TORONTO, Dec. 06, 2021 (GLOBE NEWSWIRE) -- 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 Secretary
Strategic Minerals Europe Corp.
eterron@strategicminerals.com
Peter Volk, Wildeboer Dellelce LLP
pvolk@wildlaw.ca
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