VANCOUVER, BC, Jan. 23,
2023 /CNW/ - Strategic Resources Inc. (TSXV:
SR) (the "Company" or "Strategic") is pleased to announce it has
closed its $500,000 convertible note
(the "Notes") financing announced on December 13, 2022. In addition, the Company has
received conditional approval from the TSX Venture Exchange for the
issuance of $13.5 million of
subscription receipts (the "Receipts"). Collectively, the Notes and
Receipts constitute the Offering to support the reverse takeover of
BlackRock Metals Inc. (the "Transaction") announced on December 13, 2022.
Offering Details
The Company has issued $500,000 of
convertible, unsecured notes with a coupon rate of 10%. Notes
will mature on the earliest of (i) the closing of the Transaction
(the "Closing Date"), (ii) that date being six months following the
Transaction is terminated, or (iii) 48 months following the date of
issuance. The principal and any accrued interest under
the Notes are convertible into Shares on the following bases:
- in the event that the Company's Shares remain halted from
trading on the Exchange up to and including the Closing Date, the
principal under the Notes will automatically convert to Shares upon
the Closing Date at $0.50 per Share,
and the accrued interest will concurrently, subject to obtaining
the prior approval of the Exchange, convert to Shares at
$0.50 per Share; or
- in the event that the Company's Shares resume trading on the
Exchange prior to the Closing Date, the principal under the Note
will automatically convert to Shares upon the Closing Date at
$0.50 per Share, and the accrued
interest will concurrently, subject to obtaining the prior approval
of the Exchange, convert into Shares at a price determined by the
Market Price (as defined in Exchange Policy 1.1) as of the Closing
Date; or
- if the Transaction is not completed, then at any time after
termination of the Transaction, the Subscriber may elect to convert
(i) any portion of the principal amount of the Note into Shares at
the conversion price of $0.35 per
Share, and (ii) any accrued interest to the date of conversion,
subject to obtaining the prior approval of the Exchange, at a price
determined by the Market Price.
Strategic intends to issue 27,000,000 Receipts at $0.50 per Receipt for gross proceeds of
$13,500,000. Each Receipt will
automatically convert to one common share of the Company on the
Closing Date. In the event the Transaction fails to close by
March 31, 2023 (or such other date as
may be agreed upon), the Receipt proceeds will be returned to
investors without interest or deduction. The Company plans to use
the net proceeds from the Receipts to advance BlackRock to a
construction decision, continue permitting and pre-feasibility
study work at Mustavaara, and for general corporate purposes. The
Receipts are subject to certain conditions customary for placements
of this nature, including approval of the TSXV.
Investissement Québec's participation in the offering of Receipts
is subject to final authorizations prior to closing.
All prices are on a pre-consolidated basis. All securities
issued in the Offering will be subject to a statutory hold period
of four months and one day.
The securities to be offered pursuant to the Offering have not
been, and will not be, registered under the U.S. Securities Act of
1933, as amended (the "U.S. Securities Act") or any U.S. state
securities laws, and may not be offered or sold in the United States or to, or for the account or
benefit of, United States persons
absent registration or any applicable exemption from the
registration requirements of the U.S. Securities Act and applicable
U.S. state securities laws. This news release shall not constitute
an offer to sell or the solicitation of an offer to buy securities
in the United States, nor shall
there be any sale of these securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful.
Certain officers, directors and other insiders of Strategic may
participate in the Receipt Offering. This constitutes a "related
party transaction" within the meaning of TSXV Policy 5.9 and
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). The Company will
rely on exemptions from the formal valuation and minority
shareholder approval requirements of MI 61-101 contained in
sections 5.5(a) and 5.7(1)(a) thereof in respect of related party
participation in the Offering as neither the fair market value (as
determined under MI 61-101) of the subject matter of, nor the fair
market value of the consideration for, the Offering, insofar as it
involves the related parties, will exceed 25% of the Company's
market capitalization (as determined under MI 61-101).
About Strategic
Resources
Strategic Resources Inc. (TSXV: SR) is a Vancouver, Canada-based mineral exploration
and development company focused on vanadium projects in
Finland. The Company is primarily
focused on its flagship Mustavaara vanadium-iron-titanium project
in Finland.
Further details are available on the Company's website
at https://strategic-res.com/.
To follow future news releases, please sign up
at https://strategic-res.com/contact/.
STRATEGIC RESOURCES INC.
Signed: "Scott Hicks"
Scott Hicks, CEO
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, TSXV acceptance and if
applicable, disinterested shareholder approval. Where applicable,
the transaction cannot close until the required shareholder
approval is obtained. There can be no assurance that the
transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the transaction, any information released or
received with respect to the transaction may not be accurate or
complete and should not be relied upon. Trading in the securities
of Strategic should be considered highly speculative. The TSXV has
in no way passed upon the merits of the proposed transaction and
has neither approved nor disapproved the contents of this news
release.
Cautionary Note Regarding
Forward-Looking Information
Certain statements and information herein, including all
statements that are not historical facts, contain forward-looking
statements and forward-looking information within the meaning of
applicable securities laws. Such forward-looking statements or
information include but are not limited to statements or
information with respect to (i) closing of the Transaction; (ii)
completion of the Offering and the future uses thereof; and (iii)
obtaining all necessary shareholder and regulatory approvals to the
Transaction. Often, but not always, forward-looking statements or
information can be identified by the use of words such as "will" or
"projected" or variations of those words or statements that certain
actions, events or results "will", "could", "are proposed to", "are
planned to", "are expected to" or "are anticipated to" be taken,
occur or be achieved.
With respect to forward-looking statements and information
contained herein, the authors of the FS have made numerous
assumptions including among other things, assumptions about general
business and economic conditions, the prices of vanadium, titanium
and pig iron, and anticipated costs and expenditures. Their list of
assumptions may not be exhaustive, and no assurances can be given
that any or all of the assumptions will prove to be inaccurate, or
that conditions will not change in a manner that results in some or
all of the assumptions becoming inaccurate.
Although management of the Company believes that the
assumptions made and the expectations represented by all
forward-looking statements or information are reasonable, there can
be no assurance that a forward-looking statement or information
herein will prove to be accurate. Forward-looking statements and
information by their nature are based on assumptions and involve
known and unknown risks, uncertainties and other factors which may
cause the Company's actual results, performance or achievements, or
industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements or information. These factors include,
but are not limited to: risks associated with the business of the
Company; business and economic conditions in the mining industry
generally; the supply and demand for labour and other project
inputs; changes in commodity prices; changes in interest and
currency exchange rates; risks relating to inaccurate geological
and engineering assumptions (including with respect to the tonnage,
grade and recoverability of reserves and resources); risks relating
to unanticipated operational difficulties (including failure of
equipment or processes to operate in accordance with specifications
or expectations, cost escalation, unavailability of materials and
equipment, government action or delays in the receipt of government
approvals, industrial disturbances or other job action, and
unanticipated events related to health, safety and environmental
matters); risks relating to adverse weather conditions; political
risk and social unrest; changes in general economic conditions or
conditions in the financial markets; and other risk factors as
detailed from time to time in the Company's continuous disclosure
documents filed with Canadian securities administrators. Strategic
does not undertake to update any forward-looking information,
except in accordance with applicable securities laws.
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SOURCE Strategic Resources Inc.