IberAmerican Lithium Corp. (DB:W2C) enter into a letter of intent to acquire Strategic Minerals Europe Corp. (NEOE:SNTA) from Miguel de la Campa, Serafino Iacono, Jaime Perez Branger and others on March 6, 2024. IberAmerican Lithium Corp. (DB:W2C) entered into a business combination agreement to acquire Strategic Minerals Europe Corp. (NEOE:SNTA) from Miguel de la Campa, Serafino Iacono, Jaime Perez Branger and others for ?3 million on March 19, 2024. Under the terms of the Business Combination Agreement, each holder of Strategic Shares will be entitled to receive one common share of IberAmerican for every seven common shares of Strategic held. Pursuant to the Business Combination Agreement, it is a condition of closing that all options, warrants and other convertible securities of Strategic Minerals 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 Strategic Minerals shall be appointed to the board of directors of IberAmerican, subject to the final approval of Cboe Canada. Upon completion of the Proposed Transaction, it is expected that Strategic Minerals would be delisted from Cboe Canada and will apply to cease to be a reporting issuer under applicable securities laws in Canada. The Business Combination Agreement also provides for a break fee of ?1,000,000 to be paid by Strategic Minerals to IberAmerican if the Business Combination Agreement is terminated in certain specified circumstances.

The board of directors of IberAmerican has approved the Business Combination Agreement and has determined that the Proposed Transaction is in the best interest of IberAmerican Lithium. The Strategic Board has reviewed the terms and conditions of the Business Combination Agreement and the transactions contemplated thereby. After careful consideration of, among other things, the advice of legal advisors, and such other matters as it considered relevant, the Strategic Board has unanimously (with Mr. Campbell Becher abstaining since he has a material interest in the Amalgamation as a director of both Strategic and Iber) determined that the Amalgamation is in the best interests of Strategic and that the consideration to be received by the Strategic Shareholders pursuant to the Amalgamation is fair to the Strategic Shareholders. The completion of the Proposed Transaction is also subject to the receipt of stock exchange and any other required regulatory approvals, is subject to certain customary closing conditions for transactions of this nature and shareholder approvals for IberAmerican Lithium and Strategic Minerals Europe, as well as IBER shall be satisfied, in its sole discretion, with the results of its due diligence investigations with respect to SMEC, Lock-Up. Each of the Locked-Up Persons shall have executed lock-up agreements in favour of IBER, SMEC shall be satisfied, in its sole discretion, with the results of its due diligence investigations with respect to IBER and IBER shall have closed the Concurrent Financing for minimum gross proceeds of ?4.78 million. Iber and Strategic are working towards closing the Proposed Transaction in on or about June 15, 2024. TSX Trust Company acted as transfer agent to Strategic. Peter Volk of Wildeboer Dellelce LLP acted as legal advisor to IBER. Perry Dellelce of Wildeboer Dellelce LLP acted as legal advisor to SMEC in the transaction. McGovern Hurley LLP acted as auditor to Strategic.