Strategic Metals Ltd. Announces Shareholder Approval Of Plan Of Arrangement And Sets Share Distribution Record Date
Strategic Metals Ltd. Announces Shareholder Approval Of Plan Of Arrangement
And Sets Share Distribution Record Date
April 26, 2017 - Strategic Metals Ltd. (TSX-V: SMD) (“Strategic” or the “Company”) is pleased to
announce that the Plan of Arrangement (the “Arrangement”) to spin-out certain of the Company’s
assets into Trifecta Gold Ltd. (“Trifecta”) was approved by Strategic shareholders at its Special General
Meeting held on April 21 , 2017, with 99.71% of the votes cast at the Meeting having been in favour of the
Arrangement. Under the Arrangement, Strategic will distribute to its own shareholders most of the Trifecta
common shares it has acquired, on the basis of one Trifecta common share for each four and one-half (4 ½)
shares of Strategic h eld. The Trifecta common shares will be distributed to persons who are
shareholders of Strategic at the close of business (Vancouver time) on May 5, 2017 (the
"Share Distribution Record Date"), with the distribution to be made contemporaneously with the
listing of Trifecta’s shares on the TSX Venture Exchange (the “Exchange”).
Strategic obtained final approval for the Plan of Arrangement from the Supreme Court of British Columbia
(the “Court”) on April 25, 2017. The final Order of the Court will be filed in due course with the British
Columbia Registrar of Companies, in conjunction with the listing of Trifecta’s common shares on the
Exchange. In that regard, documentation has be en filed with the Exchange in support of that listing, with
further details in respect of said listing to be disclosed by subsequent news release. Strategic shareholders
will not be required to do anything to obtain their Trifecta common 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 th e LLL) 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 are disclosed in the Company’s Notice of Meeting and Management Information Circular
as distributed to its shareholders in connection with the Special General Meeting held on April 21, 2017,
and as 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.
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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
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, geochemical anomalies and geophysical features similar to those at nearby deposits.
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.