Jericho Energy and Smartkem Extend LOI for Proposed All-Stock Merger to Form a U.S.-Owned, Nasdaq-Listed AI Infrastructure Company

Executive Summary

• Jericho Energy Ventures (JEV) and Smartkem, Inc. have agreed to a 60‑day extension of their non‑binding Letter of Intent for the proposed all‑stock merger, moving the investment deadline to December 31 2025.
• All other LOI terms remain unchanged; the transaction would create a Nasdaq‑listed AI infrastructure company combining JEV’s domestic energy platform with Smartkem’s organic semiconductor technology.
• Both companies acknowledge that significant additional capital, shareholder approvals and regulatory clearances are required before any definitive agreement can be executed.

Key Details

• Extension Terms: 60‑day extension of the LOI; Smartkem must invest in JEV by 31 Dec 2025 to avoid termination rights for JEV.
• Transaction Structure: Proposed all‑stock business combination; if completed, the combined entity would be U.S.–owned and controlled, listed on Nasdaq, with JEV delisting from TSX‑V.
• Strategic Rationale: Integration of low‑cost domestic natural‑gas power (JEV) with advanced organic semiconductor packaging (Smartkem) to serve growing AI compute demand.
• Current Status: LOI remains non‑binding; no guarantee of a definitive agreement, closing conditions include due diligence, board and shareholder approvals, Nasdaq listing approval, and required financing.
• Capital Needs: Both parties will need “significant additional capital” to negotiate the definitive agreement and satisfy closing conditions.
• Operational Continuity: JEV continues its core oil‑and‑gas and energy‑infrastructure operations in Oklahoma and remains compliant with TSX‑V listing requirements.
• Executive Commentary:
• Brian Williamson, CEO of JEV – emphasized continued enthusiasm and progress toward a definitive agreement.
• Ian Jenks, Chairman & CEO of Smartkem – highlighted the strategic value of combining energy and AI sectors.
• Anthony Amato, Strategic Advisor to Smartkem – noted the extension reflects strong perceived potential.

Notable Quotes

• Brian Williamson (JEV CEO): “Extending the LOI reflects the continued enthusiasm between JEV and Smartkem to progress with the proposed merger… we look forward to discussions toward a definitive agreement.”
• Ian Jenks (Smartkem Chairman & CEO): “We are pleased to extend the LOI as both teams are committed to working towards a transaction that could unlock meaningful value across the rapidly converging energy and AI sectors.”

Materiality Assessment: Material – Positive (the extension of an LOI for a strategic all‑stock merger is a material development likely to affect shareholder value.)