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Strategic Metals Ltd. Announces Project Sale to Territory Metals Corp.

Mergers & Acquisitions

Strategic Metals Ltd. Announces Project Sale to Territory Metals Corp.

July 31 , 2017 - Strategic Metals Ltd. (TSX-V: SMD) (“Strategic”) is pleased to announce that it has sold

six projects located in the Tombstone Gold Belt of central Yukon to Territory Metals Corp. (“Territory”), a

private arms -length company. The six precious metal projects (Mt. Hinton, Plata, Lance/Lois, News,

Naws, Nels) are collectively referred to as the Tombstone Projects.

“Strategic looks forward to working with Territ ory’s experienced and successful management team to

advance this well located package of high -grade gold and silver projects” states Doug Eaton, President and

CEO of Strategic. “During 2017, Strategic has concluded 11 property transactions and, with more than

100 quality projects still in our land bank, we expect to close more deals as this exploration cycle

matures.”

Territory will purchase 100% interests in all six projects under the following terms:

 Strategic will be issued common shares representing 19.9% of the outstanding shares of Territory

after Territory has completed an initial public offering and raised at least $2 million in working

capital;

 Territory will pay $500,000 to Strategic to repay 2017 exploration and acquisition costs incurred

by Strategic on the Tombstone Projects;

 Strategic will hold a 2% net smelter return royalty (NSR) on any large -scale commercial

production from the Tombstone Projects. Territory will have the right to purchase up to 1% of the

NSR for $1,500,000;

 Strategic will hold a 1 0% NSR on any small -scale high -grade production from the Tombstone

Projects;

 Strategic will be paid a $ 1,500,000 milestone payment if Territory identifies a 1 million ounce

gold-equivalent resource on any of the Tombstone Projects. This milestone payment wi ll increase

by $1.00 for each additional ounce of gold equivalent resource that is identified.

 If Territory decides at any time in the futur e to abandon its interest in any of the Tombstone

Projects, the claims comprising that project will be offered back to Strategic at no cost and

Territory will retain no interest in that project.

About Territory Metals Corp.

Territory Metals Corp. is a private corporation lead by a highly experienced exploration team . It plans to

advance district scale precious metals projects located in the Yukon, Canada. Territory is working towards

a public listing which is expected to take place in early 2018.

About Strategic Metals Ltd.

Strategic is a project generator with a portfolio of more than 100 projects that are the product of over 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, geo chemical anomalies and geophysical features, which resemble those

at nearby deposits.

Strategic has a current cash position of over $1 5 million and significant shareholdings in a number of

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active mineral exploration companies including 39.7% of Rockhaven Resources Ltd., 7.3% of ATAC

Resources Ltd., 30.2% of Precipitate Gold Corp. and 14.3% 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:

Corporate Information

Strategic Metals Ltd.

W. Douglas Eaton

President and C.E.O.

Tel: (604) 688-2568

Investor Inquiries

Richard Drechsler

V.P. Communications

Tel: (604) 687-2522

NA Toll-Free: (888) 688-2522

[email protected]

http://www.strategicmetalsltd.com

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.

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.