Blackrock Metals Inc. entered into an agreement to acquire Strategic Resources Inc. (TSXV:SR) from Aurion Resources Ltd. (TSXV:AU) and others for CAD 90.3 million in a reverse merger transaction on December 13, 2022. The Transaction will proceed by way of a share exchange where BlackRock's shareholders will receive 280 million Strategic Shares in exchange for 100% of BlackRock's existing common shares, representing total consideration equal to approximately CAD 140 million, based on a price per Strategic Share of CAD 0.50, which is equal to the issue price of the Receipts. It is anticipated that upon completion of the Transaction, current Strategic shareholders will own 14% and BlackRock shareholders will own 86%, respectively. Concurrently with the Transaction, the Company will raise CAD 14.0 million of equity through a private placement of CAD 13.5 million of subscription receipts ("Receipts") and CAD 0.5 million of convertible debentures (collectively the "Offering"). Upon completion of the Transaction, BlackRock will become a wholly-owned subsidiary of Strategic. Strategic will continue to trade on the TSX Venture Exchange (the "TSXV") under the name "Strategic Resources Inc.". Upon completion of the Transaction, it is anticipated that the board of directors of the Company (the "Board") will be comprised of four directors, of which one director will be nominated by Orion and one director will be nominated by Investissement Québec. Both Investissement Québec and Orion shall also nominate one observer to the board each. The members of the Company's Board and leadership team will consist of the following individuals: Sean Cleary as Chairman and Chief Executive Officer, Dan Nir as Chief Financial Officer, Scott Hicks as Executive VP Corporate Development and Director, Danie Dutton as VP Technical Services & Metallurgical Products and Processes, Alexandre Meterissian as VP ESG & Communications, Jukka Pitkäjärvi as VP Geology & Finland Operations, Michael Lam as VP Finance, Kurt Wasserman as Director, Amyot Choquette as Director, Victor Flores as Board Observer and Fabrice Consalvo as Board Observer.

The Transaction is subject to various closing conditions including approval of shareholders of Strategic, resignations from each of the directors of Strategic, contracts of employment, certain regulatory approvals, including clearance under the Competition Act (Canada), execution of the Escrow Agreement, completion of the Offering and approval of the TSXV. The Transaction has been approved by the board of directors of both BlackRock and Strategic. As of January 23, 2023, Strategic has closed its CAD 500,000 convertible note (the "Notes") financing and also received conditional approval from the TSX Venture Exchange for the issuance of CAD 13.5 million of subscription receipts. As of February 28, 2023, Strategic has closed its first tranche of the CAD 13.5 million subscription receipts. As of March 21, 2023, the TSXV has conditionally accepted the transactions. As of March 27, 2023, closing of the acquisition and related matters is expected to occur on or about March 31, 2023.

Cormark Securities Inc. acted as fairness opinion provider to Strategic. Jeff Lightfoot of Owen Bird Law Corporation acted as legal advisor to Strategic. Charles Spector of Dentons Canada LLP acted as legal advisor to BlackRock. Steve Malas of Norton Rose Fulbright Canada LLP acted as legal advisor to Investissement Québec. Michael Pickersgill of Torys LLP acted as legal advisor to OMF Fund II H. Ltd. TSX Trust Company acted as transfer agent and registrar to Strategic Resources Inc.