Announces $125 Million All-Stock Acquisition of Ferrox Critical Minerals

SmartKem, Inc. (SMTK) has entered into a definitive Business Combination Agreement to acquire Ferrox Critical Minerals, Ltd. in an all-stock transaction valued at approximately $125 million. This acquisition aims to vertically integrate SMTK by extending its materials science platform into critical minerals, leveraging Ferrox's Tivani mining project in South Africa.

Key Details

• Transaction Terms: Ferrox will be acquired for an aggregate purchase price of approximately $125 million, payable entirely in newly issued shares of SMTK common stock. The final number of shares will be based on the 30-day volume-weighted average price of SMTK stock prior to closing.
• Strategic Rationale: The merger is intended to create a vertically integrated company by securing a supply of critical minerals, including iron, titanium, and vanadium, from Ferrox's Tivani project.
• Closing Conditions & Timeline: The transaction, signed on August 3, 2026, is subject to customary closing conditions, including approvals from both companies' shareholders, SEC registration effectiveness, and Nasdaq listing approval. The agreement has an end date of March 31, 2027.
• Post-Closing Structure: Upon closing, SmartKem, Inc. will be renamed "Ferrox Critical Minerals, Inc." The combined company's board will consist of seven directors, with six designated by Ferrox.