Strategic Minerals Europe Corp. (“
Strategic
Minerals” or the “
Resulting Issuer”)
(formerly Buccaneer Gold Corp. (“
Buccaneer”)) is
pleased to announce the completion of its previously announced
reverse takeover transaction (the “
RTO” or
“
Transaction”) with Strategic Minerals Europe Inc.
(“
SMEI”), a privately held mineral exploration and
development company, by way of share exchange, pursuant to which
Buccaneer agreed to purchase the outstanding shares of SMEI
(“
SMEI Shares”) and the outstanding warrants of
SMEI (“
SMEI Warrants”) from the SMEI shareholders
by issuing shares of Buccaneer (“
Buccaneer Shares)
and new warrants of Buccaneer (“
Buccaneer New
Warrants”) to each SMEI shareholder. In connection with
the Transaction, Buccaneer and SMEI entered into a share exchange
agreement dated effective August 24, 2021, as amended effective
November 3, 2021 (the “
Share Exchange Agreement”).
Pursuant to this Share Exchange Agreement, Buccaneer changed its
name to Strategic Minerals Europe Corp., consolidated its shares on
a 5:1 basis and exchanged SMEI Shares for Buccaneer Shares on a 1:1
basis.
The
Transaction
Pursuant to the
Transaction, the holders of the issued and outstanding SMEI Shares
received one post-Consolidation (as defined below) Buccaneer Share
for each SMEI Share held. Buccaneer agreed to, and received,
shareholder approval for the consolidation of its outstanding
shares at a 5:1 ratio to result in a total of approximately
6,204,333 Buccaneer Shares (the “Consolidation”)
being held by existing Buccaneer shareholders in the Resulting
Issuer. In connection with the completion of the Transaction,
Strategic Minerals as the Resulting Issuer has issued approximately
31,519,395 Resulting Issuer warrants (the “Resulting Issuer
Warrants”) to the existing warrant holders of SMEI and
will issue approximately 1,551,083 Resulting Issuer Warrants to
shareholders of Buccaneer as of the record date December 3,
2021.
Completion of the
Transaction was subject to a number of other conditions that are
customary for a transaction of this nature, including, without
limitation: (i) completion of the Non-Brokered Offering (as defined
below) for minimum gross proceeds of at least $5,300,000; (ii)
clearing any outstanding Buccaneer debt beyond $20,000 comprised of
trade payables of less than 30 days or less, excluding accruals for
legal fees incurred in connection with the Transaction (subject to
a maximum of $40,000, excluding applicable taxes and disbursements,
and excluding certain other agreed accruals); and (iii) Buccaneer
having an agreed balance of cash on hand.
A summary of material
changes resulting from the Transaction are provided herein. For
further information, readers are referred to the filing statement
of the Resulting Issuer dated December 6, 2021 (the “Filing
Statement”) which was prepared in accordance with the
requirements of the Neo Exchange Inc. (“NEO”) and
filed under Strategic Minerals’ SEDAR profile at www.sedar.com.
Included in the Filing Statement is a summary of the National
Instrument 43-101 - Standards of Disclosure for Mineral Projects
(“NI 43-101”) technical report prepared pursuant
to NI 43-101, prepared by SRK Consulting (UK) Limited
(“SRK”) consultant Martin Pittuck (Resource
Geology) titled “An Updated Mineral Resource Estimate and NI 43-101
Technical Report on the Penouta Tin Deposit, Ourense, Galicia,
Spain” with an effective date of March 5, 2021 (the
“Penouta Project Technical Report”). The full
version of the Penouta Project Technical Report is also available
on the Resulting Issuer’s SEDAR profile at www.sedar.com.
Concurrent
Financings
SMEI completed, in a series of tranches, a
non-brokered offering of 29,025,000 units (“SMEI
Units”) at a price of $0.25 per SMEI Unit (the
“Non-Brokered Offering”) for gross proceeds of
approximately $7,256,250. Each SMEI Unit consisted of one SMEI
Share and one SMEI Warrant. Each SMEI Warrant was exercisable into
one SMEI Share at a price of $0.40 for a period expiring five years
from the date of issuance. In connection with the Non-Brokered
Offering, SMEI issued 1,242,000 advisory units and $47,175 in
advisory fees to various third parties.
The net proceeds from
the Non-Brokered Offering are expected to be used for (i)
exploration and exploitation of the Penouta Mine, located in Spain;
(ii) exploration of the Alberta II Project, located in Spain; (iii)
general working capital purposes; (iv) tin smelter costs; and (v)
payment of expenses incurred in connection with the Offering.
Name Change,
Consolidation and Board
Immediately prior to
the completion of the Transaction, Buccaneer effected the
consolidation of its shares on a 5:1 basis and exchanged SMEI
Shares for Buccaneer Shares on a 1:1 basis, changed its name to
“Strategic Minerals Europe Corp.”, reconstituted its Board to
consist of nominees of SMEI, and all existing officers of Buccaneer
resigned and were replaced by nominees of SMEI.
Consolidated
Capitalization
After giving effect to
the Transaction and the Non-Brokered Offering, there are (i)
236,471,333 Resulting Issuer shares (the “Resulting Issuer
Shares”) issued and outstanding; (ii) 33,070,478 Resulting
Issuer Warrants issued and outstanding, with each warrant being
exercisable for a Resulting Issuer Share at an exercise price of
$0.40 and having an expiry date of July 15, 2026; and (iii) no
Resulting Issuer options.
Escrowed
Securities
Pursuant to the
requirements of the NEO, upon listing of the Resulting Issuer
Shares, all securities of the Resulting Issuer that are held by
“principals” of the Resulting Issuer (as well as certain other
founding shareholders of SMEI) (collectively, the “Escrowed
Securityholders”) will be placed into escrow. Upon
completion of the Transaction, there is an aggregate of 207,730,000
Resulting Issuer Shares and 8,982,395 Resulting Issuer Warrants
that will be held pursuant to a security escrow agreement
(“Resulting Issuer Escrow Agreement”) entered
among TSX Trust Company, as Resulting Issuer escrow agent, the
Resulting Issuer, and the Escrowed Securityholders.
Subject to the
Resulting Issuer Escrow Agreement, 5% of the Resulting Issuer
Shares and the Resulting Issuer warrants held by the Escrowed
Shareholders shall be released from escrow 3 months after the
listing on the NEO (“Listing”), 10% shall be
released from escrow 6 months after Listing, 10% shall be released
from escrow 12 months after Listing, and an additional 25% shall be
released on the dates that are 15 months, 18 months, 21 months
following Listing.
Directors, Officers and
Promoters
In connection with the Transaction, the
following individuals were elected to serve as members of the board
of directors of the Resulting Issuer or appointed as officers. The
following information is as furnished by such directors and
officers.
Jaime Perez Branger,
62 – CEO and Director
Jaime Perez Branger
has over 30 years of experience in finance and capital markets. He
has been a director of Strategic Minerals Spain since January 2018,
has served as Managing Director of Next Ventures Corp., a financial
advisory firm, from January 2012 to January 2018 and was the
Executive Chairman of Petro Magdalena Energy Corp. from June 2011
to July 2012. Mr. Perez Branger was also the President of C.A.
Agropecuria San Francisco from May 2003 to October 2011. He was the
founder and Managing Director of Andino Capital Markets in 1996;
Vice President of Vestcorp Partners Inc. from 1991 to 1995; and
Vice President at Citibank in Caracas from 1990 to 1991. He also
serves on the board of Caribbean Resources Corporation and Gran
Colombia Gold Corp. (“GCGC”), among other private
and public companies. Mr. Perez Branger holds a Master’s Degree of
Economics from the London School of Economics.
Jose Alfonso Granda
Gonzalez, 57 - Chief Financial Officer
J. Alfonso Granda has
over 20 years’ experience in Financial Management, acting as the
CFO/Director of Corporate Control and being part of the executive
steering committees. He has developed his professional background
in multinational companies (both listed and unlisted), private
equity and family businesses, and has worked in the industrial,
medical sector of healthcare and biopharmaceutical sectors. He has
degree in Economics and Business Administration from the Colegio
Universitario de Estudios Financieros (C.U.N.E.F.) specialising in
Finance, an International Master's Degree in Business Management
from the I.E. Business School and an International Business Course
from the London Business School, and has also been a part-time
professor at the I.E. Business School (Business Development
Department). Prior to joining SMEI in November 2021, he worked at
Kobe Gestion Estrategica, S.L. as Finance Manager in 2021, was
Chief Financial Officer at ADL Bionatur Solutions S.A. from 2019 to
2021, served as Chief Financial Officer of Afera Group from 2018 to
2019, and was successively Director of Corporate Control and then
Chief Financial Officer of Albatros S.L.U., a company in the
Schaltbau Group, from 2014 to 2018.Oscar Crespo Gutierrez, 47 –
Chief Operating Officer
Oscar Crespo Gutierrez
has over 15 years of national and international experience in the
direction and management of mining operations. From September 2016
to October 2021 Mr. Crespo Gutierrez was the Country Manager at
Enaex Mexico SA de CV. He holds a master’s degree in Mining
Engineering in Mine Development from the University of Leon and a
professional engineering designation.
Miguel de la Campa, 76
– Chairman of the Board of Directors
Miguel de la Campa has
served as vice chairman of the GCGC board of directors since March
27, 2019 and was the executive co-chairman of the GCGC board of
directors from August 20, 2010 to March 27, 2019. He has served as
a director of Western Atlas Resources Inc. since October 9, 2019
and a director of Strategic Minerals Spain, S.L. since January
2018. Mr. de la Campa was also the executive co-chairman of the
board of Pacific Exploration & Production Corporation from
January 23, 2008 to November 2, 2016. Previously, Mr. de la Campa
was the president and co-founder of Bolivar Gold Corp., a director
of Petro Magdalena Energy Corp. and a co-founder of Pacific Stratus
Energy. Mr. de la Campa has a BSFS in International Economics and
an MA in Political Economics from Georgetown University.
Campbell Becher, 49 -
Director
Campbell Becher has
extensive experience in the capital markets industry. He was the
Chief Executive Officer of Bryon Capital Markets for over five
years and has been President of Orchid Capital Partners Corp. since
2014. Since February 2021, Mr. Becher has also held the position of
President at Becher Family Holdings.
Francisco Garcia
Polonio, 56 – Director
Francisco Garcia
Polonio is the co-founder of SMS and has been its executive
director since January 2011. In line with his search for projects
related mainly to mining, he is also the chief executive officer
and founder of Salamanca Ingenieros. Mr. Polonio has a PhD in mine
engineering from the Polytechnic University of Madrid (“UPM”) and a
master’s degree in storing radioactive waste from UPM, and a
master’s degree in corporate finance from the IE Business
School.
Gabriela Kogan, 35 –
Director
Gabriela Kogan has
extensive experience in the capital markets industry working as an
investment banker. She was Vice President, Global Metals and Mining
at BMO Capital Markets from March 2015 to September 2020. Since
November 2020, Gabriela has been the president and founder of Haume
Inc. Mrs. Kogan holds a Bachelor of Commerce with a major in
Finance from McGill University and has completed all three levels
of the CFA designation.
Elena Terrón, 45 –
Corporate Secretary
Elena Terrón worked as
a lawyer at Melton & Mine S.L.P. from November 2016 to June
2019. Since June 2019 Ms. Terrón has worked in a legal and
corporate role at Strategic Minerals Spain S.L. Ms. Terrón holds a
law degree from the University of Salamanca.
NEO Exchange Approval
Trading in the Buccaneer Shares was previously
halted on August 25, 2021 at the request of Buccaneer in connection
with the announcement of the Transaction. The Buccaneer Shares are
expected to be de-listed from the CSE on December 8, 2021, and,
subject to the following, are expected to be listed for trading on
the NEO on December 9, 2021. The Transaction remains subject to
final approval by the NEO and fulfillment of all of the
requirements of the NEO in order to obtain such approval including,
among other things, submission and acceptance of all documents
requested by the NEO in its conditional acceptance letter and
payment of all outstanding fees to the NEO. Until final approval of
the NEO is obtained and a final bulletin is issued, trading in the
Resulting Issuer Shares will remain halted; however, it is expected
that trading will resume on December 9, 2021. Upon listing and
resumption of trading, the Resulting Issuer Shares will trade on
the NEO under the symbol “SNTA”.
Early Warning
In connection with the Transaction, each of
Miguel de la Campa (with an address of Rua Buenos Aires 35, Lisboa,
1200-623, Portugal), Serafino Iacono (with an address of Duplex 1,
Complejo Bianco Loft, Altos Del Golf Ave. República de India
Panama) and Jaime Perez Branger (with an address of Calle Juan
Bravo 17, Bajo Izq. Madrid, 28006 Spain) acquired ownership,
control or direction over Resulting Issuer Shares requiring
disclosure pursuant to the early warning requirements of applicable
securities laws.
Mr. de la Campa, in exchange for his holding of
SMEI Shares, acquired 68,510,875 Resulting Issuer Shares
representing approximately 29.0% of Strategic Minerals’ issued and
outstanding shares on a non-diluted basis. Mr. de la Campa
indirectly owns or controls 66,510,875 Resulting Issuer Shares
through Highgrade Recursos - Servicios e Investimentos Unipessoal
Lda., of which he is the sole shareholder, and holds 2,000,000
directly. Mr. de la Campa also, in exchange for his holding of SMEI
Warrants, acquired and directly or indirectly owns or controls
2,392,510 Resulting Issuer Warrants, which represent approximately
7.2% of Strategic Minerals’ issued and outstanding warrants on a
non-diluted basis.
Mr. Iacono, in exchange for his holding of SMEI
Shares, acquired 44,096,053 Resulting Issuer Shares representing
approximately 18.6% of Strategic Minerals’ issued and outstanding
shares on a non-diluted basis, of which Mr. Iacono holds 42,096,053
Resulting Issuer Shares directly and 2,000,000 Resulting Issuer
Shares indirectly through Fundación Angelitos de Luz, over which he
exercises trading discretion. Mr. Iacono also, in exchange for his
holding of SMEI Warrants, acquired and directly or indirectly owns
or controls 2,301,884 Resulting Issuer Warrants, representing
approximately 7.0% of Strategic Minerals’ issued and outstanding
warrants on a non-diluted basis.
Mr. Perez Branger, in exchange for his holding
of SMEI Shares, acquired 25,038,584 Resulting Issuer Shares
representing approximately 10.6% of Strategic Minerals’ issued and
outstanding shares on a non-diluted basis, all of which Mr. Perez
Branger holds directly. Mr. Perez Branger also, in exchange for his
holding of SMEI Warrants, acquired and directly owns or controls
775,256 Resulting Issuer Warrants, representing approximately 2.3%
of Strategic Minerals’ issued and outstanding warrants on a
non-diluted basis.
The securities of Strategic Minerals acquired by
each of Messrs. de la Campa, Iacono and Perez Branger are presently
being held only for investment purposes. Each holder may from time
to time in the future increase or decrease their ownership, control
or direction over securities of Strategic Minerals held by each of
them, through market transactions, private agreements or otherwise,
the whole depending on market conditions, the business and
prospects of Strategic Minerals and other relevant factors.
A copy of each early warning report (the
“Early Warning Report”) will be filed by each of
Messrs. de la Campa, Iacono and Perez Branger, respectively,
pursuant to applicable securities laws in connection with the
completion of the Transaction. A copy of each Early Warning Report
to which this press release relates will be available under
Strategic Minerals’ profile on SEDAR www.sedar.com, or can be
obtained from Peter Volk at Strategic Mineral’s registered office
at 365 Bay Street, Suite 800, Toronto, Ontario M5H 2V1 or by
calling (416) 361-3121.
The Resulting Issuer Shares and Warrants
acquired by each of Messrs. de la Campa, Iacono and Perez Branger
are held in escrow pursuant to the escrow arrangements described
above under “Escrowed Securities”.
Additional information on Strategic Minerals can
be found by reviewing its profile on SEDAR at www.sedar.com.
About Strategic Minerals Europe
Corp.
Strategic Minerals’ wholly owned subsidiary
Strategic Minerals Spain, S.L. (“SMS”), a
corporation incorporated pursuant to Spanish law, is involved in
the identification, exploration, and development of mineral
resource properties, predominantly in Spain. SMS hold permits and
licenses pertaining to two mining projects in Spain, which are
referred to as the Alberta II Project and the Penouta Project,
respectively. Strategic Minerals the largest producer of tin and
tantalum in the European Union and is positioned as a 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.
Qualified Persons
Strategic Minerals
engaged Martin Frank Pittuck (the “Author”) to
prepare the Penouta Project Technical Report. The Author is a
“qualified person” and considered “independent”, as such terms are
defined in NI 43-101. All of the scientific and technical mining
disclosure contained in this news release and the Filing Statement
regarding the Penouta Project has been reviewed and approved by the
Author. The materials Part III – Information Concerning Strategic -
Material Mineral Project - Penouta Project” in the Filing Statement
comprise the “Summary” section of the Penouta Project Technical
Report.
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. 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 and
Uncertainties" in the Filing Statement dated as of December 6, 2021
which is available for view on SEDAR at www.sedar.com.
Forward-looking statements contained herein 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.
Further Information
For further information regarding the Transaction, please
contact:
Elena Terrón, Corporate SecretaryStrategic Minerals Europe
Corp.eterron@strategicminerals.com
Peter Volk, Wildeboer Dellelce LLPpvolk@wildlaw.ca
Buccaneer Gold Corp. (TSXV:BGG)
Historical Stock Chart
From Jun 2024 to Jul 2024
Buccaneer Gold Corp. (TSXV:BGG)
Historical Stock Chart
From Jul 2023 to Jul 2024