SmartKem to acquire Ferrox Critical Minerals in all-stock deal valued at $125M

SmartKem, Inc.

All-stock acquisition of Ferrox for $125M; no cash consideration; share count based on 30-day VWAP pre-close.
Ferrox's principal asset is the Tivani project in Limpopo, South Africa (iron, titanium, vanadium).
Transaction requires SmartKem stockholder and Ferrox shareholder approvals, SEC S-4 effectiveness, and Nasdaq listing.
Terrence Duffy, Ferrox CEO, to become incoming CEO of combined company; Ian Jenks remains CEO until close.
Deal may be terminated by either party if not closed by March 31, 2027; $3M termination fee for superior proposal.

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