TORONTO, Oct. 13, 2022 /CNW/ – Strategic Minerals Europe Corp. (NEO: SNTA) (OTCQB: SNTAF) (“Strategic Minerals” or the “Company”), a company focused on the production, development, and exploration of tin, tantalum, and niobium – metals which are critical to the new green and digital economies – is pleased to announce that: (i) it has closed the first tranche of its previously announced non-brokered private placement offering (the “Offering”) for aggregate gross proceeds of approximately C$1.017 million; and (ii) due to investor demand, the Company has decided to upsize the Offering for gross proceeds of up to C$1.5 million. In connection with the closing of the first trance of the Offering, the Company issued approximately 1,017 convertible debenture units (the “Units”) at a price of C$1,000 per Unit.
Each Unit consists of (i) one 10% senior unsecured convertible debenture having a face value of $1,000, convertible into common shares of the Company (each, a “Common Share”) at a conversion price of C$0.25 per Common Share (the “Conversion Price”) and maturing October 13, 2024; and (ii) 4,000 common share purchase warrants of the Company (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Common Share at a price of C$0.25 per share until October 13, 2024.
The Company expects to close the balance of the Offering in one or more additional tranches.
Strategic Minerals will utilize the net proceeds from the Offering to pay an installment of the financial guarantee required to be paid in connection with the exploitation concession underlying Section C of the Penouta Project and for general working capital purposes.
The Company paid a finder’s fee of C$22,500 in Units to certain finders in connection with the closing of the first tranche of the Offering.
Certain insiders of the Company subscribed for approximately $730,000 worth of Units in the first tranche of the Offering. This participation by insiders constitutes “related party transactions” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions (“MI 61-101”). The Company has relied on applicable exemptions from the formal valuation and minority approval requirements in Sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-No new insiders were created, nor has there been any change of control, as a result of the closing of the first tranche of the Offering. The Company did not file a material change report more than 21 days before the expected closing of the first tranche of the Offering, as the details and amounts of the insider participation were not finalized until closer to the closing and the Company wished to close the transaction as soon as practicable for sound business reasons.
Pursuant to applicable Canadian securities laws, all securities issued and issuable in connection with the closing of the first tranche of the Offering will be subject to a four (4) month hold period ending February 14, 2023.
The Offering remains subject to final acceptance by the Neo Exchange Inc. and all regulatory approvals.
About Strategic Minerals Europe Corp.
Strategic Minerals’ wholly-owned subsidiary, Strategic Minerals Spain, S.L. (“SMS”), produces, identifies, explores, and develops mineral resource properties critical to the green economy, predominantly in Spain. SMS holds permits and a license for the Penouta Project, which allows the Company to produce and conduct exploitation, and an investigation permit at the Alberta II Project, allowing it to conduct exploration work already underway. SMS is the largest producer of cassiterite concentrate and tantalite in the European Union and has been recognized within the EU as an exemplary company of good practices in the circular economy. The Company is well-positioned as a major producer of sustainable and conflict-free tin, tantalum, and niobium and is exploring for lithium. Strategic Minerals is a “reporting issuer” under applicable securities legislation in the provinces of British Columbia, Alberta, and Ontario.
Additional information on Strategic Minerals can be found by reviewing its profile on SEDAR at www.sedar.com.
Cautionary Note Regarding Forward-Looking Information:
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation, including but not limited to the proposed use of proceeds of the Offering and the closing of additional tranches of the Offering. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Strategic Minerals to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption “Risks Factors” in the Company’s Annual Information Form dated March 29, 2022, which is available for view on SEDAR at www.sedar.com. These risks include, but are not limited to, the risks associated with the mining and exploration industry, such as operational risks in development or capital expenditures, the uncertainty of projections relating to production, and any delays or changes in plans with respect to the exploitation of the site. Forward-looking statements contained herein, including but not limited to the Company’s anticipated exploitation of Section C of the Penouta Property and its use and development thereof, its use of the mineral processing capabilities, the ability to optimize and expand production, and its ability to increase the quality of the concentrate, are made as of the date of this press release and Strategic Minerals disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.
Strategic Minerals’ operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of illness caused by COVID-19. It is not possible to accurately predict the impact COVID-19 will have on operations and the ability of others to meet their obligations, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak,
and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect operations and the ability to finance its operations.
SOURCE Strategic Minerals Europe Corp.
View original content: http://www.newswire.ca/en/releases/archive/October2022/13/c5574.html
%SEDAR: 00026298E
For further information: Elena Terrón, Corporate Secretary, Strategic Minerals Europe Corp., ; Craig MacPhail, NATIONAL Capital Markets, (416) 525-5709,
CO: Strategic Minerals Europe Corp. CNW 17:00e 13-OCT-22
