WTMA and EM aim to develop an alternative secure, reliable global supply chain for critical minerals and materials using proven technologies.
This supply chain includes beneficiation of various oxides, carbonates and sulfates chemicals along with metals and alloy powder refining, and manufacturing of both bonded and sintered magnet products which are the essential ingredients for both secondary cell batteries and rare earth permanent magnet value chain that are critical for a greener, cleaner future, while supporting the industrial base of the global economy. Additionally, WTMA and EM also aims to establish a battery, e-scrap, and magnet recycling in order to support the closed-loop economy.
WTMA and EM’s focus is on mid-stream and down-stream to support the automotive, aerospace, and defense industries while continuing to embrace a more sustainable future through proven technologies, economical and efficient processing integrated with state-of-the-art robotics and AI.
WTMA and EM’s business development objective is to provide an alternative critical materials value chain while also delivering AI-driven processing, manufacturing and customer interfaces by converting traditional industry into an AI smart factory and AI smart UI – all of which the incumbent critical materials value chain lacks.
The capabilities of the combined company represent a ten thousand ton plus, per annum, output material in magnets and battery metals.
“The mid-stream and down-stream are critical paths to supporting the automotive, aerospace and defense industries, while continuing to embrace a more sustainable future” says
The Transaction is intended to result in WTMAC’s successor listed company owning 100% of the Target.
“We are confident and thrilled to be combining WTMA with EM, and will be continuing to value our shareholders interests first and foremost, which led us to a successful agreement to proceed with EM,” says
"We are excited to join forces with WTMA to revolutionize the critical materials value chain," says
Extension Proposal and Non-Redemption Agreement
On
In connection with the Meeting, the Company and
In exchange for the foregoing commitment to the Company to not redeem the Non-Redeemed Shares, WTMA and the Sponsor will agree to cause the surviving entity of any future WTMA initial business combination (“MergeCo”) to issue to such shareholders a certain number of additional ordinary or common shares of MergeCo immediately following the consummation of an initial business combination, if they continue to hold such Non-Redeemed Shares through the Special Stockholder Meeting. The Non-Redemption Agreements, if entered into, are not expected to increase the likelihood that the Extension Proposal is approved by the Company’s stockholders, but are expected to increase the amount of funds that remain in the Company’s trust account established in connection with Company’s initial public offering following the Meeting. The Company and the Sponsor may enter into additional, similar non-redemption agreements in connection with the Meeting.
The Non-Redemption Agreements shall terminate on the earlier of (i) the failure of the Company’s stockholders to approve the Extension at the Meeting, (ii) the Company’s determination not to proceed with the Extension, (iii) the fulfillment of all obligations of parties to the Non-Redemption Agreements, (iv) the liquidation or dissolution of the Company, (v) the mutual written agreement of the parties or (vi) if the applicable stockholder exercises its redemption rights with respect to any Non-Redeemed Shares in connection with the Meeting and such Non-Redeemed Shares are actually redeemed.
About WTMAC
WTMAC 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 WTMAC 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. WTMAC is led by Chief Executive Officer
About
Important Information and Where to Find It
If a legally binding definitive agreement with respect to the proposed Transaction is executed, the parties intend to file with the
Participants in the Solicitation
WTMA and Target and each of their directors and executive officers may be considered participants in the solicitation of proxies with respect to the Extension and the proposed Transaction under the rules of the
Information about WTMAC’s directors and executive officer’s interests in the Transaction, as well as information about Target’s directors and executive officers and a description of their interests in Target and the proposed Transaction will be set forth in the proxy statement relating to the proposed Transaction, when it is filed with the
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 WTMAC’s and Target’s control, that 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 WTMAC to enter into a definitive agreement with respect to a business combination with Target within the time provided in WTMAC’s second amended and restated certificate of incorporation; WTMAC’s ability to obtain the Extension; WTMAC’s ability to obtain the financing necessary to consummate the potential Transaction; the performance of Target’s business; the timing, success and cost of Target’s development activities; assuming the definitive agreement is executed, the ability to consummate the proposed Transaction, including risk that WTMAC’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 WTMAC’s stockholders and the amount of funds remaining in WTMAC’s trust account after the Extension and the vote to approve the proposed Transaction; WTMAC’s and Target’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 WTMAC with the
Contact:
daniel@welsbach.sg
david.wilcox@evolution-metals.com
Source:
2024 GlobeNewswire, Inc., source