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Strategic Resources Closes Reverse Takeover of BlackRock Metals31.03.2023 | 20:28 Uhr | CNW
VANCOUVER, March 31, 2023 - Strategic Resources Inc. (TSXV: SR) (the "Company" or "Strategic") is pleased to announce that it has closed the acquisition of BlackRock Metals Inc. announced on December 13, 2022 and the conversion of the subscription receipts to shares (the "Transaction"). Sean Cleary, Strategic CEO & Chairman commented: "This is an excellent time to be taking the BlackRock project public given the positive metal market fundamentals. Our high-purity iron will be required for the transition to green steel and electrification of the iron and steel industry. Our vanadium will be required to fuel increased demand coming from growth in high-tensile steel and the increasing deployment of vanadium redox flow batteries. Continued support from Investissement Québec, Orion Mine Finance and the Cree Nation Government should enable the new Strategic to take advantage of these opportunities." Strategic Resources Positioning and Near-term Business Plan Strategic is now a high purity metallic iron and critical minerals company with assets in two world class mining jurisdictions. The Company is focused on providing the highest purity (96% Fe) metallic iron on the market to be utilized in the decarbonizing efforts of the foundry and steel producers in North America and Europe. The vanadium and titanium ferroalloy and energy metals products will also assist in alleviating the critical minerals and battery metals shortage in North America and Europe. The Company will spend the balance of 2023 working to put together a construction financing package for the BlackRock project that would allow Strategic to start construction on the project in 2024. The business combination provides Strategic with three main assets: 1) Metallurgical processing facility - Canada. A fully permitted metallurgical facility to be constructed at Port Saguenay in Québec (East Coast deep sea port). The facility will consist of: a pelletizing plant that can take the BlackRock mine site vanadium-titanium-magnetite ("VTM") concentrate or iron concentrate feed from third party groups, a direct reduced iron furnace, open slag bath electric furnace, vanadium converter furnace, conveyor system and wharf access. 38% of the detailed engineering has been completed for this facility. Power and natural gas agreements are in place and the project has all the authorizations needed to start construction. 2) Mine and beneficiation plant - Canada. A fully permitted mine and concentrator to be constructed in Chibougamau, Quebec. The mine site as contemplated in the November 2022 Feasibility Study ("FS") will consist of one open pit with a 39-year mine life and a magnetite concentrator that will produce approximately one million tonnes of VTM concentrate per year. 61% of the detailed engineering has been completed for this facility. The Armitage pit, which has also has a measured and indicated mineral resource estimate was not included in the FS, but represents a future option for growth and expansion. FS Economic Results and Production Summary:
Details of the Transaction In conjunction with the Transaction:
Details of the Receipt Offering Strategic issued a total of 4,500,000 subscription receipts at $3.00 per subscription receipt (each on a post-consolidation basis; 27,000,000 receipts at $0.50 per receipt on a pre-consolidated basis) for gross proceeds of $13,500,000 (the "Receipt Offering"). Each subscription receipt automatically converted to one common share of the Company on closing of the Company's acquisition of BlackRock. The Company plans to use the net proceeds from the Receipt Offering to advance the BlackRock project to a construction decision, continue permitting and pre-feasibility study work at Mustavaara, and for general corporate purposes. All securities issued in the Receipt Offering will be subject to a statutory hold period of four months and one day from the date of issuing the respective Receipts. Certain officers, directors and other insiders of Strategic participated in the Receipt Offering. This constituted a "related party transaction" within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) thereof in respect of related party participation in the Receipt Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the Receipt Offering, insofar as it involves the related parties, exceeded 25% of the Company's market capitalization (as determined under MI 61-101). Board of Directors Following closing, the board of directors of the Company will be composed of Sean Cleary, Amyot Choquette, Kurt Wasserman, Michael Moore and Mark Serdan. The Company plans to hold an Annual General Meeting on April 26, 2023, where Scott Hicks will also be nominated to the board of directors, expanding the size of the board to six. More details can be found on the Company's SEDAR profile. Capital Structure The Company has a total of 58,805,506 shares, 597,500 warrants (expiring April 20, 2023), 489,000 options, and 2,256,609 RSUs outstanding following closing of the Transaction. The Company is expected to have approximately $12.7 million of available funds, of which it intends to use $0.5 million toward mine development work as recommended by the FS. For a full description of the expected use of funds, refer to the Company's Filing Statement on SEDAR. A total of 49,533,334 shares issued under the Transaction are subject to a TSXV value escrow, to be released as to 10% on receipt of final TSXV approval, and an additional 15% every six months thereafter over 36 months. All of the shares issued on conversion of the subscription receipts and notes are subject to certain resale restrictions, as noted above. The only persons who hold 10% or more of the Company's outstanding shares following closing are Investissement Québec ("IQ") and OMF Fund II H. Ltd. ("Orion"), each holding 23,999,420 Shares representing 40.81% of the Company's shares. All of their shares are subject to escrow as noted above. The Company has entered into an Investor Rights Agreement with each of IQ and Orion (each a "Shareholder") whereby each Shareholder, for so long as it holds at least a 10% equity interest in the Company:
The FS was prepared by the following Qualified Persons under NI 43-101, each of whom is independent of BlackRock and the Company under NI 43-101, who have reviewed, verified, and approved the scientific and technical data for which they have responsibility contained in this news release pertaining to the FS.
About Strategic Resources Strategic Resources Inc. (TSXV:SR) is a Vancouver, Canada-based mineral exploration and development company focused on high-purity iron and vanadium projects in Canada and Finland. The Company is primarily focused on its flagship BlackRock project, which is a fully permitted and ready to construct mine, concentrator and metallurgical facility in Québec. Further details are available on the Company's website at https://strategic-res.com/. To follow future news releases, please sign up at https://strategic-res.com/contact/. Follow us on: Twitter or Linkedin. Strategic Resources Inc. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The securities offered pursuant to the Receipt Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. 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 future work program, ability to secure project financing for construction and participation of IQ and Orion in any future financing. Often, but not always, forward-looking statements or information can be identified by the use of words such as "will" or "projected" or variations of those words or statements that certain actions, events or results "will", "could", "are proposed to", "are planned to", "are expected to" or "are anticipated to" be taken, occur or be achieved. Although management of the Company believes that the assumptions made and the expectations represented by all forward-looking statements or information are reasonable, there can be no assurance that a forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: risks associated with the business of the Company; business and economic conditions in the mining industry generally; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks relating to inaccurate geological and engineering assumptions (including with respect to the tonnage, grade and recoverability of reserves and resources); risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters); risks relating to adverse weather conditions; political risk and social unrest; changes in general economic conditions or conditions in the financial markets; and other risk factors as detailed from time to time in the Company's continuous disclosure documents filed with Canadian securities administrators. Strategic does not undertake to update any forward-looking information, except in accordance with applicable securities laws. View original content:https://www.prnewswire.com/news-releases/strategic-resources-closes-reverse-takeover-of-blackrock-metals-301787338.html SOURCE Strategic Resources Inc. Contact For further information email info@strategic-res.com or contact: Alex Meterissian, VP ESG & Communications, +1 (514) 316-7096; Scott Hicks, EVP Corporate Development, +1 (604) 646-1890 Dieser Artikel stammt von Rohstoff-Welt.de
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