Strategic Minerals Europe Corp. (NEO: SNTA) (OTCQB: SNTAF) 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 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 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 at a conversion price of C$0.25 per Common Share and maturing October 13, 2024; and (ii) 4,000 common share purchase warrants of the Company. 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. 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 61-101. 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. 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.
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