Strategic Minerals Europe and IberAmerican Lithium Announce Entering into of Amended and Restated Business Combination Agreement
Strategic Minerals Europe and IberAmerican Lithium have entered into an amended and restated business combination agreement (BCA), which modifies the original agreement from March 19, 2024. This agreement allows IberAmerican to acquire all of Strategic Minerals' shares. Key amendments include extending the termination date to July 31, 2024, provisions for securities issued during IberAmerican's private placement announced on June 3, 2024, and maintaining Strategic Minerals' warrants listed on Cboe Canada Inc. post-closing. The updated agreement also addresses additional developments and ancillary matters since the original BCA.
- Extended termination date to July 31, 2024, providing more time to finalize the acquisition.
- Provisions for securities issuance during IberAmerican's brokered private placement from June 3, 2024.
- Strategic Minerals' warrants will remain listed on Cboe Canada Inc., supporting investor confidence.
- The need to amend the original business combination agreement suggests initial plans were inadequate.
- Possible shareholder dilution from the new securities issued during IberAmerican’s private placement.
Toronto, Ontario--(Newsfile Corp. - June 17, 2024) - Strategic Minerals Europe Corp. (CBOE CA: SNTA) (FSE: 26K0) (OTCQB: SNTAF) ("Strategic Minerals") and IberAmerican Lithium Corp. (CBOE CA: IBER) (OTCQB: IBRLF) ("IberAmerican"), are pleased to jointly announce the entering into of an amended and restated business combination agreement (the "Amended and Restated BCA"), which amends and restates the business combination agreement entered into on March 19, 2024 among Strategic Minerals, IberAmerican and IberAmerican Resources Inc. (the "Original BCA"), pursuant to which IberAmerican shall acquire all of the issued and outstanding common shares of Strategic Minerals (the "Business Combination").
The Amended and Restated BCA amends, restates and supersedes the Original BCA in its entirety and provides for, among other things, the following amendments:
extends the termination date until July 31, 2024;
makes provision for the securities to be issued pursuant to IberAmerican's concurrent brokered private placement announced in its press release dated June 3, 2024;
allows the warrants of Strategic Minerals listed on Cboe Canada Inc. to remain outstanding following closing of the Business Combination; and
certain other additions and changes to generally reflect developments and ancillary matters arising since the date of the Original BCA.
About IberAmerican Lithium Corp.
IberAmerican Lithium Corp. is a hard-rock lithium exploration company focused on advancing its
Additional information on IberAmerican is available at www.iberamericanlithium.com and by reviewing its profile on SEDAR+ at www.sedarplus.ca.
To learn more visit: https://iberamericanlithium.com/
About Strategic Minerals Europe Corp.
Strategic Minerals' wholly-owned subsidiary, Strategic Minerals Spain, S.L.U. ("SMS"), produces, identifies, explores, and develops mineral resource properties critical to the green economy, predominantly in Spain. SMS holds permits and a production license for the Penouta Project. SMS is the largest cassiterite concentrate and tantalite producer in the European Union and has been recognized within the EU as an exemplary company of good practices in the circular economy. Strategic Minerals is well-positioned as a major producer of sustainable and conflict-free tin, tantalum, and niobium. Strategic Minerals is a "reporting issuer" under applicable securities legislation in the provinces of British Columbia, Alberta, and Ontario.
Additional information on Strategic Minerals can be found by reviewing its profile on SEDAR+ at sedarplus.ca and its website at www.strategicminerals.com.
Cautionary Note Regarding Forward-Looking Information:
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Strategic Minerals or IberAmerican to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause actual results for Strategic Minerals to differ materially from those anticipated in these forward-looking statements are described under the caption "Risks Factors" in Strategic Minerals' Annual Information Form dated March 27, 2024 which is available for view on SEDAR+ at www.sedarplus.ca. Factors that could cause actual results for IberAmerican to differ materially from those anticipated in these forward-looking statements are described under the caption "Risks Factors" in IberAmerican's Annual Information Form dated March 26, 2024 which is available for view on SEDAR+ at www.sedarplus.ca. Each of Strategic Minerals and IberAmerican disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management's estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.
SOURCE: Strategic Minerals Europe Corp. and IberAmerican Lithium Corp.
Further Information
For further information regarding Strategic Minerals, please contact:
Elena Terrón, Corporate Secretary; HR and Legal Director in Spain
Strategic Minerals Europe Corp.
For further information regarding IberAmerican, please contact:
Campbell Becher
647-404-9071
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/213353
FAQ
What is the new termination date for the IberAmerican and Strategic Minerals business combination?
What provisions are included in the amended business combination agreement between IberAmerican and Strategic Minerals?
How does the amended business combination agreement affect IberAmerican Lithium's stock (IBRLF)?
