Tecpetrol Announces Best And Final Offer Price Of C$1.48 Per Share Under Its Offer To Acquire Alpha Lithium Corporation Following Unsuccessful Discussions With Management, Extends Offer Until 3 October 2023, And Lowers Minimum Tender Condition

• Tecpetrol increases Offer by 19% to C$1.48 per share, extends bid period to 3 October 2023 and lowers minimum tender condition to the legally required minimum of 50.1%
• Improved price is Tecpetrol's best and final offer to shareholders following unsuccessful discussions with Alpha's management
• Enhanced offer is compelling given absence of alternative transactions presented by Alpha management, and the significant near- and long-term risks and challenges with Alpha's standalone plan
• Tecpetrol does not intend to make any further extensions or other amendments to the Offer. If the improved Offer is not successful, Tecpetrol intends to pursue other opportunities in the lithium sector
• Alpha shareholders are urged to promptly tender or risk losing the Offer

TORONTO, Sept. 22, 2023 /PRNewswire/ -- Tecpetrol Investments S.L. ("Tecpetrol"), a member of the Techint Group, today announced that it has increased its all-cash offer (the "Offer") to acquire all of the issued and outstanding common shares of Alpha Lithium Corporation ("Alpha" or the "Company") to C$1.48 per share and has reduced the two-thirds minimum tender condition of the Offer to a majority of Alpha's outstanding shares. In addition, in order to provide shareholders with sufficient time to tender their shares to the enhanced Offer, Tecpetrol has extended the expiry time of the Offer to 5:00 p.m. (Vancouver time) on 3 October 2023.

Alpha shareholders should be aware that, on 10 August 2023, Tecpetrol and Alpha executed a confidentiality agreement to facilitate discussions with respect to a potential transaction and the exchange of confidential information. Those discussions have now ceased without an agreement on terms for a board-supported transaction.

Tecpetrol does not intend to make any further extensions or other amendments to the Offer. If the improved Offer is not successful, Tecpetrol intends to pursue other opportunities in the lithium sector.

The Increased Offer Price

Following termination of the unsuccessful discussions with Alpha's management, Tecpetrol has decided to put forward its best and final offer to Alpha shareholders, increasing the Offer price from C$1.24 to C$1.48 per share (the "Increased Offer Price"), resulting in an improvement in the value of the Offer of 19%. The Increased Offer Price represents a premium of:

• 42% to the volume-weighted average price of the Alpha shares during the 20-trading day period prior to the public disclosure of Tecpetrol's intention to pursue the Offer;
• 29% to the closing price of the Alpha shares on 19 May 2023, the last trading day prior to the public disclosure of Tecpetrol's intention to pursue the Offer; and
• 24% to the closing price of the Alpha shares on 21 September 2023, the last trading day prior to this announcement.

Shareholders who have tendered their shares to the Offer prior to this announcement will automatically benefit from the Increased Offer Price if the minimum tender condition is satisfied and the Offer is successful.

Tecpetrol's improved offer reflects its best and final view of Alpha's value, including Tolillar, Hombre Muerto and the expected net cash position of the Company.

Reasons Alpha Shareholders Should to Tender to the Enhanced Offer

Tecpetrol is confident that the Offer is the best transaction available to Alpha shareholders and represents an opportunity for shareholders to receive compelling, immediate and certain value in the form of an increased offer price of C$1.48 in cash per share from a credible transaction partner that does not require any regulatory approvals to acquire the Company pursuant to the Offer at the expiry time. More specifically:

• NO ALTERNATIVE TRANSACTION. Alpha has had an extensive opportunity to complete a robust market check. Despite Alpha management's statements that it has received and continues to receive expressions of interest, the fact remains that, after a sale process that has been ongoing for nearly 300 days, no superior proposal - or even alternative transaction - has been announced. Alpha has had ample time to try to find a buyer willing to pay more than Tecpetrol but has been unable to do so. If Alpha does have an alternative with greater value to present to its shareholders, there is more than sufficient time for it to do so before the extended expiry time.
• MATERIAL CASH PREMIUM. The Increased Offer Price represents a substantial 29% premium to Alpha's unaffected share price on 19 May 2023, the last trading day prior to the public disclosure of Tecpetrol's intention to pursue the Offer, and an immediate and compelling 24% premium to Alpha's share price on 21 September 2023. Not only does the all-cash Offer provide immediate liquidity to Alpha shareholders, the Improved Offer Price exceeds the highest trading price for the Alpha shares since the announcement of the Offer on 22 May 2023 and would result in all Alpha warrants, including those expiring on 10 December 2023, to be "in-the-money".
• ALPHA'S SHARE PRICE MAY SUFFER ADDITIONAL DOWNWARD PRESSURE IF OFFER IS NOT COMPLETED. Since the announcement of the Offer, comparable lithium developer peers have traded down 40%¹, while Alpha is up 3% as of 21 September 2023. Tecpetrol believes that Alpha's share price is likely to face significant additional downward pressure if the Offer is not completed or Alpha does not transact prior to the expiry of the Offer.
• THE INCREASED OFFER PRICE REPRESENTS A Robust value for Alpha GIVEN the risks facing the company. The Increased Offer Price represents a robust value for Alpha taking into account the risks facing the Company:
  • Tecpetrol has reviewed the Preliminary Economic Assessment of the Tolillar Project dated 4 July 2023, and the second Preliminary Economic Assessment initially announced by Alpha on 14 August 2023 and filed on 21 September 2023 (the "PEAs"), and has identified significant concerns with Alpha's economic assumptions. Among other issues, the model in the PEAs is highly dependent on the discount rate, which, at 8%, is completely inappropriate in light of the early-stage nature of Tolillar, its low lithium concentration, and Argentina country-risk.
  • The resource estimates for Tolillar released by Alpha since the launch of the Offer in the Technical Report dated 8 August 2023 (the "August 2023 Resource Estimate") purport to increase the size of the resource estimate by 53% (compared to the resource estimate contained in the Technical Report dated 8 September 2022 (the "September 2022 Resource Estimate")). Tecpetrol does not believe that the information provided in the August 2023 Resource Estimate supports such an increase, which already contemplated optimistic assumptions extrapolated from other well-developed salars. Moreover, the resource estimates set forth in both the August 2023 Resource Estimate and September 2022 Resource Estimate incorporate resources with lithium concentrations that would require unproven technology to be developed to achieve commercial production (cut-off 100 mg/l).
  • While Alpha refers to selected precedent transactions involving other lithium projects, management has failed to address the significantly lower grade and higher risk facing Alpha. Tolillar's lithium concentration is meaningfully lower than all of the cited precedent transactions and as a result Tolillar will require unproven DLE technology to be a viable project.
• High Risk Standalone Plan. Tecpetrol believes that Alpha faces significant risks and challenges, and that its shareholders would be best served by accepting our improved Offer, rather than to continue being exposed to these risks. In particular:
  • Alpha would be required to raise a minimum of US$777 million to fund construction of the Tolillar Project (a preliminary figure that could increase materially). The availability and cost of such financing is highly uncertain, and assuming Alpha is able to raise such capital, Alpha shareholders will face significant dilution.
  • The Tolillar Project's low lithium concentration makes proven evaporation extraction technologies unsuitable and will require the use of DLE technology that, according to Alpha's own PEAs, is novel and requires a pilot plant to further evaluate the process recovery method, all of which significantly increases development risk and timeline.

__________
1	Lithium developer peers include Argosy Minerals, Galan Lithium, Lake Resources, Lithium Chile, Lithium South, Standard Lithium and Vulcan Energy.

Alpha Shareholders Urged to Promptly Tender or Risk Losing Offer

It is a non-waivable condition of the Offer that there be validly deposited under the Offer more than 50% of the outstanding Alpha shares, excluding Alpha shares owned by Tecpetrol and its joint actors. If this legally required minimum tender condition is not satisfied by the expiry time of 5:00 p.m. (Vancouver time) on 3 October 2023, no Alpha shares will be acquired by Tecpetrol and Alpha shareholders will not be able to participate in the Offer. Accordingly, Alpha shareholders are urged to promptly tender their shares under the Offer prior to the expiry time, as Tecpetrol has put forward its best and final offer and does not intend to make any further extensions or other amendments to the Offer. If the improved Offer is not successful, Tecpetrol intends to pursue other opportunities in the lithium sector.

Additional Offer Details and How to Tender

A notice in respect of the increased offer price, extension of the expiry time and waiver of the minimum tender condition has been provided to the depositary of the Offer, and a Notice of Variation in respect of the foregoing will be filed with the Canadian securities regulators on SEDAR+ under Alpha's profile at www.sedarplus.ca and will be mailed to Alpha shareholders in accordance with applicable law. Except as described herein, no other amendments or variations to the Offer have been made, and the Offer remains subject to the satisfaction or waiver of its conditions at or prior to the expiry time.

Tecpetrol encourages Alpha shareholders to read the full details of the Offer and other important information set forth in the Notice of Variation, which should be read in conjunction with the take-over bid circular dated 8 June 2023 and related offer documents. The take-over bid circular and related offer documents are available on SEDAR+ under Alpha's profile at www.sedarplus.ca.

Shareholders who have questions or require assistance in tendering their Alpha shares may contact Laurel Hill Advisory Group, the Depositary and Information Agent for the Offer, by telephone toll-free inside North America at 1-877-452-7184, or outside North America at 1-416-304-0211, or by email at [e-mail].

Alpha shareholders are urged to tender their shares prior to 5:00 p.m. (Vancouver time) on 3 October 2023, unless the Offer is further extended, accelerated or withdrawn by Tecpetrol in accordance with its terms. Tecpetrol does not intend to further extend the expiry time of the Offer (except as required by law). Shareholders whose shares are registered in the name of an investment advisor, stock broker, bank, trust company or other intermediary should immediately contact that intermediary for assistance if they wish to accept the Offer so that the necessary steps can be taken to enable the deposit of such shares under the Offer. Intermediaries likely have established tendering cut-off times that are prior to the expiry time. Shareholders must instruct their intermediaries promptly if they wish to tender.

About the Tecpetrol Energy Transition Unit

Tecpetrol's Energy Transition Unit is Techint Group's dedicated business unit responsible for advancing its position in the global energy transition through investments in decarbonized energy sources, carriers and technologies, with the objective of contributing to a significant reduction in the carbon footprint. As part of this initiative through its subsidiary Techenergy Lithium S.A., Tecpetrol has built a lithium processing pilot plant in northern Argentina engineered for scale, which supports a production flowsheet involving direct lithium extraction. For additional information on Tecpetrol, please visit its website at https://www.tecpetrol.com/en.

The Techint Group is a global conglomerate with diversified business lines in steelmaking, complex infrastructure construction, design and construction of industrial plans and machinery, technologies for the metals and mining industries, oil and gas exploration and production and research-oriented health facilities. Through our six main companies - Tenaris S.A. (NYSE and Mexico: TS and EXM Italy: TEN), Ternium S.A. (NYSE: TX), Techint Engineering & Construction, Tenova, Tecpetrol and Humanitas - the Techint Group operates on six continents, employs 79,300 employees and generates over US$33 billion in annual revenue. We have an extensive track record of completing large transactions in industrial and extractive sectors around the globe, including in Canada, and in navigating complex regulatory frameworks. For additional information on the Techint Group, please visit its website at https://www.techintgroup.com/en.

Caution Regarding Forward-Looking Statements

This news 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 the future results expressed or implied by 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 certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information contained in this press release includes, but is not limited to, statements relating to expectations relating to the Offer; the ability of the Offeror to complete the transactions contemplated by the Offer; the results, effects, mechanics, timing and completion of the Offer; the satisfaction or waiver of the conditions to consummate the Offer (including the statutory minimum condition); benefits of the Offer (including the expected benefits to Shareholders of tendering to the Offer); expectations concerning the sale process for the Tolillar Project and the strategic review being conducted by or on behalf of Alpha and the possibility of an alternative transaction resulting therefrom and the status and value of potential alternative transactions; anticipated regulatory considerations and other transaction risks applicable to any transaction resulting from Alpha's sale process and strategic review, including with respect to the Investment Canada Act and the Critical Minerals Policy; the likelihood that the price of the Alpha shares will decline back to pre-Offer levels if the Offer is not successful; intentions to not further extend the expiry time of the Offer; expectations regarding Alpha's standalone plan and the financing and capital program required to execute such plan; and expectations concerning the resource estimate in respect of the Tolillar Project and the availability of DLE technology to extract lithium from the Tolillar Project.

Although Tecpetrol believes that the expectations reflected in such forward-looking information are reasonable, such statements involve risks and uncertainties and have been based on information and assumptions that may prove to be inaccurate, and undue reliance should not be placed on such statements. Certain material factors or assumptions are applied in making 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 actual results, performance or achievements of Tecpetrol or the completion of the Offer to differ materially from any future results, performance or achievements expressed or implied by such forward-looking information include, without limitation: the ultimate outcome of any possible transaction between Tecpetrol and Alpha, including the possibility that Alpha will or will not accept a transaction with Tecpetrol; actions taken by Alpha, including any transaction resulting from its sale process in respect of the Tolillar Project; actions taken by security holders of Alpha in respect of the Offer; that the conditions of the Offer may not be satisfied or waived by the Offeror at the expiry of the Offer period; the ability of Tecpetrol to acquire a majority of the outstanding Alpha shares, excluding those shares beneficially owned, or over which control or direction is exercised, by Tecpetrol or any of its joint actors; the pendency or completion of the Offer or any subsequent transaction; that there are no inaccuracies or material omissions in Alpha's publicly available information, including with respect to the resource estimate in respect of the Tolillar Project and related preliminary economic assessment and with respect to executive compensation matters; and that Alpha has not disclosed events which may have occurred or which may affect the significance or accuracy of such information. Forward-looking information in this news release is based on Tecpetrol's beliefs and opinions at the time the information is given, and there should be no expectation that this forward-looking information will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Tecpetrol expressly disclaims any obligation to do so except as required by applicable law.

Disclaimers

This news release is for informational purposes only and does not constitute an offer to buy or sell, or a solicitation of an offer to buy or sell, any securities. The Offer has been made solely by, and subject to the terms and conditions set out in, the formal Offer and Circular (as amended by the Notice of Variation), letter of transmittal and notice of guaranteed delivery. The Offer has not be made to, nor will deposits be accepted from or on behalf of, shareholders in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction.

The Offer has been made for the securities of a Canadian company that does not have securities registered under section 12 of the United States Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"). Accordingly, the Offer is not subject to section 14(d) of the U.S. Exchange Act or Regulation 14D or Rule 14e-1 of Regulation 14E. The Offer has been made in the United States with respect to securities of a "foreign private issuer", as such term is defined in Rule 3b-4 under the U.S. Exchange Act, in accordance with Canadian corporate and securities law requirements. Shareholders in the United States should be aware that such requirements are different from those of the United States applicable to tender offers under the U.S. Exchange Act and the rules and regulations promulgated thereunder.

The Offer and all contracts resulting from acceptance thereof are and will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Accordingly, the provisions of the German Takeover Code (Wertpapiererwerbs- und Übernahmegesetz) do not apply to the Offer.

None of the United States Securities and Exchange Commission, any United States state securities commission or the German Federal Financial Supervisory Authority has approved or disapproved (or will approve or disapprove) the Offer, or passed (or will pass) any comment upon the fairness or the merits of the Offer or upon the adequacy or completeness of the information contained in this news release or in any other document relating to the Offer. Any representation to the contrary is unlawful.

Media Contact: Alexandre Meterissian, Email: [e-mail]; Investor Relations: Jorge Dimópulos, Email: [e-mail]; Shareholder Questions / Tendering Assistance; Laurel Hill Advisory Group, Toll-Free: 1-877-452-7184, Outside North America: 1-416-304-0211, Email: [e-mail]

View original content:https://www.prnewswire.co.uk/news-releases/tecpetrol-announces-best-and-final-offer-price-of-c1-48-per-share-under-its-offer-to-acquire-alpha-lithium-corporation-following-unsuccessful-discussions-with-management-extends-offer-until-3-october-2023--and-lowers-minimum-ten-301936120.html