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Posting of the circular, notice of special meeting, salient dates and times and update on the Atlatsa transaction
Atlatsa Resources Corporation
(Incorporated in British Columbia, Canada)
(Registration number 10022-2033)
TSX/JSE share code: ATL
ISIN: CA0494771029
(“Atlatsa” or the “Company”)
POSTING OF THE CIRCULAR, NOTICE OF SPECIAL MEETING, SALIENT DATES AND TIMES AND
UPDATE ON THE ATLATSA COMPREHENSIVE RESTRUCTURING AND GOING PRIVATE
TRANSACTION
June 21, 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 (“Announcement”) wherein Shareholders
were advised of, inter alia, the Composite Transaction (as defined in the Announcement) 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 “BCBCA”) (the “Arrangement”).
1. POSTING OF CIRCULAR
Shareholders are advised that the notice of the special meeting of Shareholders (“Meeting”)
accompanied by, inter alia, the management information circular (“Circular”) (collectively, the “Meeting
Materials”) will be distributed to Shareholders on Thursday, July 4, 2019 (“Posting Date”). The
Meeting Materials will also be available on the Company’s website, on or about the Posting Date, at:
http://www.atlatsaresources.co.za/investors-and-media.
To obtain a thorough understanding of the Composite Transaction and the Arrangement, Shareholders
are advised to refer to the full terms and conditions pertaining thereto, to be set out in the Meeting
Materials.
2. SPECIAL MEETING
The Meeting will be held at 1 Protea Place, Sandton, Johannesburg, South Africa, 2196 on
August 2, 2019 at 4:00 p.m. (South African Standard Time) or 7:00 a.m. (Pacific Daylight Time), with a
simulcast live by video conference to Atlatsa’s registered office in Canada at Suite 1700, Park Place,
666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8, for the purpose of passing the
resolution(s) required to approve the Arrangement, with or without modification.
3. SALIENT DATES AND TIMES (1)
2019
Notice of posting of the Meeting Materials published on SENS and released on Friday, June 21
SEDAR, on
Notice of posting of the Meeting Materials published in the South African Monday, June 24
press, on
Record date to determine which Shareholders are entitled to receive the Friday, June 28
Meeting Materials and the right to attend and vote at the Meeting, on (2)
Posting of the Meeting Materials to Shareholders, on Thursday, July 4
Forms of proxy to be received by the Company’s transfer secretaries or Wednesday, July 31
transfer agents (“Transfer Secretaries”) by 4:00 p.m. (South African
Standard Time) or 7:00 a.m. (Pacific Daylight Time), on (3) (4) (5)
Last date for registered holders of the Company’s common shares Wednesday, July 31
(“Common Shares”) to exercise dissent rights in respect to the Common
Shares held by them in connection with the Arrangement, in terms of
sections 237 to 247 of the BCBCA, by 4:00 p.m. (South African Standard
Time) or 7:00 a.m. (Pacific Daylight Time), on
Meeting to be held at 4:00 p.m. (South African Standard Time) or 7:00 a.m. Friday, August 2
(Pacific Daylight Time), on
Results of the Meeting published on SENS and released on SEDAR, on Monday, August 5
Results of the Meeting published in the South African press, on Tuesday, August 6
Notes:
1. All of the dates and times set out in this announcement are subject to change, with the approval of
the JSE and the TSX, if required. Any change in the dates and times will be published on SENS, SEDAR
and in the South African press.
2. The record date for the determination of Shareholders entitled to receive notice of the Meeting and the right to
attend and vote thereat is in accordance with the Securities Act (British Columbia), as amended from time to
time. Dematerialised South African Shareholders are advised that, as trading in Common Shares on the JSE
is settled, in accordance with the rules of Strate Proprietary Limited, within 3 (three) business days after the
trade, South African Shareholders trading in dematerialised Common Shares after 3 (three) business days
prior to the record date may not be eligible to receive the Meeting Materials and attend and vote at the
Meeting.
3. Beneficial or dematerialised Shareholders must provide their broker or central securities depository
participant (herein referred to as, the “Intermediaries”) with their instructions for voting at the Meeting by the
cut-off date and time stipulated by their Intermediaries, in terms of their respective custody agreements.
4. Any form of proxy not delivered to the relevant Transfer Secretaries by the stipulated date and time may be
handed to the Chair of the Meeting (or any adjournment(s) or postponement(s) thereof) before such
Shareholder’s voting rights are exercised at the Meeting (or any adjournment(s) or postponement(s) thereof).
5. If the Meeting is adjourned or postponed, the forms of proxy submitted for the initial Meeting will remain valid
in respect of any adjournment(s) or postponement(s) of the Meeting.
Shareholders should refer to the Circular for the estimated timelines pertaining to the settlement of the
Share Cash-Out Consideration (as defined in the Announcement) and the expected date for the
delisting of the Common Shares from the JSE and the TSX upon implementation of the Composite
Transaction (“Delisting”), subject to the Arrangement being approved and becoming unconditional.
4. UPDATE ON THE CONDITIONS TO EFFECTIVENESS OF THE ARRANGEMENT
Shareholders are further advised that the following conditions to effectiveness of the Arrangement, as
referred to in the Announcement, have been fulfilled:
- The exchange control authorities of the South African Reserve Bank have granted approval for the
transactions contemplated in the Plan of Arrangement, which approval contains certain
requirements to be completed within 6 (six) months of the Delisting.
- The Department of Mineral Resources of South Africa has granted approval for the transactions
contemplated in the Plan of Arrangement in terms of sections 11 and 102 of the South African
Mineral and Petroleum Resources Development Act, No. 28 of 2002.
Shareholders are referred to the Announcement for the remaining conditions to effectiveness of the
Arrangement which includes, inter alia, the Required Shareholder Approvals (as defined in the
Announcement).
5. FURTHER INFORMATION
Further details regarding the settlement of the Share Cash-Out Consideration and the Delisting will be
published following the fulfilment, satisfaction or waiver of all conditions to effectiveness of the
Arrangement. Copies of the Circular, the Plan of Arrangement, the Transaction Agreements (as defined
in the Announcement) and certain related documents will be made available under the Company’s
profile on SEDAR, on or about the Posting Date, at: www.sedar.com.
6. QUERIES
For further information please contact
Joel Kesler
Chief Commercial Officer
Office: +27 10 286 1166
Email: Joel@atlatsa.com
Corporate Advisor, transaction and JSE Sponsor to Atlatsa: One Capital
South African attorneys to Atlatsa: Cliffe Dekker Hofmeyr Inc.
Canadian legal counsel to Atlatsa: Stikeman Elliott LLP
U.S. legal counsel to Atlatsa: Skadden, Arps, Slate, Meagher & Flom LLP
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, shareholder, governmental entity,
TSX, JSE and regulatory and other third-party approvals and consents, the statements made based upon the
Formal Valuation and Fairness Opinion, the perceived benefits and completion of the Arrangement, the proposed
delisting from the TSX and the JSE and the business, financial and operational performance of the Company.
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, shareholder, 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, shareholder, 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; changes in and the
effect of government policies with respect to mining and natural resource exploration, development and exploitation;
continuing availability of capital and financing; general economic, market or business conditions; failure of plant,
equipment or processes to maintain the Bokoni Mine on care and maintenance; labour disputes, industrial unrest
and strikes; political instability; suspension of operations and damage to mining property as a result of community
unrest and safety incidents; insurrection or war; delays in obtaining government approvals; and the Company’s
ability to satisfy the terms and conditions of the loans and borrowings, as described under “Going Concern” in Note
2 to the 2019 Q1 Interim Financial Statements, which are available under the Company’s profile on SEDAR at
www.sedar.com and the risk factors set forth under “Description of Business – Risk Factors” in the 2018 AIF.
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.
Date: 21/06/2019 12:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.