Strategic Resources Closes First Tranche of Subscription Receipts
Strategic Resources Closes First Tranche of Subscription
Receipts
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:
or
.
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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https://www.prnewswire.com/news-releases/strategic-resources-closes-first-tranche-of-subscription-receipts-301758608.html
SOURCE
Strategic Resources Inc.
View original content:
http://www.newswire.ca/en/releases/archive/February2023/28/c9880.html
%SEDAR: 00021914E
For further information:
Scott Hicks, [email protected], T: +1 604 646 1890
CO: Strategic Resources Inc.
CNW 16:30e 28-FEB-23