Subject: MERGERS AND ACQUISITIONS (M&A)
Alabama Graphite Securityholders Overwhelmingly Approve Acquisition by Westwater Resources
The Energy GraphiteTM Company
Sourced and Manufactured in the United States of America
TORONTO, March 09, 2018 (GLOBE NEWSWIRE) -- Alabama Graphite Corp. ("Alabama Graphite" or the "Corporation") (TSX-V:CSPG) (OTCQB:CSPGF) (FRANKFURT:1AG) is pleased to announce the positive outcome of the securityholder vote at the special meeting of Alabama Graphite securityholders held earlier today (the "Meeting"). At the Meeting, securityholders of the Corporation overwhelmingly approved the plan of arrangement transaction (the "Arrangement") pursuant to which Westwater Resources, Inc. ("Westwater") (NASDAQ:WWR) will acquire, through a wholly owned subsidiary, all of the issued and outstanding common shares of the Corporation.
A total of 63,064,439 combined securities, representing 35.70% of all Alabama Graphite securities ? including common shares, options, and warrants ? were represented at the Meeting. 97.24% of these combined securities were voted FOR the Arrangement by their respective holders.
A total of 54,010,708 common shares, representing 37.17% of the issued shares of the Corporation, were represented at the Meeting. 96.86% of these common shares were voted FOR the Arrangement by their respective holders.
The Corporation will be seeking a final order from the Supreme Court of British Columbia with respect to the Arrangement later this month and the Arrangement is expected to be completed in the second quarter of 2018.
Approve Plan of Arrangement ? Holders of Common Shares
The holders of common shares of the Corporation, present in person or represented via proxy at the Meeting, voted as follows on the resolution to approve the Arrangement with Westwater:
| Number of Shares | Percentage of Votes Cast | |||
| For | Against | For | Against | |
| 52,317,008 | 1,693,700 | 96.86% | 3.14% |
Approve Plan of Arrangement ? Holders of Combined Securities
The combined securityholders of the Corporation, present in person or represented via proxy at the Meeting, voted as follows on the resolution to approve the Arrangement with Westwater:
| Number of Options | Percentage of Votes Cast | |||
| For | Against | For | Against | |
| 61,320,739 | 1,743,700 | 97.24% | 2.76% |
Further information about the Arrangement is set out in Alabama Graphite's management information circular dated February 7, 2018, which is available on the Corporation's website at www.alabamagraphite.com and has been filed under Alabama Graphite's profile on SEDAR at www.sedar.com.
No other business occurred at the Meeting.
On behalf of the Board of Directors of
ALABAMA GRAPHITE CORP.
Gareth P. Hatch, PhD, CEng, FIMMM, FIET
Chief Executive Officer and Executive Director
ABOUT ALABAMA GRAPHITE CORP.
Alabama Graphite is a Canadian-based flake graphite exploration and development company as well as an aspiring battery materials production and technology company. Alabama Graphite operates through its wholly owned subsidiary, Alabama Graphite Company, Inc. (a company registered in the state of Alabama).
For more information on Alabama Graphite, please visit www.alabamagraphite.com.
ABOUT WESTWATER RESOURCES, INC.
Westwater (formerly Uranium Resources, Inc.) is focused on developing energy-related materials. Westwater has developed a dominant land position in three prospective lithium brine basins in Nevada and Utah in preparation for exploration and potential development of any lithium resources that may be discovered there. In addition, Westwater remains focused on advancing the Temrezli in-situ recovery uranium project in Central Turkey when uranium prices permit economic development of this project.
For more information on Westwater, please visit www.westwaterresources.net.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking information under applicable Canadian securities laws ("forward-looking statements"), which may include, without limitation, the current expectations of management of Alabama Graphite regarding the completion of the Arrangement, the receipt of all approvals and the satisfaction of all conditions necessary to complete the Arrangement, including the approval of the British Columbia Supreme Court, and the timing of the completion of the Arrangement. The forward-looking statements are based on the beliefs of management and reflect Alabama Graphite's current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may", "will" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements. Such statements reflect the current view of Alabama Graphite. Completion of the Arrangement is subject to a number of conditions which are typical for transactions of this nature. Failure to satisfy any of these conditions, the emergence of a superior proposal or the failure to obtain the approval of the shareholders of Westwater, as well as court approval, may result in the termination of the definitive agreement with Westwater setting out the terms and conditions of the Arrangement.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made, and Alabama Graphite undertakes no obligation to update forward-looking statements (unless required by law) if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements.
Alabama Graphite has also assumed that the material factors and assumptions will not cause any forward-looking statements to differ materially from actual results or events. However, the list of these factors and assumptions is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICE PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS NEWS RELEASE.
CONTACT
ALABAMA GRAPHITE CORP.
Tyler W. P. Dinwoodie
President
+1 (416) 309-8641
[email protected]
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