Strategic Metals Ltd. Announces Shareholder Approval Of Plan Of Arrangement And Sets Share Distribution Record Date
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
July 19, 2011 - Strategic Metals Ltd. (TSX-V: SMD) ("Strategic") is pleased to announce that the Plan of Arrangement (the "Arrangement") to spin-out certain of the Company's assets into Silver Range Resources Ltd. ("Silver Range") was approved by Strategic shareholders at its Special General Meeting held on July 15, 2011. Under the Arrangement, Strategic will distribute to its own shareholders most of the Silver Range common shares and Silver Range share purchase warrants it has acquired, 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. The Silver Range common shares and Silver Range share purchase warrants will be distributed to persons who are shareholders of Strategic at the close of business (Vancouver time) on July 25, 2011 (the "Share Distribution Record Date").
Strategic has obtained final approval for the Plan of Arrangement from the Supreme Court of British Columbia. The Court approved documents will now be filed with the BC Registrar of Companies to complete the Arrangement. Documentation has also been filed with the TSX Venture Exchange (the "Exchange") for the listing of Silver Range's common shares and share purchase warrants, with further details to be provided by subsequent news release. Shareholders are not required to do anything to obtain the Silver Range common shares or Silver Range share purchase warrants, as they will be distributed pursuant to the shareholders' list maintained by Strategic's registrar and transfer agent, Computershare Investor Services Inc., dated as of the Share Distribution Record Date.
Silver Range After Completion Of The Arrangement
Following the completion of the Arrangement, Silver Range will be a reporting issuer, the shares and warrants of which will be listed on the Exchange. Strategic shareholders on the Share Distribution Record Date will hold approximately 81% of the Silver Range shares and warrants, with the remaining 19% held by Strategic. Silver Range will hold 100% interests in both the Silver Range and Mint projects, bulk-tonnage, precious metal projects located in the Yukon Territory. A comprehensive exploration program is currently in full operation at the Silver Range project, with four drills following up encouraging 2010 results from the Keg Zone and five other large scale mineralized zones identified to date on the property. Upon listing, Silver Range will have 36,951,901 shares issued and outstanding, with approximately $14.5 million in working capital. On a fully diluted basis, Silver Range would have 58,452,851 shares outstanding and approximately $32 million in working capital.
Strategic Metals After Completion Of The Arrangement
Following the completion of the Arrangement, Strategic will remain a pre-eminent explorer and claim owner in the Yukon, with an exceptional portfolio of more than 150 property and royalty interests. Strategic has unequalled exploration exposure in Yukon, with 16 drills currently operating on properties owned by Strategic or by companies in which Strategic has large shareholdings. Strategic has approximately $31 million in cash and owns marketable shares of other resource companies (excluding Silver Range shares) with a total value exceeding $112 million.
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
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, 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.
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.
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.