law. Shareholders should carefully review the cautionary notes and risk factors contained in this document and other documents that Atlatsa files from time to time with, or furnishes to, the Canadian securities regulators and which are also available under the Company's profile on SEDAR at www.sedar.com.
SOURCE Atlatsa Resources Corp.
On behalf of Atlatsa Resources: Joel Kesler, Chief Commercial Officer, Office: +27 10 286 1166, Email: firstname.lastname@example.org; R&A Strategic Communications, Pam McLeod, Office: +27 11 880 3924, Email: email@example.com; One Capital Sponsor Services Proprietary Limited, Taryn Carter, Office: +27 11 550 5000, Email: firstname.lastname@example.org