Strategic Metals Ltd. receives Interim Order from the Supreme Court of British Columbia to Hold Special General Meeting on
Strategic Metals Ltd. receives Interim Order from the Supreme Court of
British Columbia to Hold Special General Meeting on April 21, 2017
To Approve Spin-Out of Trifecta Gold Ltd.
March 20, 2017 – Strategic Metals Ltd. (TSX -V: SMD) (“Strategic” or the “Company” ) announces,
further to its news release of March 13, 2017, that on March 16, 2017, the Supreme Court of British
Columbia (the “Court”) issued an interim order that Strategic is authorized and directed to call, hold and
conduct a special meeting (the “Meeting” ) of its common shareholders to be held at 10:00 a.m. on April
21, 2017, at which the Strategic shareholders will consider, and if deemed advisable, approve and adopt,
with or without amendment, by way of a special resolution (the “Arrangement Resolution”) to be passed
by at least two -thirds (2/3) of the votes cast by eligible shareholders present in person or by proxy at the
Meeting, the Arrangement Agreement and the Plan of Arrangement ( collectively, the “Arrangement”)
involving Strategic, its shareholders and Trifecta Gold Ltd. (“Trifecta”). The Record Date for the
determination of the Strategic shareholders who will be entitled to receive the materials for the Meeting
was the close of business on March 16, 2017. Upon approval of the special resolution as provided for
herein at the Meeting and receipt of a Final Order from the Court, Strategic will fix the Share Distribution
Record Date, which will establish the Strateg ic shareholders who will be entitled to receive Trifecta
shares pursuant to the Arrangement. It is anticipated that the Share Distribution Record Date will be on
or about April 27, 2017, with confirmation of the actual date to be provided by Strategic by way of a
subsequent news release.
Full details of the Arrangement are contained within a management information circular that will be
mailed to registered Strategic shareholders and to brokerage intermediaries on behalf of beneficial
Strategic shareholders where applicable at least 21 days before the date of the Meeting. This management
information circular, together with the form of proxy to be sent to Strategic’s shareholders, can now be
reviewed by interested persons under Strategic’s profile at www.sedar.com. Under the Arrangement ,
Strategic has sold its Eureka, LLL and OOO properties to Trifecta and invested $750,000 by way of
private placements to acquire 22,000,000 Trifecta common shares. Strategic will distribute most of these
Trifecta common shares to Strategic shareholders on the basis of one Trifecta common share for each four
and one-half (4 ½) shares of Strategic held as of the Share Distribution Record Date. Upon completion of
the Arrangement, Strategic will retain approximately 9.8% of the Trifecta shares then outstanding.
The listing of Trifecta’s common shares is expected to occur shortly after the filing of the final Court
Order approving the Arrangement with each of the Registrar of Companies for British Columbia and the
TSX Venture Exchange , subject to Trifecta having filed all requisite support ing documents with the
Exchange.
About Strategic Metals Ltd.
Strategic is a project generator and the largest claim holder in 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
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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., 31.06% of Precipitate Gold Corp. and 15.3% 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 websi te 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 re gistration is available. Completion of the Arrangement
is subject to a number of conditions, including, but not limited to, the approval of Strategic’s shareholders by way of
special resolution, and Exchange acceptance for both the Arrangement and the li sting 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 Ma nagement
Information Circular, any information released or received with respect to the Arrangement may not be accurate or
complete and should not be relied upon.
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.
This news release may contain forward looking statements based on assumptions and judgments of management
regarding future events or resu lts 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.