March 20, 2017 – Strategic Metals Ltd. (TSX-V: SMD) (“Strategic” or the “Company”) announces, further to its news release of March 13, 2017, that on March 16, 2017, the Supreme Court of British Columbia (the “Court”) issued an interim order that Strategic is authorized and directed to call, hold and conduct a special meeting (the “Meeting”) of its common shareholders to be held at 10:00 a.m. on April 21, 2017, at which the Strategic shareholders will consider, and if deemed advisable, approve and adopt, with or without amendment, by way of a special resolution (the “Arrangement Resolution”) to be passed by at least two-thirds (2/3) of the votes cast by eligible shareholders present in person or by proxy at the Meeting, the Arrangement Agreement and the Plan of Arrangement (collectively, the “Arrangement”) involving Strategic, its shareholders and Trifecta Gold Ltd. (“Trifecta”). The Record Date for the determination of the Strategic shareholders who will be entitled to receive the materials for the Meeting was the close of business on March 16, 2017. Upon approval of the special resolution as provided for herein at the Meeting and receipt of a Final Order from the Court, Strategic will fix the Share Distribution Record Date, which will establish the Strategic shareholders who will be entitled to receive Trifecta shares pursuant to the Arrangement. It is anticipated that the Share Distribution Record Date will be on or about April 27, 2017, with confirmation of the actual date to be provided by Strategic by way of a subsequent news release.
Full details of the Arrangement are contained within a management information circular that will be mailed to registered Strategic shareholders and to brokerage intermediaries on behalf of beneficial Strategic shareholders where applicable at least 21 days before the date of the Meeting. This management information circular, together with the form of proxy to be sent to Strategic’s shareholders, can now be reviewed by interested persons under Strategic’s profile at www.sedar.com. Under the Arrangement, Strategic has sold its Eureka, LLL and OOO properties to Trifecta and invested $750,000 by way of private placements to acquire 22,000,000 Trifecta common shares. Strategic will distribute most of these Trifecta common shares to Strategic shareholders on the basis of one Trifecta common share for each four and one-half (4 ½) shares of Strategic held as of the Share Distribution Record Date. Upon completion of the Arrangement, Strategic will retain approximately 9.8% of the Trifecta shares then outstanding.
The listing of Trifecta’s common shares is expected to occur shortly after the filing of the final Court Order approving the Arrangement with each of the Registrar of Companies for British Columbia and the TSX Venture Exchange, subject to Trifecta having filed all requisite supporting documents with the Exchange.
About Strategic Metals Ltd.
Strategic is a project generator and the largest claim holder in 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., 31.06% of Precipitate Gold Corp. and 15.3% 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:
Strategic Metals Ltd.
W. Douglas Eaton
President and C.E.O.
Tel: (604) 688-2568
Tel: (604) 687-2522
NA Toll-Free: (888) 688-2522
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, the approval of Strategic’s shareholders by way of special resolution, and 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.
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.
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.