GREENWICH, CT / ACCESSWIRE / September 23, 2024 / American Battery Materials, Inc. (OTC Pink:BLTH), a U.S. based renewable energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally responsible manner, announced today that it has signed a non-binding letter of intent (LOI) with a Nasdaq-listed special purpose acquisition company (SPAC) for a potential merger transaction. American Battery owns lithium mineral rights on a total of 743 placer claims covering 14,320 (approximately 22 square miles) located in the Lisbon Valley of Utah. The company's leadership believes the Nasdaq listing will enhance the company's ability to access capital as it grows to become a domestic producer of lithium chemicals.
"This is a logical next step for American Battery as part of our growth trajectory," said David E. Graber, Chairman and CEO of American Battery. "Lithium is on the list of the 35 minerals considered critical to the economic and national security of the United States. Being listed on the Nasdaq will help provide us with the financial resources to reach our strategic goals."
The SPAC and American Battery will jointly raise additional capital via a private investment in public equity (PIPE) financing transaction. The legal structure of the new entity and its estimated value may vary, depending on the agreements between the parties and the possible tax implications of any such merger. The purchase price under the LOI would be the pre-money equity of $150 million, based on information provided to date and subject to confirmatory due diligence, which would consist entirely of stock consideration.
American Battery expects to announce additional details regarding the proposed business combination when a definitive agreement is executed. No assurances can be made that the parties will successfully negotiate and enter into a definitive agreement, or that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all. Any transaction would be subject to board and shareholder approval of both companies, regulatory approvals and other customary conditions.
About American Battery Materials
American Battery Materials, Inc. is a U.S.-based environmentally responsible critical minerals exploration and development company focused on direct lithium extraction (DLE), as well as other minerals for refining, processing and distribution to support the country's urgent critical minerals need to bolster long-term energy transition and the electrification of the U.S. domestic and global economy.
If a legally binding definitive agreement with respect to the proposed business combination is executed American Battery intends to file a preliminary proxy statement (a "Proxy Statement") with the SEC. A definitive Proxy Statement will be mailed to shareholders of American Battery as of a record date to be established for voting on the proposed transaction. Shareholders will also be able to obtain a copy of the Proxy Statement, without charge, by directing a request to: American Battery Materials, Inc., 500 West Putnam Avenue, Suite 400, Greenwich, CT 06830. The preliminary and definitive Proxy Statement, once available, can also be obtained, without charge, at the SEC's website (www.sec.gov).
American Battery urges investors, shareholders and other interested persons to read, when available, the preliminary Proxy Statement as well as other documents filed with the SEC because these documents do and will contain important information about American Battery, the SPAC and the proposed transaction.
Participants in the Solicitation
American Battery and its directors and executive officers may be considered participants in the solicitation of proxies with respect to the potential transaction described herein under the rules of the SEC. Information about the directors and executive officers of American Battery is set forth in American Battery's Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on April 1, 2024. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with the potential transaction will be set forth in the Proxy Statement when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
The disclosure herein includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics and projections of market opportunity and expectations, American Battery's ability to enter into a definitive agreement or consummate a transaction with the SPAC and American Battery's ability to obtain the financing necessary to consummate the potential transaction. These statements are based on various assumptions and on the current expectations of American Battery's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of American Battery and the SPAC. These forward- looking statements are subject to a number of risks and uncertainties, including: American Battery's ability to enter into a definitive agreement with respect to the proposed business combination or consummate a transaction with the target company; the risk that the approval of the shareholders of American Battery for the potential transaction is not obtained; failure to realize the anticipated benefits of the potential transaction, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of American Battery and the SPAC; the amount of redemption requests made by the SPAC's shareholders and the amount of funds remaining in the SPAC's trust account after satisfaction of such requests; those factors discussed in American Battery's Annual Report on Form 10-K for the year ended December 31, 2023 under the heading "Risk Factors," and other documents of American Battery filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that American Battery presently does not know or that American Battery currently believes are immaterial that could also cause actual results to differ from those contained in the forward looking statements. In addition, forward-looking statements reflect American Battery's expectations, plans or forecasts of future events and views as of the date hereof. American Battery anticipates that subsequent events and developments will cause its assessments to change. However, while American Battery may elect to update these forward-looking statements at some point in the future, American Battery specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing American Battery's assessments as of any date subsequent to the date of this disclosure statement. Accordingly, undue reliance should not be placed upon the forward-looking statements.
