Buccaneer Gold Corp. (CSE: BUCK) (“
Buccaneer”) is
pleased to announce that it has entered into a share exchange
agreement (the “
Agreement”) with Strategic
Minerals Europe Inc. (“
Strategic”), a privately
held company existing under the laws of Ontario, pursuant to which
Buccaneer and Strategic have agreed to complete a transaction that
will result in a reverse-takeover of Buccaneer by the current
shareholders of Strategic (the “
RTO” or
“
Transaction”). The Agreement was negotiated at
arm’s length and is dated August 24, 2021. The closing of the
Transaction will be subject to a number of terms and conditions
including the receipt of all necessary regulatory and third-party
consents and approvals, the listing of the resulting issuer on the
NEO Exchange Inc. (“
NEO”) and the delisting of
Buccaneer from the Canadian Securities Exchange
(“
CSE”). Buccaneer and Strategic are not related
parties.
About Buccaneer
Buccaneer is a mineral exploration company
focused on the acquisition, exploration, and development of mineral
properties. Pursuant to securities legislation, Buccaneer is a
“reporting issuer” in Ontario, Alberta and British Columbia whose
shares are listed on the CSE. The Company has one material
property, namely, the Massey Silica property, covering
approximately 128 hectares near Sudbury, ON, approximately 7 km
north of Massey, ON.
Additional information on Buccaneer can be found
by reviewing its profile on SEDAR at www.sedar.com.
About Strategic Minerals Europe
Inc.
Strategic Minerals Europe Inc. was incorporated
in Ontario, Canada on June 17, 2021. Strategic’s wholly owned
subsidiary Strategic Minerals Spain, S.L. (“SMS”),
a corporation incorporated pursuant to Spanish law, is involved in
the identification, exploration, and development of mineral
resource properties, predominantly in Spain. SMS hold permits and
licenses pertaining to two mining projects in Spain, which are
referred to as the Alberta II Project and the Penouta Project,
respectively. Strategic is continuing to focus on exploration,
expansion and modernization activities through the Transaction
described in this press release. Strategic is not a “reporting
issuer” under applicable securities legislation.
Terms of the Transaction
It is currently anticipated that the Transaction
will be effected by way of a share exchange.
There is currently an aggregate of 31,027,667
outstanding common shares in the capital of Buccaneer (each, a
“Buccaneer Common Share”) and 225,755,000 common
shares in the capital of Strategic (each, a “Strategic
Share”). Additionally, Strategic has 27,007,395 share
purchase warrants outstanding (the “Strategic
Warrants”), with each Strategic Warrant being exercisable
into one Strategic Share at an exercise price of $0.40 and expiring
on July 15, 2026.
Pursuant to the proposed Transaction, the
holders of the issued and outstanding Strategic Shares shall
receive one post-Consolidation (as defined below) Buccaneer Common
Share for each Strategic Share held. Buccaneer has agreed to seek
shareholder approval for, among other things, the consolidation of
its outstanding shares at a 5:1 ratio to result in there being
approximately 6,200,000 Buccaneer Common Shares outstanding
immediately prior to the closing of the Transaction (the
“Consolidation”). In connection with completion of
the Transaction, Buccaneer intends to issue approximately
27,007,395 Resulting Issuer Warrants to the existing warrantholders
of Strategic and approximately 1,551,383 Resulting Issuer Warrants
to existing shareholders of Buccaneer.
On or immediately prior to the completion of the
proposed Transaction, it is anticipated that Buccaneer will effect;
(i) the Consolidation, and (ii) the Name Change (as defined
herein). Additionally, the board of directors of Buccaneer shall be
reconstituted to consist of nominees Strategic and all existing
officers of Buccaneer shall resign and be replaced by nominees of
Strategic, as further described below.
In connection to the Transaction, Strategic has
completed a non-brokered offering of 24,765,000 Units
(“Strategic Units”) at a price of $0.25 per
Strategic Unit (the “Non-Brokered Offering”) for
gross proceeds of approximately $6,200,000. Each Strategic Unit
consists of one Strategic Share and one Strategic Warrant. Each
Strategic Warrant is exercisable into one Strategic Share at a
price of $0.40 for a period expiring on July 15, 2026. A finder’s
fee of 1,298,400 Strategic Units and $46,875 was paid to certain
registrants related to the Non-Brokered Offering.
The net proceeds from the Non-Brokered Offering
will be used for (i) exploration and exploitation of the Penouta
Mine, located in Spain; (ii) exploration of the Alberta II Project,
located in Spain; (iii) general working capital purposes; (iv) tin
smelter costs; and (v) payment of expenses incurred in connection
with the Offering.
Upon completion of the Transaction, there will
be approximately 232,000,000 post-Consolidation common shares of
the combined entity (the “Resulting Issuer”)
issued and outstanding.
The proposed Transaction is subject to requisite
regulatory approvals and standard closing conditions, including the
listing of the Buccaneer Shares on the facilities of the NEO, as
well as the conditions described below. Upon completion of the
Transaction, it is the intention of the parties that the Resulting
Issuer will continue to focus on the current business and affairs
of SMS.
Insiders, Officers and Board of
Directors of the Resulting Issuer
It is expected that upon completion of the
Transaction, the Resulting Issuer will have a board of five
individuals, all of whom shall be nominated by Strategic. As of the
date hereof, and subject to regulatory approval, Strategic
anticipates that the Resulting Issuer will have the following
officers and directors (with additional board nominees to be named
later):
Name and Municipality of Residence |
Proposed Position with the Resulting Issuer |
Present Principal Occupation or Employment, Principal
Occupation or Employment for the Past Five Years or More, and Other
Current Public Directorships |
Jaime Perez BrangerMadrid, Spain |
Chief Executive Officer and Director |
Jaime Perez Branger has over 30 years of experience in finance and
capital markets. He has been a director of Strategic Minerals Spain
since January 2018, has served as Managing Director of Next
Ventures Corp., a financial advisory firm, from January 2012 to
January 2018 and was the Executive Chairman of Petro Magdalena
Energy Corp. from June 2011 to July 2012. Mr. Perez Branger was
also the President of C.A. Agropecuria from May 2003 to October
2011. He was the founder and Managing Director of Andino Capital
Markets in 1996; Vice President of Vestoco Partners Inc. from 1991
to 1995; and Vice President at Citibank in Caracas from 1990 to
1991. He also serves on the board of Caribbean Resources
Corporation and Gran Colombia Gold Corp. (“GCGC”),
among other private and public companies. Mr. Perez Branger holds a
Master’s Degree of Economics from the London School of
Economics. |
Ana Ruiz-Maya Madrid, Spain |
Chief Financial Officer |
Ana Ruiz-Maya Perez has over 25 years of experience in finance with
wide experience in finance departments of multi-national companies
across various sectors. She was the CFO at Steelco Group and
financial controller at Cibes Lift Group and various medical device
companies. She holds a master’s degree of economics and business
administration from the University of Madrid. |
Miguel de la CampaLisbon, Portugal |
Chairman of the Board of Directors |
Miguel de la Campa has served as vice chairman of the GCGC board of
directors since March 27, 2019 and was the executive co-chairman of
the GCGC board of directors from August 20, 2010 to March 27, 2019.
He has served as a director of Western Atlas Resources Inc. since
October 9, 2019 and a director of Strategic Minerals Spain, S.L.
since January 2018. Mr. de la Campa was also the executive
co-chairman of the board of Pacific Exploration & Production
Corporation from January 23, 2008 to November 2, 2016. Previously,
Mr. de la Campa was the president and co-founder of Bolivar Energy
Corp., a director of Petro Magdalena Energy Corp. and a co-founder
of Pacific Stratus Energy. |
Campbell Becher Toronto, Ontario |
Director |
Campbell Becher has extensive experience in the capital markets
industry. He was the Chief Executive Officer of Bryon Capital
Markets for over five years and has been President of Orchid
Capital Partners Corp. since 2014. Since February 2021, Mr. Becher
has also held the position of President at Becher Family
Holdings. |
Francisco PolonioSalamanca, Spain |
Director |
Francisco Garcia Polonio is the co-founder of SMS and has been its
executive director since January 2011. In line with his search for
projects related mainly to mining, he is also the chief executive
officer and founder of Salamanca Ingenieros. Mr. Polonio has a PhD
in mine engineering from the Polytechnic University of Madrid
(“UPM”) and a master’s degree in storing
radioactive waste from UPM, and a master’s degree in corporate
finance from the IE Business School. |
Conditions to the
Transaction
Completion of the Transaction will be subject to
a number of conditions of closing that are customary for a
transaction of this nature, including, without limitation:
- Buccaneer shall obtain the
requisite shareholder approvals in connection with the following
matters: (i) the Consolidation; (ii) a change of name to “Strategic
Minerals Europe Inc.” or such other name as may be requested by
Strategic and acceptable to applicable regulatory authorities (the
“Name Change”); and (iii) the appointment of the
directors of the Resulting Issuer to replace the current directors
of Buccaneer immediately following the completion of the proposed
Transaction.
- Completion of the Non-Brokered Offering for minimum gross
proceeds of at least $5,300,000.
- Buccaneer’s debt shall not be
greater than $20,000 comprised of trade payables of less than 30
days or less, excluding accruals for legal fees incurred in
connection with the Transaction (subject to a maximum of $40,000,
excluding applicable taxes and disbursements).
- Buccaneer having available cash on hand of no less than
$153,000.
- The common shares of the Resulting
Issuer having been approved for listing on the NEO.
Application for listing has not been made to the NEO and no
representation is made that a NEO listing will be obtained.
Further Information
All information contained in this news release
with respect to Buccaneer and Strategic was supplied by the parties
respectively for inclusion herein, and each party and its directors
and officers have relied on the other party for any information
concerning the other party.
For further information regarding the proposed
Transaction, please contact:
James Longshore, CEOBuccaneer Gold Corp.416
628-2881buccaneergoldcorp@gmail.com
Jaime Perez Branger, CEOStrategic Minerals
Europe Inc.+34 911 610 362
CAUTIONARY NOTE
REGARDING FORWARD-LOOKING
INFORMATION:
This news release contains “forward-looking
information” and “forward-looking statements” (collectively,
“forward-looking statements”) within the meaning of the applicable
Canadian securities legislation. All statements, other than
statements of historical fact, are forward-looking statements and
are based on expectations, estimates and projections as at the date
of this news release. Any statement that involves discussions with
respect to predictions, expectations, beliefs, plans, projections,
objectives, assumptions, future events or performance (often but
not always using phrases such as “expects”, or “does not expect”,
“is expected”, “anticipates” or “does not anticipate”, “plans”,
“budget”, “scheduled”, “forecasts”, “estimates”, “believes” or
“intends” or variations of such words and phrases or stating that
certain actions, events or results “may” or “could”, “would”,
“might” or “will” be taken to occur or be achieved) are not
statements of historical fact and may be forward-looking
statements. In this news release, forward-looking statements
relate, among other things, to: the terms and conditions of the
proposed Transaction; the terms and conditions of the Non-Brokered
Offering; receipt of all regulatory licenses required for mining
exploration activities abroad; use of proceeds raised in the
Non-Brokered Offering, the proposed officers and directors of the
Resulting Issuer; and the business and operations of the Resulting
Issuer after the consummation of the proposed Transaction.
Forward-looking statements are necessarily based upon a number of
estimates and assumptions that, while considered reasonable, are
subject to known and unknown risks, uncertainties, and other
factors which may cause the actual results and future events to
differ materially from those expressed or implied by such
forward-looking statements. Such factors include, but are not
limited to: general business, economic, competitive, political and
social uncertainties; and the delay or failure to receive board,
shareholder or regulatory approvals. There can be no assurance that
such statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue
reliance on the forward-looking statements and information
contained in this news release.
Strategic’s and Buccaneer’s operations could be
significantly adversely affected by the effects of a widespread
global outbreak of a contagious disease, including the recent
outbreak of illness caused by COVID-19. It is not possible to
accurately predict the impact COVID-19 will have on operations and
the ability of others to meet their obligations, including
uncertainties relating to the ultimate geographic spread of the
virus, the severity of the disease, the duration of the outbreak,
and the length of travel and quarantine restrictions imposed by
governments of affected countries. In addition, a significant
outbreak of contagious diseases in the human population could
result in a widespread health crisis that could adversely affect
the economies and financial markets of many countries, resulting in
an economic downturn that could further affect operations and the
ability to finance its operations.
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