Strategic Metals Ltd. Announces Spin-out Transaction To Create New Company
January 11, 2011 - Strategic Metals Ltd. (TSX-V: SMD) ("Strategic" or the "Company") announces that its board of directors has unanimously approved a proposal to undertake a spin-out transaction to segregate some of its assets into a separate company. Under the terms of the proposed transaction, Strategic will transfer its Silver Range and Mint projects and approximately $17 million in cash to Silver Range Resources Ltd., a wholly-owned subsidiary ("Silver Range") in return for Silver Range shares and warrants, the majority of which will then be distributed to Strategic shareholders by way of a plan of arrangement. Strategic will retain all of its other assets, including property and royalty interests, remaining working capital, and shares it holds in other publicly-traded companies. The closing of this transaction requires that Silver Range obtain conditional approval for the listing of its common shares and share purchase warrants on the TSX Venture Exchange.
Spin-out of Silver Range Resources Ltd.
The transaction is intended to increase value for Strategic shareholders by creating a new precious metal focused company that will advance bulk tonnage, porphyry targets at the silver-enriched Silver Range project and the gold-rich Mint project, both located in the Yukon Territory. Strategic shareholders will be asked to vote on the proposal at a special meeting of its shareholders, expected to be convened in April 2011. The proposal to be presented to shareholders would result in each Strategic shareholder receiving, on the effective date of the transaction, one Silver Range common share and one-half of a transferable 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. Adequate advance notice of the effective date of the transaction will be provided in due course.
W. Douglas Eaton, the President and CEO of Strategic stated, "The management and Board of Directors of Strategic believe that the proposed spin-out is an excellent opportunity for shareholders to maximize the value of their Strategic holdings, which is not being reflected in the current share price."
Management of Silver Range
Silver Range management will include W. Douglas Eaton as the President and CEO, Bruce A. Youngman as Chairman, Glenn R. Yeadon as Secretary, and Larry B. Donaldson as CFO. Messrs. Eaton, Youngman and Yeadon will all be directors of Silver Range. The names of additional directors and management of Silver Range are expected to be announced in the near future. The current board and management of Strategic will be unchanged.
The proposed transaction, which is subject to shareholder approval and regulatory acceptance, including the acceptance for filing by the TSX Venture Exchange and the Supreme Court of British Columbia, is expected to be implemented through a plan of arrangement under the Business Corporations Act (British Columbia). Subject to the final approval of the Board of Strategic in the fixing of the date for the special meeting of its shareholders, Strategic shareholders will receive a Management Information Circular with further details of the proposed spin-out transaction.
Silver Range Project:
The Silver Range Project is a bulk-tonnage silver-zinc-lead-copper project situated in the Faro District of south-central Yukon. Initial widely spaced drilling at the Keg Zone in 2010 intersected broad intervals of porphyry-style, disseminated and stockwork mineralization in all four holes. This drilling partially tested a 550 metre strike length, while geochemical and geophysical anomalies associated with the Keg Zone indicate a target area about four kilometres long and several hundred metres wide. Five more large-scale zones of silver-zinc-lead-copper mineralization have been identified on the project, which has been expanded to cover more than 700 square kilometres. A comprehensive exploration program is planned for the Silver Range Project in 2011, with five diamond drills already reserved. During the 1970's and 1980's, the Faro District was the site of the largest open-pit lead-zinc-silver mining operation in Canada, and the area still has excellent but now under-utilized infrastructure.
The Mint Property hosts newly discovered alkaline-type porphyry gold, copper and molybdenum mineralization that is associated with a young, very high level hornblende-biotite granodiorite stock. This discovery is situated within a belt of porphyry deposits that extends along the length of the Wrangellia geological terrane from Vancouver Island to Alaska. The property comprises 250 claims located 25 km south of the Alaska Highway in southwestern Yukon. Soil samples collected during summer 2010 outlined a 400 by 1200 m area of strongly to very strongly anomalous gold values (100 to 3400 ppb), which are accompanied by high copper and molybdenum values. Preliminary results from an airborne geophysical survey show potassic and magnetic highs that are approximately coincident with the soil anomaly.
Heather Smith, P.Geo., a qualified person as defined by National Instrument 43-101, has supervised the preparation of the scientific and technical information that forms the basis for this New Release and has approved the disclosure herein.
About Strategic Metals Ltd.
Strategic is a pre-eminent explorer and claim holder in the Yukon, with 38 properties under option to other companies, 8 properties subject to a sales agreement and approximately 100 wholly-owned properties. Strategic also holds royalty interests in 8 projects, including a net smelter return royalty on part of the Wolverine Deposit which is scheduled to commence production in 2011.
Completion of the Plan of Arrangement will be subject to a number of conditions, including but not limited to TSX Venture Exchange acceptance and approval of Strategic's shareholders by way of special resolution. The transaction cannot close until the required shareholder approval is obtained, and there can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in Strategic's Management Information Circular to be prepared in connection with this transaction, any information released or received with respect to this transaction may not be accurate or complete and should not be relied upon.
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
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.