Toronto, Ontario--(Newsfile Corp. - March 20, 2024) - Strategic Minerals Europe Corp. (Cboe CA: SNTA) (OTCQB: SNTAF) (FSE: 26K0) ("Strategic" or the "Company"), a company focused on the production, development, and exploration of tin, tantalum, and niobium, is pleased to announce that it has entered into a business combination agreement with IberAmerican Lithium Corp. ("Iber") and IberAmerican Resources Inc. ("Subco"), a wholly-owned subsidiary of Iber incorporated solely for the purposes of completing the Amalgamation (as defined herein), dated March 19, 2024 (the "Business Combination Agreement") pursuant to which Iber will acquire all of the issued and outstanding common shares in the capital of the Company ("Strategic Shares") (the "Proposed Transaction").
Under the terms of the Business Combination Agreement, each holder of Strategic Shares will be entitled to receive one common share of Iber ("Iber Share") for every seven Strategic Shares held.
The Proposed Transaction will be completed by way of a three-cornered amalgamation under the laws of Ontario, whereby Subco and Strategic will amalgamate, and the resulting amalgamated entity will survive as a wholly-owned subsidiary of Iber (the "Amalgamation"). The Company intends to call a special meeting of the shareholders to be held in May 2024 to seek shareholder approval for the Amalgamation (the "Meeting") and will require:
- approval of at least 66 2/3% of the votes cast by Strategic shareholders; and
- a simple majority of the votes cast by Strategic shareholders, excluding votes from certain shareholders, as required under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.
The completion of the Proposed Transaction is also subject to the receipt of stock exchange and any other required regulatory approvals, and is subject to certain customary closing conditions for transactions of this nature. The Proposed Transaction will also require the approval of a majority of Iber shareholders pursuant to the policies of Cboe Canada Inc. ("Cboe Canada"). Pursuant to the Business Combination Agreement, it is a condition of closing that all options, warrants and other convertible securities of the Company are either exercised, converted or forfeited and cancelled prior to closing of the Proposed Transaction. In addition, following closing of the Proposed Transaction, three nominees selected by the Company shall be appointed to the board of directors of Iber, subject to the final approval of Cboe Canada.
The Business Combination Agreement provides for, among other things, "fiduciary out" provisions that allow the Company to consider and accept a superior proposal, subject to a "right to match period" in favour of Iber. The Business Combination Agreement also provides for a termination fee of €1,000,000 to be paid by Strategic to Iber if the Business Combination Agreement is terminated in certain specified circumstances.
Iber and Strategic are working towards closing the Proposed Transaction in June 2024. Upon completion of the Proposed Transaction, it is expected that the Company would be delisted from Cboe Canada and will apply to cease to be a reporting issuer under applicable securities laws in Canada.
After review and consideration of, among other things, the Company's current financial position, upcoming payments of the Company and financing and other transaction alternatives, the board of directors of Strategic has unanimously approved the Business Combination Agreement and has determined that the Amalgamation is fair to shareholders of the Company and is in the best interest of Strategic and recommends to shareholders that they vote in favour of the Amalgamation.
Full details of the Proposed Transaction are set out in the Business Combination Agreement, which will be filed by Strategic on its profile on SEDAR+ at www.sedarplus.ca. In addition, further information regarding the Proposed Transaction will be contained in a management information circular to be prepared in connection with the Meeting and filed on www.sedarplus.ca at the time that it is sent to shareholders. All shareholders are urged to read the management information circular once it becomes available as it will contain additional important information concerning the Proposed Transaction and the Amalgamation.
About IberAmerican Lithium Corp.
IberAmerican Lithium is a hard-rock lithium exploration company focused on advancing its 100% owned Alberta II & Carlota Properties located in the Galicia region of northwestern Spain. IberAmerican Lithium's properties are located in a favorable lithium district with world class infrastructure and a supportive and proactive mining jurisdiction.
Additional information on IberAmerican Lithium is available at www.iberamericanlithium.com and by reviewing its profile on SEDAR at www.sedarplus.ca.
About Strategic Minerals Europe Corp.
Strategic's wholly-owned subsidiary, Strategic Minerals Spain, S.L. ("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 producer of cassiterite concentrate and tantalite in the European Union and has been recognized within the EU as an exemplary company of good practices in the circular economy. The Company is well-positioned as a major producer of sustainable and conflict-free tin, tantalum, and niobium. Strategic is a "reporting issuer" under applicable securities legislation in the provinces of British Columbia, Alberta, and Ontario.
Additional information on Strategic can be found by reviewing its profile on SEDAR+ at www.sedarplus.ca.
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, including, without limitation, the Proposed Transaction as proposed to be affected pursuant to the Business Combination Agreement, the ability of the parties to satisfy the conditions to closing of the Proposed Transaction, the mailing of the management information circular in connection with the Meeting, delisting of the Company from Cboe Canada and the timing thereof and the anticipated timing of closing of the Proposed Transaction. 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 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 to differ materially from those anticipated in these forward-looking statements are described under the caption "Risks Factors" in the Company's Annual Information Form dated March 30, 2023, which is available for view on SEDAR+ at www.sedarplus.ca. These risks include but are not limited to, the risks associated with the mining and exploration industry, such as operational risks in development or capital expenditures, the uncertainty of projections relating to production, and any delays or changes in plans with respect to the exploitation of the site. Forward-looking statements contained herein, are made as of the date of this press release, and Strategic 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.
Further Information
For further information regarding Strategic, please contact:
Elena Terrón, Corporate Secretary
Strategic Minerals Europe Corp.
eterron@strategicminerals.com
Craig MacPhail
(416) 525-5709
cmacphail@national.ca
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/202400
