Strategic Minerals Europe Corp. (NEO: SNTA) (FRA: 26K0) (OTCQB: SNTAF) announced that it has entered into an offtake agreement with Traxys Europe S.A. for its Penouta Project, located in the northwestern province of Ourense in Spain.

Traxys is a leading merchant in the critical minerals space with a global footprint and has traded the Company’s products over the past four years. The latest offtake contract includes an advance payment facility that showcases Traxys’ confidence in the Company and continues to solidify an already very strong partnership between the two companies. In addition to providing the working capital required to ramp up production to the mine, the prepayment facility will assist Strategic Minerals to focus on further improving recoveries and therefore increase production further at its Penouta Project at a time when tin prices have recovered significantly from their Q4 2022 lows.

“This very competitive agreement reflects our success at optimizing our operations to achieve consistent production and quality. Traxys is a valued partner and has supported the Company since inception, and we are in broader discussions for further strategic cooperation initiatives with them,” said Jaime Perez Branger, CEO of Strategic Minerals.

The Company is also pleased to announce that it, along with SMS (as defined herein), have entered into a loan agreement with Jaime Perez Branger and Miguel de la Campa, both of whom are directors and executive officers of the Company. The Term Loan provided by the Related Parties is in the aggregate principal amount of US$1.075 million, payable to SMS, and bears interest at a rate of 10 percent per annum, payable quarterly in arrears. The Term Loan is set to mature on April 11, 2025. As partial consideration for providing the Term Loan, the Related Parties are entitled to receive warrants of the Company equal to 50 percent of their pro rata allocations. The RP Warrants, which have not yet been issued, will be exercisable by the Related Parties for 3 years from issuance and the exercise price will be at a 20 percent premium to the closing market price of the Company shares as of the RP Warrants date of issuance. The Term Loan still remains subject to the negotiation and settlement of definitive documentation, unless otherwise waived by the Related Parties.

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 Term Loan. The Company did not file a material change report more than 21 days before the expected execution of the Term Loan, as the details and amounts of the insider participation were not finalized and the Company wished to execute the Term Loan as soon as practicable for sound business reasons.

About Strategic Minerals Europe Corp.

Strategic Minerals’ wholly-owned subsidiary, Strategic Minerals Spain, S.L.U produces, identifies, explores, and develops mineral resource properties critical to the green economy, predominantly in Spain. SMS holds permits and a production license for the Penouta Project and a 30% carried joint venture interest in the Alberta II/Carlota Lithium Project. SMS is the largest cassiterite concentrate and tantalite producer 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 significant producer of sustainable and conflict-free tin, tantalum, and niobium and, through the Alberta II/Carlota Joint Venture, is exploring for lithium. Strategic Minerals is a “reporting issuer” under applicable securities legislation in the provinces of British Columbia, Alberta, and Ontario.

About Traxys

Traxys is a physical commodity trader and merchant in the metals and natural resources sectors. Its logistics, marketing, distribution, supply chain management, and trading activities are conducted by over 450 employees in over 20 offices worldwide, and its annual turnover is in excess of USD 10 billion. Headquartered in Luxembourg, Traxys is engaged in sourcing, trading, marketing, and distributing non-ferrous metals, ferro-alloys, minerals, industrial raw materials, and energy. The Group serves a broad base of industrial customers and offers a full range of commercial and financial services. Traxys is committed to the highest internationally recognized principles for responsible business conduct, and to ensuring that its operations are equitable, sustainable, and transparent. Traxys premises its practices on environmental, social, and governance standards that enable Traxys to set a leading example for the responsible sourcing and trading of metals and minerals.