“While the final is subject to the final touch of our due diligence review and execution of definitive agreements, I am confident that we will progress towards a successful final. Looking Ahead, Taking on the Final with Xantippe and the Final of Our Past By announcing the proposed business combination with Seaport Global Acquisition II Corp. , American Battery Materials will be well positioned as a leading environmentally friendly mineral exploration and progression company with sustainable expansion drivers and comparable differentiation.
Proposed Business Combination
On June 2, 2023, ABM and Seaport Global Acquisition II Corp. SGII (“SGII”), a publicly traded special purpose acquisition company, announced that they had entered into a definitive merger agreement for a business combination (the “Proposed Business Combination”). ). This 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 inventory and common warrants are expected to be indexed on the Nasdaq Global Market (“Nasdaq”).
About American Battery Materials, Inc. American Battery Materials, Inc. , BLTH, is an environmentally friendly, US-based critical minerals exploration and progression company focused on the direct extraction of lithium (DLE), as well as other minerals for refining, processing and distribution to the country’s pressing need for minerals critical to the long-term energy transition and electrification of the U. S. domestic and global economy. For more information, visit www. americanbatterymaterials. com. The information contained or available through this online page is not incorporated by reference or constitutes a component of this communication.
For updates from American Battery Materials, Inc. via email, the contact page of our website, www. americanbatterymaterials. com/contact.
About Xantippe Resources Limited Xantippe Resources XTC aspires to be a sustainable, high-purity, battery-grade lithium supplier, new technologies and leverage strong local partnerships to expand its lithium brine allocation at Carachi in Argentina, located in the center of Argentina’s “Lithium Triangle”. .
About Seaport Global Acquisition II Corp. Seaport Global Acquisition II Corp. is a blank-check corporation designed for the purpose of effecting a merger, stock exchange, asset acquisition, inventory purchase, reorganization, or similar business combination with one or more companies. However, the SGII’s efforts to identify a potential business mix opportunity will not be limited to a specific sector, but will focus on corporations that are pursuing business strategies of transformation, transition or reorganization.
Additional Information About the Proposed Business Combination and Where to Find It In connection with the proposed business combination, SGII filed a registration on Form S-4 with the SEC on September 22, 2023, which includes a prospectus for SGII (the “S-4”), as well as other documents filed with the SEC in connection with the proposed business combination. The Company’s shareholders would likely download loose copies of the S-4 and other documents filed with the SEC, which are incorporated herein by reference, on the SEC’s online page at www. sec. gov. These documents will provide vital information about ABM, IMS, and the proposed business combination. The settings involved in, or available through, the Internet sites referenced in this communication are not incorporated through reference or made a part of this communication.
The participants in SolicitationSGII and their respective directors and officers would likely be considered participants in the solicitation of proxies from SGII shareholders in connection with the proposed business combination. Shareholders of SGII and ABM and other interested persons would likely obtain, free of charge, more detailed information relating to 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 in ABM’s Annual Report on Form 10-K filed with the SEC on April 21, 2023 Information regarding persons who, under SEC rules, could be considered participants in the solicitation of shareholder proxies of SGII in connection with the proposed business combination will be set forth in the proxy statement for the proposed business combination, when available. . Additional data relating to the interests of the participants in the proxy solicitation in connection with the proposed business combination are included in the Form S-4 filed with the SEC.
Forward-Looking Statements This press release includes statements that are not past 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 are sometimes accompanied by words such as “believe”, “possibly”, “will be”, “estimate”, “continue”, “anticipate”, “intend”, “expect”, “deserve”, “plan”, “are expectations”, “prospective”, “seems”, “seek”, “long-term”, “outlook” and similar expressions that expect or imply long-term events or trends or that are not old issues. All data, except data of supply or facts statements, included in this communication, related to SGII’s proposed business combination with ABM, SGII’s ability to consummate the transaction, the benefits of the transaction and the long-term monetary functionality of the combined company, as well as the strategy, long-term operations, estimated monetary condition, estimated income and losses, projected costs, outlook, plans and control objectives are prospective. These notices are based on various assumptions, known or not in this communication, and on the existing expectations of the respective control of SGII and ABM and are not expectations of real functionality. These forward-looking statements are provided for illustrative purposes only and are not intended to be, nor should they be considered, a guarantee, assurance, expectation or certainty of fact or probability. It is difficult, if not impossible, to expect actual occasions and cases and will differ from the assumed ones. Many real occasions and cases are beyond the control of SGII or ABM. Potential threats and uncertainties that may also cause actual effects to differ materially from those expressed or implied in the projections include, but are not limited to, adjustments in business, market, monetary, political and legal situations. domestic and foreign; the inability of the parties to effectively or timely complete the business combination, adding the risk that regulatory approvals will not be obtained, will be delayed, or will be subject to unforeseen events that may also have adverse effects on the combined company or the expected result. no benefits are obtained from the business mix or the approval of the shareholders of SGII or ABM; failure to achieve the expected benefits of the business combination; similar threat to insecurity of projected monetary data related to ABM; the number of redemption requests made through SGII shareholders; the general point of customer demand for lithium; general economic situations and other factors that have effects; disruptions and volatility in global foreign exchange, capital and credit markets; ABM’s ability to implement its business strategy and expansion; adjustments in government regulations, ABM’s exposure to legal claims and other possibilities of losses; disruptions and other effects on ABM’s business, due to the COVID-19 pandemic and government moves and restrictive measures imposed in reaction to, and as a result of, the proposed transaction; ABM’s ability to comply with environmental regulations; competitive pressures from many sources, added to those of greater enjoyment and greater financing; technological changes that negatively impact the demand for lithium compounds; the effect that global climate trends could have on ABM and its potential mining operations; any breach or disruption of SGII or ABM data systems; fluctuations in the price, availability and quality of electrical energy and other contracted raw materials and products, as well as currency fluctuations; adjustments in legislation and tax obligations, tariffs, legal, regulatory, political and economic threats.
Additional information on potential items that may also affect the monetary effects of SGII or ABM is included from time to time in SGII’s and ABM’s public reports filed with the SEC, adding their annual reports on Form 10-K, their quarterly reports in Form 10-Q and your existing reports. in SGII’s Form 8-K and S-4 filed with the SEC in connection with SGII’s solicitation of proxies for the meeting of shareholders to be held to approve, among other things, the proposed business combination. If any of those dangers materialize or if SGII’s or ABM’s assumptions prove incorrect, actual effects may also differ materially from the effects implied by such forward-looking statements. There may be other dangers of which neither SGII nor ABM are aware, or which SGII and ABM currently consider immaterial, which may also cause actual effects 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 long-term events and reports as of the date of this communication. SGII and ABM anticipate that upcoming events and advancements will cause their testing to change. However, although SGII and ABM may elect to update such forward-looking statements at some point in the long term, SGII and ABM specifically disclaim any legal responsibility to do so, unless required by law. These forward-looking statements should not be relied upon as representing the testing of SGII or ABM as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed on forward-looking statements.
No Offer or SolicitationThis communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which offered, solicited or The sale would be unlawful prior to registration or qualification under the securities legislation of such jurisdiction. This communication does not constitute a solicitation of powers or authorizations with respect to securities or the proposed business combination. No offering of securities will be made. unless through a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended from time to time, or an exemption therefrom are met.
Investor Relations Contacts:American Battery Materials, Inc. Investor RelationsEmail: ir@americanbatterymaterials. comTel: (800) 998-7962
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MZ GroupMichael Kim(737) 289-0835ABM@mzgroup. us
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