April 26, 2017 - Strategic Metals Ltd. (TSX-V: SMD) (“Strategic” or the “Company”) is pleased to announce that the Plan of Arrangement (the “Arrangement”) to spin-out certain of the Company’s assetsinto Trifecta Gold Ltd. (“Trifecta”) was approved by Strategic shareholders at its Special General Meeting held on April 21, 2017, with 99.71% of the votes cast at the Meeting having been in favour of the Arrangement. Under the Arrangement, Strategic will distribute to its own shareholders most of the Trifecta common shares it has acquired, on the basis of one Trifecta common share for each four and one-half (4 ½) shares of Strategic held. The Trifecta common shares will be distributed to persons who are shareholders of Strategic at the close of business (Vancouver time) on May 5, 2017 (the "Share Distribution Record Date"), with the distribution to be made contemporaneously with the listing of Trifecta’s shares on the TSX Venture Exchange (the “Exchange”).
Strategic obtained final approval for the Plan of Arrangement from the Supreme Court of British Columbia (the “Court”) on April 25, 2017.The final Order of the Court will be filed in due course with the British Columbia Registrar of Companies, in conjunction with the listing of Trifecta’s common shares on the Exchange.In that regard, documentation has been filed with the Exchange in support of that listing, with further details in respect of said listing to be disclosed by subsequent news release. Strategic shareholders will not be required to do anything to obtain their Trifecta common shares, as they will be distributed pursuant to the shareholders' list maintained by Strategic's registrar and transfer agent, Computershare Investor Services Inc., as of the Share Distribution Record Date.
Trifecta After Completion Of The Arrangement
Upon completion of the Arrangement, Trifecta will hold interests in four mineral properties, all located within the White Gold District of the Dawson Range Gold Belt in southwestern Yukon.The Eureka, Triple Crown (formerly known as the OOO) and Treble (formerly known as the LLL) properties are all 100% owned by Trifecta.The fourth property (the Trident property) consists of three claim blocks optioned from arm’s-length optionors and a number of claims wholly-owned by Trifecta which it acquired by staking.Of the claims blocks under option, Trifecta has the optional rights to acquire a 100% interest in the CH claims and up to a 75% interest in the Squid East and Squid West claims.Full particulars of Trifecta’s mineral property interests are disclosed in the Company’s Notice of Meeting and Management Information Circular as distributed to its shareholders in connection with the Special General Meeting held on April 21, 2017, and as filed on SEDAR.
Following the completion of the Arrangement, Trifecta will be a reporting issuer in British Columbia and Alberta, the common shares of which will be listed on the Exchange.As of the listing of Trifecta’s shares on the Exchange, Strategic shareholders will hold approximately 86% of the issued and outstanding Trifecta shares, with approximately 9.2% of those shares to be held by Strategic and approximately 4.8% of those shares to be held by the property optionors referred to above.Completion of the Arrangement is subject to a number of conditions, including, but not limited to, Exchange acceptance for both the Arrangement and the listing of Trifecta’s common shares thereon.The Arrangement and the listing of Trifecta’s common shares on the Exchange will not be effected until all such conditions have been satisfied.
Strategic Metals After Completion Of The Arrangement
Following the completion of the Arrangement, Strategic will remain a project generator and the largest claimholder in the Yukon.Strategic’s portfolio of more than 100 projects is the result of 50 years of focussed exploration and research by a team with a track record of major discoveries.Current projects available for option, joint venture or sale include drill-confirmed prospects and drill-ready targets with high-grade surface showings, geochemical anomalies and geophysical features similar to those at nearby deposits.
Strategic has a current cash position of over $16 million and significant shareholdings in a number of active mineral exploration companies including 45.2% of Rockhaven Resources Ltd., 8.3% of ATAC Resources Ltd., 31.1% of Precipitate Gold Corp. and 14.3% of Silver Range Resources Ltd.
ON BEHALF OF THE BOARD
“W. Douglas Eaton”
President and Chief Executive Officer
For further information concerning Strategic or its various exploration projects please visit our website at www.strategicmetalsltd.com or contact:
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This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities of the Company in the United States.The Company's securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Completion of the Arrangement is subject to a number of conditions, including, but not limited to, Exchange acceptance for both the Arrangement and the listing of Trifecta’s common shares thereon.The Arrangement and the listing of Trifecta’s common shares on the Exchange will not be effected until all such conditions have been satisfied.Investors are cautioned that, except as disclosed in Strategic’s Management Information Circular, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon.
This news release may contain forward looking statements based on assumptions and judgments of management regarding future events or results that may prove to be inaccurate as a result of exploration and other risk factors beyond its control, and actual results may differ materially from the expected results.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
