Strategic Minerals Europe Corp. (NEOE:SNTA) agreed to acquire Penouta Project, located in the northwestern province of Ourense in Spain from Traxys Europe SA on May 9, 2023. The Company is also pleased to announce that it, along with SMS (as defined herein), have entered into a loan agreement (the "Term Loan") with Jaime Perez Branger and Miguel de la Campa, both of whom are directors and executive officers of the Company (together, the "Related Parties").

The Term Loan provided by the Related Parties is in the aggregate principal amount of $1.075 million, payable to SMS, and bears interest at a rate of 10 percent per annum, payable quarterly in arrears. The Term Loan is set to mature on April 11, 2025. As partial consideration for providing the Term Loan, the Related Parties are entitled to receive warrants of the Company equal to 50 percent of their pro rata allocations (the "RP Warrants").

The RP Warrants, which have not yet been issued, will be exercisable by the Related Parties for 3 years from issuance and the exercise price will be at a 20 percent premium to the closing market price of the Company shares as of the RP Warrants date of issuance. The Term Loan still remains subject to the negotiation and settlement of definitive documentation, unless otherwise waived by the Related Parties.