Strategic Metals and Trifecta Gold Property Transaction Approved

Rhea-AI Summary

On July 9, 2024, Strategic Metals announced final Exchange Approval for the Tombstone Belt transaction with Trifecta Gold. This agreement allows Trifecta to acquire up to 100% interest in the Mount Hinton and ten other gold projects in the Yukon Territory. Initially, Trifecta can gain a 70% interest by spending $6 million on exploration by December 31, 2027, and issuing 305,000 shares to Strategic. Afterward, Strategic retains a 1% net smelter return royalty interest. To acquire the remaining 30%, Trifecta must issue additional shares to Strategic, totaling up to 9.99% of Trifecta's outstanding shares, by February 28, 2028. Following full acquisition, Strategic will hold another 1% royalty interest, which Trifecta can buy for either 1,500 ounces of gold or its cash equivalent. If only the first option is exercised, a joint venture will be formed for further exploration.

Positive

• Strategic Metals secures a potential 100% acquisition of the Tombstone Belt projects by Trifecta Gold.
• Trifecta Gold commits to $6 million in exploration expenditures by 2027.
• Strategic retains a 1% net smelter return royalty interest after the first option.
• Trifecta may increase its stake to 100%, issuing shares equal to 9.99% of its capital by 2028.
• Strategic has an option to sell an additional 1% royalty interest for 1,500 ounces of gold or cash equivalent.

Negative

• No immediate cash inflow for Strategic Metals; dependent on exploration results and share issuance.
• Potential shareholder dilution for Trifecta Gold if they issue up to 9.99% of the outstanding shares.
• Risk of Trifecta not meeting exploration expenditure requirements by 2027.

VANCOUVER, BC / ACCESSWIRE / July 9, 2024 / Strategic Metals Ltd. (TSXV:SMD) ("Strategic") announces that it has received final Exchange Approval for the Tombstone Belt transaction with Trifecta Gold Ltd. ("Trifecta") as announced by Strategic on March 4, 2024, and approved by disinterested shareholders as announced on June 25, 2024, pursuant to which Trifecta has the right to acquire up to 100% interest in the Mount Hinton and ten other highly prospective, intrusion-related gold projects located in the Tombstone Gold Belt of Yukon Territory.

Under the terms of the option agreement Trifecta can acquire an initial 70% interest in the properties (the "First Option") by incurring aggregate exploration expenditures of $6 million by December 31, 2027 and issuing 305,000 Trifecta shares to Strategic. Following the exercise of the First Option, Strategic will retain a one percent (1%) net smelter return royalty interest in the properties.

Trifecta can acquire the remaining 30% interest in the properties (the "Second Option") by issuing additional Trifecta shares to Strategic equal to 9.99% of the then outstanding Trifecta share capital at any time after the exercise of the First Option and prior to February 28, 2028, which number of shares to be issued to Strategic will not include any shares of Trifecta then held by Strategic, but will be subject to a maximum of 8,920,000 shares of Trifecta. Following the exercise of the Second Option, Strategic will retain an additional one percent (1%) net smelter return royalty interest. Trifecta can purchase the second royalty interest from Strategic for the payment of 1,500 ounces of gold or the cash equivalent.

If Trifecta exercises the First Option only, the parties shall form a joint venture to further explore and develop the properties.

About Strategic Metals Ltd.

Strategic is a project generator with 13 royalty interests, 14 projects under option to others, and a portfolio of 82 wholly owned projects that are the product of over 50 years of focussed exploration and research by a team with a track record of major discoveries. Projects available for option, joint venture or sale include drill-confirmed prospects and drill-ready targets with high-grade surface showings and/or geochemical anomalies and geophysical features that resemble those at nearby deposits.

Strategic has a current cash position of approximately $1.7 million and large shareholdings in several active mineral exploration companies including 32.8% of Broden Mining Ltd., 33.4% of GGL Resources Corp., 29.6% of Rockhaven Resources Ltd., 16.2% of Silver Range Resources Ltd and 15.6% of Precipitate Gold Corp. All these companies are engaged in promising exploration projects. Strategic also owns 15 million shares of Terra CO₂ Technologies Holdings Inc. ("Terra"), a private Delaware corporation developing a cost-effective alternative to Portland cement, which recently announced a definitive agreement with Asher Materials for an exclusive market license of Terra's first commercial-scale advanced processing facility.

ON BEHALF OF THE BOARD

"W. Douglas Eaton"

President and Chief Executive Officer

For further information concerning Strategic or its various exploration projects please visit our website at www.strategicmetalsltd.com or contact:

Corporate Information
Strategic Metals Ltd.
W. Douglas Eaton
President and C.E.O.
Tel: (604) 688-2568

Investor Inquiries
Richard Drechsler
V.P. Communications
Tel: (604) 687-2522
NA Toll-Free: (888) 688-2522
rdrechsler@strategicmetalsltd.com
http://www.strategicmetalsltd.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release may contain forward looking statements based on assumptions and judgments of management regarding future events or results that may prove to be inaccurate as a result of exploration and other risk factors beyond its control, and actual results may differ materially from the expected results.

SOURCE: Strategic Metals Ltd.

View the original press release on accesswire.com

FAQ

What transaction was approved between Strategic Metals and Trifecta Gold?

The Tombstone Belt transaction was approved, allowing Trifecta Gold to acquire up to 100% interest in Mount Hinton and ten other gold projects in the Yukon Territory.

What are the terms of the first option in the Strategic Metals and Trifecta Gold agreement?

Trifecta Gold can acquire a 70% interest by spending $6 million on exploration and issuing 305,000 shares to Strategic Metals by December 31, 2027.

What royalties does Strategic Metals retain in the Tombstone Belt transaction?

Strategic Metals retains a 1% net smelter return royalty interest after the first option and another 1% after the second option, which can be bought by Trifecta for 1,500 ounces of gold or cash equivalent.

When can Trifecta Gold acquire the remaining 30% interest in the properties?

Trifecta Gold can acquire the remaining 30% by issuing shares equal to 9.99% of its outstanding capital at any time after the first option and before February 28, 2028.

What happens if Trifecta Gold only exercises the first option in the Tombstone Belt transaction?

If only the first option is exercised, a joint venture will be formed between Strategic Metals and Trifecta Gold for further exploration and development.