Principal asset is the Tivani project in Limpopo Province, South Africa. "With this merger we will now have the ability to source critical minerals for Smartkem as well as provide excess material to the global market, making Smartkem one of the few vertically integrated public electronics companies," comments Terrence Duffy, incoming CEO.

Transaction terms

Ferrox shareholders will receive aggregate consideration of $125 million (reduced by the amount of the debt obligations of Ferrox to Smartkem pursuant to promissory notes issued by Ferrox and held by Smartkem), payable solely in newly issued shares of Smartkem common stock.

No cash consideration will be paid. The number of shares to be issued will be determined by reference to the volume weighted average price of Smartkem common stock over the 30 trading days ending immediately prior to closing, and is therefore not fixed at signing.

The business combination is subject to customary conditions to closing, including, without limitation, the approval of the shareholders of each of Smartkem and Ferrox.

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