VANCOUVER, April 24, 2019 /CNW/ - Strategic Resources
Inc. (TSXV: STI) (the "Company" or "Strategic") is pleased
to announce signing two separate earn-in agreements to acquire 100%
of the Silasselkä Project owned by Aurion Resources ("Aurion") and
100% of the Akanvaara Project owned by Magnus Minerals ("Magnus")
(the "Acquisitions") on April 10,
2019. Both projects are located in northern Finland and have historical drilling on them.
The Acquisitions constitute Fundamental Acquisitions under the TSX
Venture policies and are both arm's length agreements. In addition
to the Acquisitions, the Company has also submitted applications in
Peru to stake approximately 11,700
hectares of prospective vanadium claims.
In connection with the Acquisitions the Company will be
completing a non-brokered private placement financing of up to
approximately 16.1 million shares at a price of $0.23 per share, for aggregate gross proceeds of
up to $3.7 million (the "Offering").
The use of proceeds will be to fund the cash portion of the
acquisitions, exploration expenditures, repayment of debt and for
general corporate purposes and working capital. Post the closing of
the Offering, Aurion and Magnus will own 9.6% and 8.0% of Strategic
respectively.
Upon the closing of the Acquisitions and the Offering,
Mark Tommasi, Steven Brassard and Blair McIntyre will step down as CEO &
Director, CFO and Director respectively. Scott Hicks and Martin Rip will assume the roles
of CEO & Director and CFO. Leo
Hathaway will be appointed as VP Exploration. Lyle Braaten will be appointed as VP Legal. The
Company will also be appointing two new board members, Aurion and
Magnus' nominees, Mark Serdan and
Timo Mäki respectively. Shareholder consent will be required to
enact the aforementioned changes to management and the board.
Strategic shares held by new and remaining management and directors
as of the closing of the Acquisitions will be subject to a
three-year escrow period.
In connection with the Acquisitions, a finder's fee of 400,000
shares will be payable to Medalist Capital Ltd. upon closing. Both
the closing of the Acquisitions and the Offering are subject to the
approval of the TSX Venture Exchange.
Silasselkä Project Acquisition From Aurion
The Silasselkä Project is located in northern Finland, approximately 190 km north of
Rovaniemi and 850 km north of Helsinki. Access to the property is provided
by paved highways and a network of gravel forestry roads.
Historical drilling defined four vanadium-rich magnetite zones
located along a 16 km long magnetic anomaly. Approximately 7,400
metres of drilling over 72 holes has been completed on the
property. Strategic plans to twin select prior drilling and
complete new drilling, which is expected to lead to a maiden
National Instrument 43-101 ("NI 43-101") resource estimate.
Aurion will grant Strategic the irrevocable and exclusive option
to acquire up to a 100% interest in the Silasselkä Project through
a two stage earn-in agreement.
First Earn-In Terms for 75% Project Stake:
I.
|
Issue 3.0 million
shares and pay C$500,000 upon closing
|
II.
|
Issue an additional
1,916,667 shares, and have spent C$1,000,000 of exploration
expenditures before 12 months following the closing date
|
III.
|
Issue an additional
1,916,667 shares and have spent an additional C$1,000,000 of
exploration expenditures before 24 months following the closing
date
|
Second Earn-In Terms for 25% Project Stake:
I.
|
Issue 1,166,666
shares and have spent an additional C$1,000,000 of exploration
expenditures before 36 months following the Closing Date
|
Aurion will have the right to appoint one board nominee so long
as it holds more than 5% of the outstanding shares of Strategic.
Aurion will also have the right to maintain their pro rata equity
ownership in the Company through participating in any subsequent
financings undertaken by the Company.
A third party holds a 3.0% net smelter returns royalty (the
"Royalty") on Aurion's Finnish properties, including Silasselkä.
Aurion has the right to buy the entire Royalty for €4,000,000 at
any time before May 2020. In the
event Aurion acquires any or all of the Royalty, Strategic will
have the option to purchase from Aurion up to one-half of such
purchased Royalty, as it pertains to the Silasselkä property, on a
proportionate value basis.
In the event Strategic exercises the Second Earn-in, and within
five years thereafter it is determined that Silasselkä contains at
least 300,000 ounces of gold in the Indicated mineral resource
category or better, then Strategic will issue an additional 3.0
million shares to Aurion.
Akanvaara Project Acquisition From Magnus
The Akanvaara Project is located in northern Finland, approximately 130 km north-east of
Rovaniemi and 780 km north of Helsinki. Access to the property is provided
by paved highways and a network of gravel forestry roads.
Approximately 17,400 metres of drilling over 112 holes has been
completed on the property. Strategic plans to twin select prior
drilling and complete new drilling, which is expected to lead to a
maiden NI 43-101 resource estimate.
Magnus will grant Strategic the irrevocable and exclusive option
to acquire up to a 100% interest in the Akanvaara Project through a
two stage earn-in agreement.
First Earn-In Terms for 70% Project Stake:
I.
|
Issue 2.5 million
shares and pay 25% of the value of the shares on the date of
closing in cash to a maximum of C$200,000
|
II.
|
Have spent C$750,000
of exploration expenditures before 24 months following the Closing
Date
|
III.
|
Grant a 0.7% net
smelter royalty ("NSR") on the project
|
Second Earn-In Terms for 30% Project Stake:
I.
|
Issue an additional
0.7 million share
|
II.
|
Have spent an
additional C$1,000,000 of exploration expenditures before 36 months
following the Closing Date
|
III.
|
Grant an additional
0.3% NSR on the project, bringing the total NSR to 1.0%
|
Magnus will have the right to appoint one board nominee so long
as it holds more than 5% of the outstanding shares of
Strategic.
Peruvian Claim Package
The Company has successfully applied for approximately 11,700
hectares of claims across six discrete land packages. These are
expected to be granted in approximately 2 months, following the
standard application timeline and procedure. The 'Strat 3' claim
package, which is approximately 2,000 hectares in size, is 7
kilometres south-west and on strike from Mina Raga. Mina Ragra mined vanadium from
1906-1955 and during its mine operating life produced up to
approximately 75% of the worlds supply at that time.
About Strategic Resources
Strategic Resources Inc. is a Vancouver, Canada based mineral exploration
and development company that will be focused on vanadium
projects.
Further details are available on the Company's website
at https://strategic-res.com/.
STRATEGIC RESOURCES INC.
Signed: "Mark Tommasi"
Mark Tommasi, CEO
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 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 the earning of interests in the
properties held by Aurion and Magnus, obtaining licences or permits
to claims in Peru and the
completion of the Offering. Often, but not always, forward-looking
statements or information can be identified by the use of words
such as "will", "should" or variations of those words and phrases
or statements that certain actions, events or results "will" or
"should" be taken, occur or be achieved. There is no assurance
Strategic will be successful in completing any of the transactions
on the terms outlined above, or at all.
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SOURCE Strategic Resources Inc.