March 13, 2017 – Strategic Metals Ltd. (TSX-V: SMD) (“Strategic” or the “Company”) is pleased to announce that it will hold a special general meeting (the “Meeting”) on Friday, April 21, 2017 at which Strategic shareholders will vote on a special resolution to spin-out certain of the Company’s assets into a new company, Trifecta Gold Ltd., through a plan of arrangement (the “Arrangement”). Upon approval of the special resolution by at least two-thirds of the votes cast at the Meeting and receipt of the final Court Order from the Supreme Court of British Columbia, Strategic will fix the Share Distribution Record Date, establishing the Strategic shareholders who will be entitled to receive Trifecta shares. 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 subsequent news release.
Full details of the spin-out transaction are contained within a management information circular that will be mailed to Strategic shareholders. This management information circular, together with the form of proxy to be sent to Strategic’s shareholders, can be reviewed by interested persons at www.sedar.com. Under the Arrangement, Strategic has sold its Eureka, LLL and OOO properties to Trifecta Gold Ltd. 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) share of Strategic held. Upon completion of the transaction, 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.