Western Lithium USA Corporation (Western Lithium) and Lithium Americas Corp. (Lithium Americas) completed their all-stock, strategic business combination creating a leading lithium development company combining expertise, technology, and two significant lithium deposits based in North America and South America. The goal of the merger is to establish market leadership and develop future lithium supply requirements in a disciplined manner to reshape the current fragmented lithium development sector.
The transaction was carried out by way of a statutory plan of arrangement under the Business Corporations Act (Ontario) pursuant to which Western Lithium acquired all of the outstanding common shares of Lithium Americas in exchange for 0.789 of a common share of Western Lithium. Lithium Americas shareholders approved the arrangement at a special meeting held on August 31, 2015 and the final order approving the arrangement was granted by the Ontario Superior Court of Justice (Commercial List) on September 3, 2015. On closing of the arrangement, former Lithium Americas shareholders held approximately 49.3 per cent of the issued and outstanding shares of Western Lithium on an undiluted basis.
Osler, Hoskin & Harcourt LLP acted for Lithium Americas with a team led by Manny Pressman and Alex Gorka and including David Jamieson, Lauren Lefcoe and Charlie Zilvytis (corporate/M&A), Paul Seraganian, Dov Begun, David Davachi and Michelle Marck (tax) and Raphael Eghan and Laura Fric (litigation). Fasken Martineau DuMoulin LLP acted for Lithium Americas with a team that included Paul Fornazzari and Myroslav Chwaluk. Gowling Lafleur Henderson LLP also acted for Lithium Americas with Jeff Zabalet (corporate, securities and mining) advising.