Aeternum Health to buy ARM for up to 133M shares
ARM is working with Cameroon’s government toward a new mining permit after the prior permit was withdrawn in February 2025.
Rhea-AI Filing Summary
Aeternum Health, Inc. agreed to acquire all membership interests in American Renaissance Minerals LLC (ARM) from American Renaissance Resources LLC, with consideration of up to 133,333,333 pre-split common shares or, if required by a beneficial ownership limitation, pre-funded warrants, issued in stages against project milestones. The transaction is subject to customary conditions and is expected to close in the fourth quarter of 2026. The stated share figure predates the previously announced 1-for-20 reverse stock split and is subject to adjustment.
ARM has the right to acquire the Nkamouna cobalt-nickel-manganese project in Cameroon. The agreement replaces a previously announced option to acquire a 51% interest in ARM, which is to be terminated at or before closing. The project's prior mining permit was withdrawn in February 2025, and ARM is working with Cameroon’s government toward a new permit. If granted, development would follow Cameroon’s Mining Code, including a 10% free-carried interest for the state. ARR’s board observer and registration rights are conditioned on it holding over 9.9% of Registrable Securities, a threshold ARR acknowledged it does not currently meet.
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8-K Event Classification
Key Figures
Key Terms
pre-funded warrants financial
beneficial ownership limitation regulatory
Registrable Securities regulatory
Rule 144 regulatory
free-carried interest financial
concentrator technical
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On September 21, 2026, the registrant, Aeternum Health, Inc. (“Aeternum” or the “Company”), in connection with its entry to the mining and production of critical minerals, acquired from American Renaissance Resources LLC, (“ARR”) under the terms of a Membership Interest Purchase Agreement dated September 21, 2026 (the “Agreement”), all the membership interests that American Renaissance Resources LLC owned in American Renaissance Minerals LLC (“ARM”) for which the Company has agreed to issue up to 133,333,333 pre-split shares of its common stock or, if required by the terms of a beneficial ownership limitation contained in the Agreement, pre-funded warrants to purchase shares of common stock of the Company, in stages against project milestones. ARM has the right to acquire the Nkamouna Nickel-Cobalt mining project in Cameroon. The Agreement also includes an exhibit for the Investor Rights Agreement between the Company and ARR under which the Company grants observer right to ARR to participate in the Company’s Board meetings with standard rights of exclusion, such as being able to exclude ARR for purposes of protecting the attorney-client privilege, and to register for sale of ARR’s “ Registrable Securities” defined collectively as the Closing Shares, the Contingent Shares and the Common Stock (as those capitalized terms are defined in the Investor Rights Agreement) issuable on exercise of the Pre-Funded Warrants that are held by or potentially issuable to ARR. ARR only receives the observer rights and registration rights if it holds over 9.9% of the Company’s Registrable Securities that it acknowledges it currently does not own, and should it in the future hold over 9.9% of Registrable Securities, the observer rights terminate on the earliest to occur of (i) the date that is fifteen (15) months after the date of the Investor Rights Agreement where the ARR Ownership Percentage is not then greater than 9.9%, or (ii) the first day thereafter when the ARR Ownership Percentage ceases to exceed 9.9% and, with respect to the registration rights, upon the earliest to occur of (i) the first day on which ARR ceases to hold any Registrable Securities or Pre-Funded Warrants, or (ii) the first day on which all of the Registrable Securities held by ARR and issuable upon exercise of Pre-Funded Warrants held by ARR may be resold pursuant to Rule 144 without any volume limitations. The foregoing descriptions of the Agreement and the Investor Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of both agreements that are attached as Exhibit 10.1 and 10.2, respectively, hereto and incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The matters described in Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference.
Item 7.01 Regulation FD Disclosures.
On September 25, 2026, the Company issued a press release regarding the purchase of the membership interests of ARM described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of this Current Report on Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by Laser Photonics that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.
Item 9.01 Financial Statements and Exhibits.
| Exhibits | ||
| 10.1 | Membership Interest Purchase Agreement dated September 21, 2026, between Aeternum Health, Inc. and American Renaissance Resources LLC | |
| 10.2 | Investor Rights Agreement dated September 21, 2026, between Aeternum Health, Inc. and American Renaissance Resources LLC | |
| 99.1 | Press Release issued September 25, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10 to be signed on our behalf by the undersigned, thereunto duly authorized.
| Date: September 25, 2026 | AETERNUM HEALTH, INC. | |
| By: | /s/ Paul Mann | |
| Name: | Paul Mann | |
| Title: | President | |
Exhibit 99.1
Aeternum Resources Announces Agreement to Acquire 100% of American Renaissance Minerals, Sponsor of the Nkamouna Cobalt-Nickel-Manganese Project in Cameroon
| ● | American Renaissance Minerals, a company focused on advancing the Nkamouna Cobalt-Nickel-Manganese Project in Cameroon, is working with the Government of Cameroon toward the award of a new mining permit over the project, free of prior encumbrance. |
| ● | The transaction consolidates into a single company the joint venture announced on August 7, 2026, under which Aeternum Resources held an option over a 51% interest in American Renaissance Minerals. On closing, Aeternum Resources will own the whole of American Renaissance Minerals and the underlying option arrangements will be terminated. |
| ● | Nickel and cobalt are both designated critical minerals by the United States, which imports approximately three quarters of the cobalt it consumes and, excluding recycled material, is almost wholly reliant on imports for its nickel supply. |
Washington D.C. – September 22, 2026 — Aeternum (OTC: AETN) (“Company”), a company aiming to become a highly strategic supplier of critical minerals, today announced that it has entered into an agreement dated September 16, 2026 to acquire all of the issued and outstanding membership interests in American Renaissance Minerals LLC (“ARM”) from ARM’s shareholder. ARM is the dedicated project vehicle seeking to advance the Nkamouna Cobalt-Nickel-Manganese Project in Cameroon. The transaction is subject to customary conditions and is expected to close in the fourth quarter of 2026.
On August 7, 2026, the Company announced that it had acquired an option to acquire a 51% interest in ARM. The transaction announced today replaces that arrangement with direct ownership of the whole of ARM, and the investment agreement under which the option arose will be terminated at or before closing. The Company believes that a single corporate owner simplifies the ownership of the project ahead of the possible award of a new mining permit.
Subject to the terms and conditions of the agreement, the Company has agreed to issue up to 133,333,333 shares of common stock of the Company or, if required by the terms of a beneficial ownership limitation contained in the agreement, pre-funded warrants to purchase shares of common stock of the Company, in stages against project milestones. The figures expressed above are expressed prior to giving effect to the Company’s previously announced 1-for-20 reverse stock split, and are subject to adjustment for the reverse stock split and any other similar transactions. ARM’s shareholder will continue to support the project’s United States Government financing engagement, and the Company and ARM’s shareholder intend to cooperate on future opportunities.
Nkamouna is one of the largest undeveloped cobalt-nickel-manganese projects globally. The project was fully permitted between 2003 and 2025 by its prior operator, and the permit was withdrawn in February 2025. ARM currently holds certain historical data regarding the property, and is working with the Government of Cameroon, including the Ministry of Mines, Industry and Technological Development and the Société Nationale des Mines, toward the award of a new mining permit, free of prior encumbrance. If a mining permit is granted, the project will be developed in accordance with Cameroon’s Mining Code of December 2023, including the 10% free-carried interest of the State, with a concentrator at the mine site producing an exportable concentrate rather than shipping unprocessed ore, so that the first stage of processing and its associated value are retained in Cameroon.
Upon ownership of the title, the Company intends to approach the project with urgency. Concept engineering for the concentrator draws directly on the modular gravity-separation plant the Company is currently constructing in Nigeria, and the Company’s own engineering and construction team has designed, manufactured and installed comparable plant in Africa within the past year.
“We are taking full ownership because we intend to build this mine, and to build it quickly,” said Josua Oosthuizen, Chief Executive Officer of Aeternum Resources. “Our team has spent the past year designing, manufacturing and installing a gravity separation plant for our Nigerian project. That is the same engineering, the same discipline and in large part the same people we would put on Nkamouna. We are ready to move as soon as there is a permit to work against.”
ABOUT AETERNUM
Aeternum (OTC: AETN) seeks to become a highly strategic supplier of critical minerals. Its first resource is a mine located in the Jos Plateau in Nigeria that will focus on the production of tin, niobium, tantalum and other metals.
Led by a management team with a track record of designing, building and commissioning mineral-processing plants in Africa, and supported by independent geological and metallurgical consultants, Aeternum’s goal is to develop multiple assets globally and create a diversified revenue stream from several critical minerals
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements that are subject to various risks and uncertainties. These forward-looking statements include statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential,” or other similar expressions, and include statements regarding the expected closing of the transaction, the satisfaction of the conditions to closing, the expected termination of previous agreements, the award of a new mining permit, the issuance of contingent consideration, minerals anticipated to be encountered on a project, and future government engagement, opportunities, construction, development, production and revenue from current and proposed projects. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results. Such factors include, among others, risks that the conditions to closing are not satisfied and that the transaction does not complete; risks relating to the timing and ability of the Company to obtain, and the timing of the approval of, relevant regulatory bodies, if at all; risks relating to the need for additional capital to complete development and commence production on any of the Company’s projects; property interests; risks related to access to the project; risks inherent in mineral exploration, including the fact that any particular phase of exploration may be unsuccessful; the availability of contractors; geo-political risks; the global economic climate; metal prices; environmental risks; political risks; community and non-governmental actions; and the other risks identified in the Company’s filings with the Securities and Exchange Commission, which are available at www.sec.gov. Geological similarities or characteristics are not guarantees or certainties of successful exploration. The Company does not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law.
For more information, please contact:
Aeternum
Investor Relations Department
Email: info@aeternumresources.com