Toronto, Ontario--(Newsfile Corp. - April 26, 2024) - IberAmerican Lithium Corp. (CBOE: IBER) (OTCQB: IBRLF) ("IberAmerican Lithium" or the "Company"), a company focused on the exploration of lithium, announces that in accordance with the policies of Cboe Canada Inc. (the "Exchange"), the Company will be seeking security holder approval in connection with its previously announced proposed business combination (the "Proposed Transaction") with Strategic Minerals Europe Corp. ("Strategic Minerals"). This requirement stems from the total number of securities issuable (calculated on a fully diluted basis) pursuant to the Proposed Transaction exceeding 25% of the total number of securities or votes of the Company outstanding (calculated on a non-diluted basis).
The Exchange's policies mandate that in such circumstances, security holder approval can be satisfied by obtaining a written resolution signed by holders of at least 50% of the holders entitled to vote on the matter (the "Written Resolution"). The Company is fully committed to adhering to the Exchange's policies and ensuring transparency and fairness in all its corporate actions. Therefore, the Company expects to engage proactively with its security holders to facilitate the necessary approvals required for the Proposed Transaction by obtaining the Written Resolution. The board of directors of the Company (the "Board") has determined that the Proposed Transaction is in the best interests of the Company and all of its shareholders and recommends that shareholders approve it via the Written Resolution. In accordance with the Business Corporations Act (Ontario), Campbell Becher, a director on the Board, declared an interest in the Proposed Transaction by virtue of his position as a director of Strategic Minerals and recused himself from the portion of the Board meeting during which the Proposed Transaction was discussed and did not vote on the Proposed Transaction.
Furthermore, in accordance with the policies of the Exchange, set forth in the table below is a description of the beneficial ownership of securities of Strategic Minerals held by certain members of the Board (the "Holdings"). The Holdings will be treated in an identical manner under the Proposed Transaction as all of the other common shares of Strategic Minerals held by the other shareholders of Strategic Minerals. The Company does not view the Holdings individually or in the aggregate, as constituting or representing: (i) a material interest in the Proposed Transaction that differs from the interest of the shareholders generally; (ii) a material interest that would materially affect the Company; and (iii) a transaction in which any members of the Board should be excluded from voting on (including via the Written Resolution).
Name and Position
Number of Strategic Minerals Common Shares Held
Number of IberAmerican Lithium Common Shares Issued in Connection with the Proposed Transaction(1)
Campbell Becher Chief Executive Officer and Director
696,900(2)
74,464
Serafino Iacono Executive Director
45,259,053
6,353,721
Eugene McBurney Chair of the Board and Director
4,198,614
599,802
(1) The number of common shares of IberAmerican Lithium to be issued reflects the 7:1 exchange ratio of the Proposed Transaction. (2) Includes 94,500 common shares of Strategic Minerals issued to Mr. Becher in connection with the conversion of certain convertible debentures and the repayment of accrued but unpaid director fees as more particularly described in the Circular (as defined herein). (3) Includes 840,000 common shares of Strategic Minerals issued to Mr. Iacono in connection with the conversion of certain convertible debentures held by an entity over which Mr. Iacono exercises trading discretion as more particularly described in the Circular.
The Company also announces that, connection with the Proposed Transaction, Strategic Minerals has filed on SEDAR+ and delivered to its shareholders a management information circular dated April 12, 2024 (the "Circular") containing, among other things, a detailed description of the business combination agreement dated March 19, 2024 (the "Business Combination Agreement") pursuant to which the parties agreed to complete the Proposed Transaction. Should you wish to review or consult the Circular for further information regarding Strategic Minerals, the Business Combination Agreement or the Proposed Transaction, it can be viewed on Strategic Minerals' website at www.strategicminerals.com or on the Strategic Minerals' SEDAR+ profile at www.sedarplus.com.
Proposed Name Change
The Company is also pleased to announce that the Board has authorized a short form vertical amalgamation with its wholly-owned subsidiary, IberAmerican Resources Inc., pursuant to the Business Corporations Act (Ontario) (the "Amalgamation"). In connection with the Amalgamation, the Company intends to change its name from "IberAmerican Lithium Corp." to "IberAmerican Resources Inc." (the "Name Change"). The Company expects to complete the Amalgamation (including the Name Change) in due course and in any event prior to completing the Proposed Transaction.
In connection with the Name Change, it is anticipated that trading of the Company's common shares will continue on the Exchange under the ticker symbol "IBER" and on the OTCQB under the ticker symbol "IBRLF". The Name Change is subject to regulatory approval including that of the Exchange. Security holders of the Company will not need to take any action as a result of the Name Change.
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.
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 the completion of the Proposed Transaction and the Company's plans to complete the Amalgamation and the Name Change. 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 IberAmerican Lithium 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 26, 2024, 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 IberAmerican Lithium 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 IberAmerican Lithium Corp.
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