American Battery Materials, Inc. (OTC Pink: BLTH) (“ABM”, the
“Company”), an environmentally responsible minerals exploration and
development company focused on direct lithium extraction (DLE) and
other critical minerals for the global energy transition, today
announced it has executed a Term Sheet for a series of transactions
with Xantippe Resources Limited (ASX: XTC), an Australian-based
company poised to be a provider of sustainable, high purity battery
grade lithium through development of its lithium brine projects in
Argentina and Australia.
Under the Term Sheet, the proposed transactions
would consist of the (1) formation of joint ventures for two
separate lithium extraction projects; and, (2) purchase of a direct
ownership interest in XTC. The joint ventures between ABM and XTC
will be formed for the development of a lithium brine project in
Argentina (on land covering over 21,900 hectares), and in Australia
(for which Xantippe recently announced the completion of its maiden
drilling program resulting in highly encouraging potential for
lithium bearing pegmatites of significant size). The Argentina
project, expected to be developed first, is located in the heart of
Argentina’s “Lithium Triangle”
David Graber, Chairman and Co-Chief Executive
Officer of American Battery Materials, commented, “The proposed
transactions represent a transformational opportunity for American
Battery Materials. The partnership with Xantippe will significantly
expand our asset base and meaningfully diversify our project
portfolio, a critical component of our development strategy. We are
excited to work with the Xantippe team. Their combination of
recognized lithium production experts, local knowledge, and proven
track record of development expertise presents the perfect
opportunity to increasingly leverage synergies across the two
companies. Like ABM, Xantippe owns exceptional mineral rights and
land positions, is developing high-quality projects with access to
scalable, diversified, and rich sources of lithium brine. Moreover,
both ABM and Xantippe are committed to deploying direct lithium
extraction technologies in the most efficient and environmentally
responsible manner”.
“While closing is subject to completion of our
due diligence review and execution of definitive agreements, I am
confident we will move to a successful closing. Looking forward,
assuming the closing with Xantippe and the closing of our
previously-announced proposed business combination with Seaport
Global Acquisition II Corp., we believe American Battery Materials
will be well positioned as a leading environmentally-responsible
minerals exploration and development company, with sustainable
growth drivers and comparable differentiation.”
Proposed Business
Combination
On June 2, 2023, ABM and Seaport Global
Acquisition II Corp. (NASDAQ: SGII) (“SGII”), a publicly-listed
special purpose acquisition company, announced the signing of a
definitive merger agreement for a business combination (the
“Proposed Business Combination”) that will result in ABM becoming a
wholly-owned subsidiary of SGII. The combined company is expected
to be renamed “American Battery Materials Holdings”, and its common
stock and warrants are expected to be listed on the Nasdaq Global
Market (“Nasdaq”).
About American Battery Materials,
Inc. American Battery Materials, Inc., (OTC
Pink: BLTH), 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 US domestic and global economy. For more
information, visit www.americanbatterymaterials.com. The
information contained on, or that may be accessed through, this
website is not incorporated by reference into, and is not a part
of, this communication.
To receive American Battery Materials, Inc.
company updates via email, visit the Contact page of our web site,
www.americanbatterymaterials.com/contact.
About Xantippe Resources
Limited Xantippe Resources (ASX: XTC) aims to be a
provider of sustainable, high purity battery grade lithium,
utilizing new technologies and leveraging strong local partnerships
to develop its Carachi lithium brine project in Argentina, located
in the heart of the “Lithium Triangle” of Argentina.
About Seaport Global Acquisition II
Corp. Seaport Global Acquisition II Corp. is a blank check
company formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. Although
SGII’s efforts to identify a prospective business combination
opportunity will not be limited to a particular industry, it
intends to focus on companies undergoing transformational,
transitional, or reorganizational business strategies.
Additional Information about the
Proposed Business Combination and Where to Find ItIn
connection with the Proposed Business Combination, SGII has filed a
Registration Statement on Form S-4 with the SEC on 22 September
2023, which includes a proxy statement/prospectus of SGII (the
“S-4”), as well as other documents filed with the SEC in connection
with the Proposed Business Combination. Stockholders of the Company
can obtain copies of the S-4 and other documents filed with the SEC
that will be incorporated by reference therein, without charge, at
the SEC’s website at www.sec.gov. Those materials will contain
important information about ABM, SGII and the Proposed Business
Combination. The information contained on, or that may be accessed
through, the websites referenced in this communication is not
incorporated by reference into, and is not a part of, this
communication.
Participants in
SolicitationSGII and its respective directors and
executive officers may be deemed participants in the solicitation
of proxies from SGII’s stockholders in connection with the Proposed
Business Combination. SGII’s and ABM’s stockholders and other
interested persons may obtain, without charge, more detailed
information regarding the directors and officers of SGII and ABM in
SGII’s Annual Report on Form 10-K filed with the SEC on April 4,
2023 and ABM’s Annual Report on Form 10-K filed with the SEC on
April 21, 2023. Information regarding the persons who may, under
SEC rules, be deemed participants in the solicitation of proxies to
SGII stockholders in connection with the Proposed Business
Combination will be set forth in the proxy statement for the
Proposed Business Combination when available. Additional
information regarding the interests of participants in the
solicitation of proxies in connection with the Proposed Business
Combination is included in the Form S-4 filed with the SEC.
Forward Looking StatementsThis
press release includes certain statements that are not historical
facts but are forward-looking statements for purposes of the safe
harbor provisions under the United States 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.
All statements, other than statements of present or historical fact
included in this communication, regarding SGII’s Proposed Business
Combination with ABM, SGII’s ability to consummate the transaction,
the benefits of the transaction and the combined company’s future
financial performance, as well as the combined company’s strategy,
future operations, estimated financial position, estimated revenues
and losses, projected costs, prospects, plans and objectives of
management are forward-looking statements. These statements are
based on various assumptions, whether or not identified in this
communication, and on the current expectations of the respective
management of SGII and ABM 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 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 SGII or ABM. Potential risks and
uncertainties that could cause the actual results to differ
materially from those expressed or implied by forward-looking
statements include, but are not limited to, changes in domestic and
foreign business, market, financial, political and legal
conditions; the inability of the parties to successfully or timely
consummate the business combination, including the risk that any
regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the business
combination or that the approval of the stockholders of SGII or ABM
is not obtained; failure to realize the anticipated benefits of
business combination; risk relating to the uncertainty of the
projected financial information with respect to ABM; the amount of
redemption requests made by SGII’s stockholders; the overall level
of consumer demand for lithium; general economic conditions and
other factors affecting; disruption and volatility in the global
currency, capital, and credit markets; ABM’s ability to implement
its business and growth strategy; changes in governmental
regulation, ABM’s exposure to litigation claims and other loss
contingencies; disruptions and other impacts to ABM’s business, as
a result of the COVID-19 pandemic and government actions and
restrictive measures implemented in response, and as a result of
the proposed transaction; ABM’s ability to comply with
environmental regulations; competitive pressures from many sources,
including those, having more experience and better financing;
changes in technology that adversely affect demand for lithium
compounds; the impact that global climate change trends may have on
ABM and its potential mining operations; any breaches of, or
interruptions in, SGII’s or ABM’s information systems; fluctuations
in the price, availability and quality of electricity and other raw
materials and contracted products as well as foreign currency
fluctuations; changes in tax laws and liabilities, tariffs, legal,
regulatory, political and economic risks.
More information on potential factors that could
affect SGII’s or ABM’s financial results is included from time to
time in SGII’s and ABM’s public reports filed with the SEC,
including their Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K, and the S-4 SGII filed with
the SEC in connection with SGII’s solicitation of proxies for the
meeting of stockholders to be held to approve, among other things,
the proposed business combination. If any of these risks
materialize or SGII’s or ABM’s assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither SGII nor ABM presently know, or that SGII and ABM currently
believe are immaterial, that could also cause actual results to
differ from those contained in the forward-looking statements. In
addition, forward-looking statements reflect SGII’s and ABM’s
expectations, plans or forecasts of future events and views as of
the date of this communication. SGII and ABM anticipate that
subsequent events and developments will cause their assessments to
change. However, while SGII and ABM may elect to update these
forward-looking statements at some point in the future, SGII and
ABM specifically disclaim any obligation to do so, except as
required by law. These forward-looking statements should not be
relied upon as representing SGII’s or ABM’s assessments as of any
date subsequent to the date of this communication. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
No Offer or SolicitationThis
communication shall neither 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 jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
This communication does not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in
respect of the Proposed Business Combination. 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 from time-to-time, or an exemption therefrom.
Investor Relations
Contacts:American Battery Materials, Inc.Investor
RelationsEmail: ir@americanbatterymaterials.comTel: (800)
998-7962
or
MZ GroupMichael Kim(737)
289-0835ABM@mzgroup.us
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