Welsbach Technology Metals Acquisition Corp. (NASDAQ: WTMA)
(“WTMA”) and Evolution Metals LLC (“EM”) today announced that,
inter alios, WTMA and EM have entered into a Term Sheet (the “Term
Sheet”) with certain legally binding clauses with Broughton Capital
Group (“BCG”) for BCG, through a special purpose investment
vehicle, to provide an equity investment (“Anchor Equity Investor”)
of US$500 million through a private investment in public equity
(“PIPE Anchor Equity Investment”) to be consummated concurrently
with EM’s and WTMA’s business combination closing (“Closing”) at a
pre-money enterprise valuation for Evolution Metals &
Technologies Corp. (“EM&T”), the surviving entity of the
business combination, of US$6.2 billion. Additionally, BCG, through
a special purpose lending vehicle (“Lender”) agrees to provide to
EM&T a debt facility (“Debt Facility”) of up to US$6.2 billion
to be consummated concurrently with the Closing. The closing of the
PIPE Anchor Equity Investment and Debt Facility is subject to the
completion of BCG’s on-going due diligence, execution of an equity
subscription agreement, execution of a debt facility agreement, the
Closing, and other closing conditions.
Nick Lisle, Founder and CEO of Broughton Capital
Group, stated, “Broughton Capital Group has a mandate to invest,
including significant capital to advance private sector solutions
for a cleaner, greener and more sustainable future across the
globe. EM&T is bringing to the world robust, alternative
critical materials supply chain solutions through operating
businesses that we are eager to support with significant capital as
the lead anchor investor. BCG has demonstrated our conditional
commitment by entering into a Term Sheet with, inter alios,
Evolution Metals and WTMA to deliver significant capital and anchor
the fundraising for EM&T. We are continuing our due diligence
on the transaction to support EM&T’s rapid and prudent
expansion of their capacities in the critical materials supply
chain. EM&T has a world-class executive management team led by
David Wilcox. Our capital will be used by EM&T to increase
their recycling and refining businesses and magnet-making
businesses while leveraging automation to enhance their integrated
supply chain. As we advance towards the deSPAC closing, we intend
to move the equity PIPE capital into escrow ahead of the deSPAC
closing, upon the execution of definitive documentation. Our
signing of the Term Sheet underscores our confidence in the
strategic vision of EM&T, and our dedication to fostering
innovation and sustainability in the critical materials sector. We
believe that our combined efforts will not only enhance the
resilience of the critical materials supply chain but also
contribute to the broader goal of reducing environmental impact and
promoting a sustainable future for generations to come.”
David Wilcox, Managing Member of Evolution
Metals LLC, commented, “I am pleased to announce that, inter alios,
EM and WTMA have signed a Term Sheet with certain legally binding
clauses with Broughton Capital Group for BCG to provide an anchor
equity investment of US$500 million, which is 25% of our targeted
PIPE raise. The Term Sheet also includes a US$6.2 billion credit
facility. We are tremendously excited to be working with Broughton
Capital Group, who has deep mineral markets expertise and aligns
directly with our strategic vision. BCG’s commitment to advancing
our critical materials supply chain is unparalleled, and their
support will be instrumental in propelling our initiatives forward.
Together, we are bringing to the world a robust and sustainable
fully integrated operational supply chain that addresses the
increasing demand for these essential, fundamental and critical
materials, without reliance on high-risk suppliers in
geopolitically sensitive countries. We will be using the capital
from BCG to expand across the United States our existing capacities
of our one-of-a-kind US Department of Defense certified e-scrap
recycling business; to increase our existing capacities in the
Republic of Korea to produce bonded and sintered magnets without a
critical dependency on Chinese feedstock; to expand our capacities
in the US and South Korea to produce critical materials including
Neodymium, Praseodymium, Dysprosium, Terbium, Cobalt, Lithium,
Manganese, Nickel, Copper, Gold and Silver; and to automate all
aspects of our supply chain to reduce production costs and improve
quality control. This strategic partnership is poised to fortify
our position and drive significant growth, ensuring we meet our
ambitious objectives effectively and prudently.”
Frank Moon, CEO of EM&T, remarked, “We are
witnessing rapid technologies development as we accelerate through
the brave new world of hyperconnectivity and superintelligence,
impacting all aspects of our everyday lives. Economic success and
national security will be driven by the transformations of the
fourth industrial revolution. With rising global geopolitical
tensions, governments and markets are increasingly focused on the
risks and weaknesses of current supply chains, especially in
critical materials for EVs, electrification, renewable energy
storage and defense applications. For the last decade, these risks
resulted in reduced development of critical mineral mine projects
by non-Chinese developers. Today, more than one hundred critical
mineral mine projects globally, outside of China, wait to be
developed. And we have yet to see any critical material supply
chains independent from China. The Western World possesses no
geopolitically secure, commercial-scale critical materials
mid-to-downstream supply chains to process the raw mined ore
feedstock from critical mineral mines around the globe. Why, after
many decades, is the world still highly dependent on Chinese supply
chains in critical materials? China currently supplies more than
90% of the global production of permanent magnets, which are
critical components of EVs, sensory devices, electrification,
renewable energy storage and defense applications. However, China
imports 60% of the raw mined ore feedstock it needs to produce
these permanent magnets. China dominates permanent magnet
production by dominating the mid-to-downstream supply chain
capacity. China dominates the global capacity to process ore
feedstock into oxides, oxides into metal, metal into alloys, and
alloys into permanent magnets; and China’s massive commercial scale
allows it to economically recycle spent magnets back into usable
magnets. The Western World possesses no commercial scale critical
materials mid-to-downstream supply chain that can process the raw
mined ore feedstock from critical mineral mines around the globe,
which must sell its ore to China. This Chinese dominance can only
be addressed by the Western World having a fully integrated
mid-to-downstream supply chain which receives raw mined ore
feedstock, then processes the ore into oxides, oxides into metal,
metal into alloys, and alloys into permanent magnets. EM is
delivering to the world a fully operational, fully integrated
mid-to downstream critical materials supply chain that is
independent of China. EM is actively partnering with existing and
developing mineral resource mines around the globe for productive,
stable long-term supply relationships. Our critical material supply
chain operating companies are in the US and the Republic of Korea,
enabling us to expand rapidly and prudently. We also recycle
critical materials through our two US based recycling companies. To
expand our capacities as rapidly and prudently as possible, EM is
focusing on the following investments:
-
Replicate across the US our existing capacity in our one-of-a-kind
US Department of Defense (“DoD”) certified e-scrap recycling
plant;
-
Build refineries across the US to receive feedstock from our US DoD
recycling plants to turn recycled mixed precious metals fines into
gold, silver, and palladium through hydrometallurgy and
electrowinning;
-
Expand our existing capacities in the US and Republic of Korea in
our fully integrated supply chain to produce bonded permanent
magnets and sintered permanent magnets;
-
Secure increasing volumes of raw mined ore feedstock from existing
and developing mines and supplier networks around the globe;
-
Build midstream oxide conversion facilities to receive ore
concentrates across the globe and process into metal convertible
oxides;
-
Establish hydrometallurgical operations in the US to process our
existing recycled EV battery black mass and spent magnets into new
secondary battery products and new magnet production,
respectively;
-
Implement our internal smart factory automation expertise across
all aspects of our critical materials supply chain to reduce costs
and improve efficiency, productivity and quality control of our
operations;
-
Identify proven technologies with proven commercial production to
jump start rapid growth of these technologies by injecting growth
capital, and integrating into our supply chain.”
“Despite challenging market conditions, our
teams have fulfilled the mission, demonstrating their focus and
dedication to the task," said Daniel Mamadou, CEO of Welsbach
Technology Metals Acquisition Corp. "We very much look forward to
fulfilling our mandate mission in the critical materials space by
merging with Evolution Metals LLC who has assembled a world-class
team under the leadership of David Wilcox. We could not be more
thrilled to partner with Broughton Capital Group, whose support is
instrumental in completing the business combination and growing
EM&T.”
Christopher Clower, COO of Welsbach Technology
Metals Acquisition Corp, commented, “The Evolution Metals team, the
Broughton Capital Group team and the Welsbach Technology Metals
team all continue to work tirelessly together with legal counsels,
auditors, accounting service providers, and our financial advisor
to ensure we are fulfilling all US SEC requirements to successfully
bring Evolution Metals & Technologies Corp., supported by
Broughton Capital Group, to the Nasdaq as an emerging leader in the
global critical materials industry for a greener, cleaner and more
sustainable future.”
Cohen & Company Capital Markets is a
financial advisor for Evolution Metals LLC and Welsbach Technology
Metals Acquisition Corp.
About WTMA
WTMA 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. While WTMA may pursue an
acquisition in any business industry or sector, it intends to
concentrate its efforts on targets in the technology metals and
energy transition materials industry. WTMA is led by Chief
Executive Officer Daniel Mamadou and Chief Operating Officer
Christopher Clower.
About EM LLC
EM LLC is a mining, refining and specialty
chemicals company that is committed to establishing a secure and
reliable supply chain for critical minerals. Its strategy is to
acquire and develop mining assets and processing facilities to
produce essential materials for industrial uses including electric
vehicles, electronics, environmental technologies and aerospace and
defense applications. EM aims to support the creation of jobs,
industry and manufacturing to promote a greener future by providing
bespoke solutions to support its clients globally. EM LLC is led by
Managing Member David Wilcox.
Proposed Business Combination
WTMA announced a definitive merger agreement
with EM on April 5, 2024. Upon a successful merger completion, EM
shareholders will become shareholders in the public company,
Evolution Metals & Technologies Corp. Additional information
about the proposed business combination, including a copy of the
merger agreement, is available in a Current Report on Form 8-K
filed by WTMA with the US Securities and Exchange Commission (the
“SEC”) and at www.sec.gov.
Participants in the Solicitation
WTMA and EM and each of their directors and
executive officers may be considered participants in the
solicitation of proxies with respect to the proposed Transaction
under the rules of the SEC. Information about the directors and
executive officers of WTMA and a description of their interests in
WTMA and the Extension is contained in Fusion’s Annual Report on
Form 10-K for the year ended December 31, 2023, which was filed
with the SEC on April 16, 2024 (the “Annual Report”).
Information about WTMA’s directors and executive
officer’s interests in the Transaction, as well as information
about EM’s directors and executive officers and a description of
their interests in EM and the proposed Transaction will be set
forth in the proxy statement relating to the proposed Transaction,
when it is filed with the SEC. When available, the above referenced
documents can be obtained free of charge from the sources indicated
above.
No Offer or Solicitation
This press release shall not constitute a
solicitation of a proxy, consent, or authorization with respect to
any securities or in respect of the Extension or the proposed
Transaction. This press release shall also not 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 states or
jurisdictions in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. 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, or an exemption therefrom.
Forward Looking-Statements
Certain statements made in this press release
are “forward looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. When used in this press release, the
words “estimates,” “projected,” “expects,” “anticipates,”
“forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,”
“will,” “should,” “future,” “propose” and variations of these words
or similar expressions (or the negative versions of such words or
expressions) are intended to identify forward-looking statements.
These forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside WTMA’s and EM’s control, which
could cause actual results or outcomes to differ materially from
those discussed in the forward-looking statements. Important
factors, among others, that may affect actual results or outcomes
include: the ability of WTMA to enter into a definitive agreement
with respect to a business combination with EM within the time
provided in WTMA’s second amended and restated certificate of
incorporation; WTMA’s ability to obtain the financing necessary to
consummate the potential Transaction; the performance of EM’s
business; the timing, success and cost of EM’s development
activities; assuming the definitive agreement is executed, the
ability to consummate the proposed Transaction, including risk that
WTMA’s stockholder approval is not obtained; failure to realize the
anticipated benefits of the proposed Transaction, including as a
result of a delay in consummating the proposed Transaction; the
amount of redemption requests made by WTMA’s stockholders and the
amount of funds remaining in WTMA’s trust account after the
Extension and the vote to approve the proposed Transaction; WTMA’s
and EM’s ability to satisfy the conditions to closing the proposed
Transaction, once documented in a definitive agreement; and those
factors discussed in the Annual Report under the heading “Risk
Factors,” and the other documents filed, or to be filed, by WTMA
with the SEC. Neither WTMA or EM undertake any obligation to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by
law.
Contact:
Daniel Mamadou, CEO, Welsbach Technology Metals Acquisition
Corp.daniel@welsbach.sg
Christopher Clower, COO, Welsbach Technology Metals Acquisition
Corp.chris@welsbach.sg
David Wilcox, Managing Member, EM
LLCdavid.wilcox@evolution-metals.com
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