Jericho Energy Ventures and Smartkem Sign Letter of Intent to Create U.S.-Owned, Nasdaq-Listed AI-Focused Infrastructure Company

Executive Summary

• Jericho Energy Ventures Inc. (JEV) and Smartkem, Inc. have signed a non‑binding Letter of Intent for an all‑stock merger that would create a U.S.–owned AI infrastructure company combining low‑cost energy supply with organic semiconductor technology.
• Under the proposed terms, JEV shareholders would receive ~65 % of the combined entity’s equity and Smartkem shareholders ~35 %; Jericho CEO Brian Williamson would become CEO of the surviving company.
• The LOI includes a 60‑day exclusivity period, a conditional purchase commitment by Smartkem (minimum $500k or 10 % of any $5 M+ financing proceeds, capped at $1 M), and requires significant additional capital, board and shareholder approvals, and regulatory clearances.

Key Details

• Transaction Structure: All‑stock business combination; could be effected via share exchange or statutory merger with Smartkem as the surviving public company on Nasdaq.
• Equity Ownership Post‑Closing: Jericho shareholders ~65 % of fully diluted equity; Smartkem shareholders ~35 %.
• Management & Governance: Brian Williamson (Jericho CEO) to become CEO of the Combined Company; board reconstituted with a majority designated by Jericho, subject to Nasdaq and SEC requirements.
• Exclusivity & Conditional Purchase: 60‑day exclusivity period; Smartkem must either purchase at least US$500,000 of Jericho common shares by Nov 30 2025 or, if it regains Nasdaq equity compliance and raises ≥ US$5 M in financing, purchase the greater of $500k or 10 % of gross proceeds (cap $1 M).
• Closing Conditions: Completion subject to satisfactory due diligence, board and shareholder approvals, TSX‑V and Nasdaq listing approvals, and other customary closing conditions.
• Additional Corporate Actions:
• Appointment of Director Markus Seywerd as Corporate Secretary (effective Oct 1 2025).
• Granting of incentive stock options for 4,300,000 JEV common shares at $0.15 exercise price (3,800,000 to directors/officers, 500,000 to IR manager).
• Strategic Rationale: Combine Jericho’s scalable on‑site power solutions for AI data centers with Smartkem’s patented organic semiconductor platform (OTFT, TRUFLEX®) to deliver energy‑efficient AI compute infrastructure, low‑power optical interconnects, advanced chip packaging, and conformable sensor arrays.
• Forward‑Looking Statements: The release contains extensive forward‑looking language; actual results may differ materially due to regulatory approvals, financing availability, market conditions, and other risks disclosed in the statement.

Notable Quotes

• “AI compute growth is driving unprecedented demand for U.S. power and infrastructure,” – Brian Williamson, CEO, Jericho Energy Ventures.
• “This proposed transaction positions Smartkem's technology at the center of the largest technology build‑out of our era,” – Ian Jenks, Chairman & CEO, Smartkem.