Strategic Metals To Hold Special General Meeting on July 15, 2011 To Approve Spin-Out of Silver Range Resources Ltd.
June 13, 2011 - Strategic Metals Ltd. (TSX-V: SMD) ("Strategic" or the "Company") is pleased to announce that it will hold a special general meeting (the "Meeting") on Friday, July 15, 2011 at which Strategic shareholders will vote on a special resolution to spin-out certain of the Company's assets into a new company, Silver Range Resources Ltd., through a plan of arrangement (the "Arrangement"). Upon approval of the special resolution by at least two-thirds of the votes cast at the Meeting and receipt of the final Court Order from the Supreme Court of British Columbia, Strategic will fix the Share Distribution Record Date, establishing the Strategic shareholders who will be entitled to receive Silver Range shares and warrants. It is anticipated that the Shareholder Distribution Record Date will be July 21, 2011, with confirmation of the actual date to be provided by subsequent news release.
Full details of the spin-out transaction are contained within a management information circular dated June 2, 2011 that is being mailed to Strategic shareholders. This management information circular, together with the form of proxy being sent to Strategic's shareholders, can be reviewed by interested persons at www.sedar.com. Under the Arrangement, Strategic has sold its Silver Range and Mint projects to Silver Range Resources Ltd. and invested $17 million by way of private placement to acquire approximately 37,000,000 Silver Range common shares and 18,500,000 Silver Range share purchase warrants. Strategic will distribute most of these Silver Range common shares and warrants to Strategic shareholders on the basis of one Silver Range common share and one-half of a Silver Range share purchase warrant for each three shares of Strategic held. Each whole Silver Range warrant will entitle the holder to purchase one additional Silver Range share at a price of $0.85 for a period of eighteen months from listing. Upon completion of the transaction, Strategic will retain approximately 19% of the shares and warrants of Silver Range.
The listing of both Silver Range's common shares and share purchase warrants is expected to occur shortly after the filing of the final Court Order approving the Arrangement with the Registrar of Companies for British Columbia and the TSX Venture Exchange, subject to Silver Range having filed all requisite supporting documents with the Exchange.
About Strategic Metals Ltd.
Strategic is a pre-eminent explorer and claimowner in the Yukon, with 61 properties under option to other companies, 15 properties subject to sales or joint venture agreements, and more than 79 wholly-owned properties. Strategic also holds royalty interests in 16 projects, including a net smelter return royalty on part of the Wolverine Deposit which is scheduled to commence production in 2011. Strategic currently has approximately $27 million in cash and owns marketable shares of other resource companies with a total value exceeding $86 million. Strategic recently completed a $17 million private placement with and transferred its highly-prospective Silver Range and Mint projects into Silver Range Resources Ltd. for Silver Range shares and warrants. The majority of these shares and warrants will be transferred to Strategic shareholders of record on a pro-rata basis as part of a proposed plan of arrangement, to be voted on at a special meeting of Strategic shareholders expected to be convened in May, 2011. Advance notice of the effective record date will be provided in due course.
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 atwww.strategicmetalsltd.com or contact:
Strategic Metals Ltd.
W. Douglas Eaton
President and C.E.O.
Tel: (604) 688-2568
Strategic Metals Ltd.
Bruce A. Youngman
Tel: (604) 687-2522
Tel: (604) 687-2522
NA Toll-Free: (888) 688-2522
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities of the Company in the United States. The Company's securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Completion of the Arrangement is subject to a number of conditions, including, but not limited to, the approval of Strategic's shareholders by way of special resolution, and Exchange acceptance for both the Arrangement and the listing of Silver Range's common shares and share purchase warrants thereon. The Arrangement and the listing of Silver Range's common shares and share purchase warrants on the Exchange will not be effected until all such conditions have been satisfied. Investors are cautioned that, except as disclosed in Strategic's Management Information Circular, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon.
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.