STRATEGIC MINERALS EUROPE CORP.
The Agreement was negotiated at arm's length and is dated
About Buccaneer
Buccaneer is a mineral exploration company focused on the acquisition, exploration, and development of mineral properties. Pursuant to securities legislation, Buccaneer is a 'reporting issuer' in
About
Terms of the Transaction
It is currently anticipated that the Transaction will be effected by way of a share exchange.
There is currently an aggregate of 31,027,667 outstanding common shares in the capital of Buccaneer (each, a 'Buccaneer Common Share') and 225,755,000 common shares in the capital of Strategic (each, a 'Strategic Share'). Additionally, Strategic has 27,007,395 share purchase warrants outstanding (the 'Strategic Warrants'), with each Strategic Warrant being exercisable into one Strategic Share at an exercise price of
Pursuant to the proposed Transaction, the holders of the issued and outstanding Strategic Shares shall receive one post-Consolidation (as defined below) Buccaneer Common Share for each Strategic Share held. Buccaneer has agreed to seek shareholder approval for, among other things, the consolidation of its outstanding shares at a 5:1 ratio to result in there being approximately 6,200,000 Buccaneer Common Shares outstanding immediately prior to the closing of the Transaction (the 'Consolidation'). In connection with completion of the Transaction, Buccaneer intends to issue approximately 27,007,395 Resulting Issuer Warrants to the existing warrantholders of Strategic and approximately 1,551,383 Resulting Issuer Warrants to existing shareholders of Buccaneer.
On or immediately prior to the completion of the proposed Transaction, it is anticipated that Buccaneer will effect; (i) the Consolidation, and (ii) the Name Change (as defined herein).
In connection to the Transaction, Strategic has completed a non-brokered offering of 24,765,000 Units ('Strategic Units') at a price of
The net proceeds from the Non-Brokered Offering will be used for (i) exploration and exploitation of the
Upon completion of the Transaction, there will be approximately 232,000,000 post-Consolidation common shares of the combined entity (the 'Resulting Issuer') issued and outstanding.
The proposed Transaction is subject to requisite regulatory approvals and standard closing conditions, including the listing of the Buccaneer Shares on the facilities of the NEO, as well as the conditions described below. Upon completion of the Transaction, it is the intention of the parties that the Resulting Issuer will continue to focus on the current business and affairs of SMS.
Contact:
Tel: 416 628-2881
Email: buccaneergoldcorp@gmail.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This news release contains 'forward-looking information' and 'forward-looking statements' (collectively, 'forward-looking statements') within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as 'expects', or 'does not expect', 'is expected', 'anticipates' or 'does not anticipate', 'plans', 'budget', 'scheduled', 'forecasts', 'estimates', 'believes' or 'intends' or variations of such words and phrases or stating that certain actions, events or results 'may' or 'could', 'would', 'might' or 'will' be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the proposed Transaction; the terms and conditions of the Non-Brokered Offering; receipt of all regulatory licenses required for mining exploration activities abroad; use of proceeds raised in the Non-Brokered Offering, the proposed officers and directors of the Resulting Issuer and the business and operations of the Resulting Issuer after the consummation of the proposed Transaction.
Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties and the delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release.
Strategic's and Buccaneer's operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of illness caused by COVID-19. It is not possible to accurately predict the impact COVID-19 will have on operations and the ability of others to meet their obligations, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect operations and the ability to finance its operations.
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