VANCOUVER, BC, Feb. 28,
2023 /CNW/ - Strategic Resources Inc. (TSXV:
SR) (the "Company" or "Strategic") is pleased to announce
it has closed its first tranche of the $13.5
million subscription receipts (the "Receipts" or "Receipt
Offering") financing announced on December
13, 2022. The $9.2 million
first tranche consisted of $4.3
million from Orion Resource Partners (USA) LP, $3.0
million from Ross Beaty and
$1.9 million from other investors.
The $4.3 million balance of the
Receipts is expected from Investissement Québec following necessary
authorizations.
Offering Details
Strategic intends to issue a total of 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 closing
of the Company's acquisition of BlackRock Metals Inc. In the event
the acquisition 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 Metals Inc. 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 Receipt Offering is subject to final
authorizations prior to closing.
All prices are on a pre-consolidated basis. All securities
issued in the Receipt Offering will be subject to a statutory hold
period of four months and one day.
The securities to be offered pursuant to the Receipt 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
participated 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 Receipt 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 Receipt
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. The Company is
currently in the process of closing the acquisition of BlackRock
Metals Inc.
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/.
Follow us on: Twitter or Linkedin.
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.
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.