Business
Strategic Minerals Announces Execution of Business Combination Agreement with IberAmerican Lithium Corp
Strategic Minerals Announces Execution of Business Combination Agreement with IberAmerican Lithium Corp.
About this update from Strategic Minerals Europe Corp.
[{"type":"text","content":"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 additio...