United Lithium Enters Into Definitive Agreement to Acquire Swedish Minerals AB, Advancing Nordic Strategic Metals Platform

Executive Summary

• United Lithium entered a definitive Share Exchange Agreement to acquire 100% of Swedish Minerals AB (SM) for an aggregate consideration of 15,865,000 United shares (deemed $0.20 per share) and $427,500 cash.
• The transaction will reconstitute United’s board (three United‑nominated directors, two SM‑nominated directors) and appoint Jonathon Franklin as President.
• United will grant a 1.75% net smelter return royalty on all current SM properties to Scandinavian Resources AB and pay a finder’s fee of up to 835,000 shares plus $22,500 cash.

Key Details

• Acquisition Target: Swedish Minerals AB (SM), an arm‑length Swedish corporation holding high‑grade uranium and rare‑earth assets in Finland and Sweden.
• Consideration:
• 15,865,000 United common shares on a pre‑consolidation basis (deemed $0.20 per share).
• Cash payment of $427,500: $50,000 deposit at LOI execution, additional $50,000 deposit, and $327,500 payable at closing (pro rata).
• Board Reconstitution: Post‑closing board to consist of five directors – three appointed by United and two by SM.
• Management Appointment: Jonathon Franklin will become President of United Lithium upon closing.
• Royalty Arrangement: 1.75% net smelter return royalty on all current SM properties granted to Scandinavian Resources AB, non‑dilutable.
• Finder’s Fee: Up to the lesser of 835,000 United shares (pre‑consolidation) at $0.20 per share and a cash payment of $22,500, payable upon transaction completion and delivery of required documentation.
• Strategic Rationale: Combines United’s lithium portfolio with SM’s uranium and rare‑earth assets to create a leading Nordic explorer supporting Europe’s clean‑energy transition and nuclear power resurgence.
• SM Property Portfolio (all 100% owned, exploration stage):
• Finland: Riutta (999 ha), Asento (1,203 ha), Kovela (216 ha), Kitka (3,258 ha), Project H (3,644 ha).
• Sweden: Duobblon Deposit (630 ha), Norr Döttern (2,900 ha), Märrviken (2,710 ha), Flistjärn (7,552 ha).
• Closing Conditions: Subject to satisfactory due diligence, board/management appointments, royalty execution, and receipt of all required regulatory and CSE approvals. No assurance that the transaction will close.

Notable Quotes

“The Transaction seeks to unite United’s lithium development portfolio with SM’s high‑grade uranium and rare earth assets… positioning the combined company as a leading Nordic‑based explorer supporting Europe’s accelerating clean energy transition.” – Andrew Bowering, Interim CEO, United Lithium.