Strategic Minerals Europe Inc. entered into a share exchange agreement to acquire Buccaneer Gold Corp. (CNSX:BUCK) for CAD 67.7 million in a reverse merger transaction on August 24, 2021. Pursuant to the proposed transaction, the holders of the issued and outstanding Strategic shares shall receive one post-consolidation 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 which will be affected on or prior to the completion of the transaction. In connection with completion of the transaction, Buccaneer intends to issue approximately 27 million Resulting Issuer warrants to the existing warrant holders of Strategic and approximately 1.55 million Resulting Issuer warrants to existing shareholders of Buccaneer. In connection to the transaction, Strategic has completed a non-brokered offering of 24.8 million units at a price of CAD 0.25 per strategic unit for gross proceeds of approximately CAD 6.2 million. The net proceeds from the non-brokered offering will be used for exploration and exploitation of Penouta Mine, located in Spain, exploration of the Alberta II Project, located in Spain, general working capital purposes, tin smelter costs; and payment of expenses incurred in connection with the offering. Upon completion of the transaction, Buccaneer Gold Corp. will change its name to Strategic Minerals Europe Inc. or such other name as may be requested by Strategic and acceptable to applicable regulatory authorities. It is the intention of the parties that the Resulting Issuer will continue to focus on the current business and affairs of Strategic Minerals Spain, S.L., wholly owned subsidiary of Strategic Minerals Europe.

Additionally, the Board of Directors of Buccaneer shall be reconstituted to consist of nominees of Strategic and all existing officers of Buccaneer shall resign and be replaced by nominees of Strategic. It is expected that upon completion of the transaction, the Resulting Issuer will have a board of five individuals, all of whom shall be nominated by Strategic. Strategic anticipates that the officers and Directors of Resulting Issuer will consist of Jaime Perez Branger as Chief Executive Officer and Director, Ana Ruiz-Maya as Chief Financial Officer, Miguel de la Campa as Chairman of the Board of Directors and Campbell Becher and Francisco Polonio, as Directors.

The closing of the transaction will be subject to a number of terms and conditions including the receipt of all necessary regulatory and third-party consents and approvals; Buccaneer obtaining the requisite shareholder approvals in connection with consolidation, name change and the appointment of the Directors of the Resulting Issuer to replace the current directors of Buccaneer immediately following the completion of the proposed transaction; completion of the non-brokered Offering for minimum gross proceeds of at least CAD 5.3 million, Buccaneer's debt shall not be greater than CAD 20,000 comprised of trade payables of less than 30 days or less, excluding accruals for legal fees incurred in connection with the transaction; Buccaneer having available cash on hand of no less than CAD 153,000; the listing of the resulting issuer on the NEO Exchange Inc. having been approved and the delisting of Buccaneer from the Canadian Securities Exchange. The special meeting of the shareholders of Buccaneer will be held on December 2, 2021. As of December 2, 2021, Buccaneer and Strategic have obtained conditional approval of the NEO Exchange Inc. for listing of the resulting issuer common shares on the NEO, and the transaction is expected to close on or about December 6, 2021. Shareholder of Buccaneer approved all the matters submitted to them in connection with the transaction on December 2, 2021. The transaction itself is not subject to approval of the shareholders of Buccaneer and shareholder approval of the transaction was not sought at the meeting, however Buccaneer has obtained written approval of a majority of the shareholders of the transaction. TSX Trust Company acted as a transfer agent to Buccaneer.

Strategic Minerals Europe Inc. completed the acquisition of Buccaneer Gold Corp. (CNSX:BUCK) in a reverse merger transaction on December 6, 2021. Pursuant to the Transaction, the holders of the issued and outstanding SMEI Shares received one post-Consolidation (as defined below) Buccaneer Share for each SMEI Share held. Buccaneer agreed to, and received, shareholder approval for the consolidation of its outstanding shares at a 5:1 ratio to result in a total of approximately 6,204,333 Buccaneer Shares (the “Consolidation”) being held by existing Buccaneer shareholders in the Resulting Issuer. In connection with the completion of the Transaction, Strategic Minerals as the Resulting Issuer has issued approximately 31,519,395 Resulting Issuer warrants (the “Resulting Issuer Warrants”) to the existing warrant holders of SMEI and will issue approximately 1,551,083 Resulting Issuer Warrants to shareholders of Buccaneer as of the record date December 3, 2021.