Strategic Metals Ltd.

TSX.V:SMD $0.325

Strategic Metals Announces Board Approval of a Shareholder Rights Plan and the Granting of Incentive Stock Options


January 4, 2012 -- Strategic Metals Ltd. (TSX-V: SMD) ("Strategic") has approved the adoption of a shareholder rights plan designed to provide its shareholders with full and fair value in the event of a possible takeover bid for its common shares. Adoption of this shareholder rights plan will be submitted for ratification by shareholders at a general meeting of Strategic's shareholders to be held within the next 6 months, and is subject to regulatory acceptance.

Strategic believes that this shareholder rights plan preserves the fair treatment of shareholders, and is consistent with Canadian corporate practice and institutional investor guidelines. The objective of the shareholder rights plan is to ensure that, in the event of a bid for control through acquisition of Strategic's common shares, there are provisions in place to:

  • provide for the orderly presentation of permitted bids to shareholders;
  • provide adequate time for competing bids to emerge;
  • ensure shareholders have an equal opportunity to participate in competing bids;
  • give shareholders adequate time to properly assess any competing bids; and
  • explore and develop alternatives for maximizing shareholder value.
Under the terms of the shareholder rights plan, Strategic will distribute one right of exercise for every common share outstanding as at the time of record. The rights issued under the shareholder rights plan will become exercisable when a person, including any related parties, acquires or announces its intention to acquire 20 per cent or more of Strategic's outstanding common shares without complying with the permitted bid provisions or without approval of Strategic's Board of Directors. If that occurs, each right would entitle a holder, other than the acquiring person and related parties, to purchase common shares of Strategic at a substantial discount to their market value.


A permitted bid must be made through a takeover bid circular prepared in compliance with applicable securities laws, remain open for 60 days and satisfy certain other conditions.

As of the date of this News Release, Strategic is not aware of any pending or threatened takeover bid for its common shares.

In addition, Strategic has granted incentive stock options to certain of its directors, officers, employees and consultants under its Incentive Stock Option Plan, entitling them to purchase up to a total of 3,715,000 shares at a price of $1.45 for a period of five years.


About Strategic Metals Ltd.

Strategic is a pre-eminent explorer and claimholder in the Yukon, with an exceptional portfolio of 160 property and royalty interests. Strategic currently has approximately $30 million in cash, and will receive an additional $13.8 million pending the sale of royalties. The Company also owns marketable shares of other resource companies, including 9.7% of ATAC Resources Ltd., 18.8% of Silver Range Resources Ltd., 26.1% of Rockhaven Resources Ltd, and 19.9% of Wolverine Minerals Corp.


ON BEHALF OF THE BOARD

"Bruce A. Youngman"

Chairman


For further information concerning Strategic or its various exploration projects please visit our website atwww.strategicmetalsltd.com or contact:

Bruce A. Youngman
Chairman
Tel: (604)-687-2522
Email: byoungman@strategicmetalsltd.com


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.