Strategic Metals Ltd. Announces Share Distribution Record Date in connection with its Plan of Arrangement with Trifecta Gold Ltd.
Strategic Metals Ltd. Announces Share Distribution Record Date
in connection with its Plan of Arrangement with Trifecta Gold Ltd.
May 19 , 2017 - Strategic Metals Ltd. (TSX-V: SMD) (“Strategic” or the “Company”) announces, further
to its April 26, 2017 and April 27, 2017 news releases , that the TSX Venture Exchange (the “Exchange”)
has granted conditional approval for the listing of the common shares of Trifecta Gold Ltd. (“Trifecta”)
thereon pursuant to its Plan of Arrangement (the “Arrangement”) with Strategic, subject to Trifecta
satisfying all of the balance of the Exchange’s conditions for listing.
As previously disclosed, under the Arrangement Strategic will distribute to its own shareh olders most of
the Trifecta shares it has acquired on the basis of one Trifecta common share for each four and one -half (4
½) shares of Strategic held. The Trifecta common shares will be distributed to persons who are
shareholders of Strategic at the clos e of bus iness (Vancouver time) on May 31 , 2017 (the “Share
Distribution Record Date”), with the distribution to be made shortly thereafter.
Strategic shareholders will not be required to do anything to obtain their Trifecta shares, as they will be
distributed pursuant to the shareholders’ list maintained by Strategic’s registrar and transfer agent,
Computershare Investor Services Inc., as of the Share Distribution Record Date.
Trifecta After Completion Of The Arrangement
Upon completion of the Arrangement, Trifecta will hold interests in four mineral properties, all located
within the White Gold District of the Dawson Range Gold Belt in southwestern Yukon. The Eureka, Triple
Crown (formerly known as the OOO) and Treble (formerly known as the LL L) properties are all 100%
owned by Trifecta. The fourth property (the Trident property) consists of three claim blocks optioned from
arm’s-length optionors and a number of claims wholly -owned by Trifecta which it acquired by staking. Of
the claims blocks under option, Trifecta has the optional rights to acquire a 100% interest in the CH claims
and up to a 75% interest in the Squid East and Squid West claims. Full particulars of Trifecta’ s mineral
property interests will be disclosed in Trifecta’s Listin g Application upon receipt of final acceptance from
the Exchange therefor, with the Listing Application then to be filed on SEDAR.
Following the completion of the Arrangement, Trifecta will be a reporting issuer in British Columbia and
Alberta, the common shares of which will be listed on the Exchange. As of the listing of Trifecta’s shares
on the Exchange, Strategic shareholders will hold approximately 86% of the issued and outstanding Trifecta
shares, with approximately 9.2% of those shares to be held by Strategic and approximately 4.8% of those
shares to be held by the property optionors referred to above . Completion of the Arrangement is subject to
a number of conditions, including, but not limited to, 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.
Strategic Metals After Completion Of The Arrangement
Following the completion of the Arrangement, Strategic will remain a project generator and the largest
claimholder in the Yukon. Strategic’s portfolio of more than 100 projects is the result of 50 years of focused
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.
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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., 31.1% 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
http://www.strategicmetalsltd.com
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, 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 M anagement Information Circular, any information released or received with
respect to the Arrangement may not be accurate or complete and should not be relied upon.
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.