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December 13, 2022
Vancouver, British Columbia – Strategic Resources Inc. (TSXV:SR) (the “Company” or “Strategic”) is pleased to announce it has entered into an arm’s length share exchange agreement with BlackRock Metals Inc. (“BlackRock”) dated December 13, 2022 (the “Share Exchange Agreement”) pursuant to which Strategic will acquire all of the outstanding shares in BlackRock for shares of Strategic (the “Transaction”). The Transaction will constitute a reverse takeover of Strategic. Upon completion of the Transaction, BlackRock will become a wholly-owned subsidiary of Strategic. Strategic will continue to trade on the TSX Venture Exchange (the “TSXV”) under the name “Strategic Resources Inc.”. The combined entity will create a leading critical minerals company in Tier 1 global mining jurisdictions.
Scott Hicks, Strategic Resources CEO and Director commented: “This Transaction is the third step in the Company’s mission to add large-scale vanadium resources in Tier 1 global jurisdictions. The combination of these assets provides a path to being a globally significant producer and will help unlock value for shareholders. Our team is extremely excited to welcome BlackRock’s shareholders as large institutional shareholders and long-term partners of the Company.”
Sean Cleary, BlackRock Chairman and CEO added: “The combination of Strategic and BlackRock creates a platform for growth in critical minerals (vanadium / titanium alloy) and battery industries globally. The Transaction also enhances the value of our high purity pig iron / vanadium / titanium project. The execution of our business plan will help secure a North American supply of vanadium, titanium and steel value chain inputs that have the lowest carbon intensity products available on the market. The addition of Ross Beaty and his experienced management team alongside the BlackRock management team and institutional shareholders also accelerates our ability to advance the financing and construction of the BlackRock Project.”
The Transaction has been approved by the board of directors of both BlackRock and Strategic, and is subject to various closing conditions including approval of shareholders of Strategic, certain regulatory approvals, including clearance under the Competition Act (Canada), completion of the Offering (as defined below) and approval of the TSXV.
Concurrently with the Transaction, the Company will raise $14.0 million of equity through a private placement of $13.5 million of subscription receipts (“Receipts”) and $0.5 million of convertible debentures (collectively the “Offering”). The Receipts will be issued at a price of $0.50 per Receipt. The Offering is expected to be led by current BlackRock shareholders, including Orion Resource Partners (USA) LP (“Orion”), and Ross Beaty, who collectively have indicated an intention to contribute $11.6 million. The participation of a shareholder of BlackRock (Investissement Québec) in the Receipts private placement is subject to approval of the Government of Québec. Each Receipt will entitle the holder to receive, without payment of additional consideration or further action, upon closing of the Transaction, one common share of Strategic (a “Strategic Share”).
Key Transaction Highlights:
The Transaction will proceed by way of a share exchange where BlackRock’s shareholders will receive 280,000,000 Strategic Shares in exchange for 100% of BlackRock’s existing common shares, representing total consideration equal to approximately $140 million, based on a price per Strategic Share of $0.50, which is equal to the issue price of the Receipts.
It is anticipated that upon completion of the Transaction, current Strategic shareholders will own 14% and BlackRock shareholders will own 86%, respectively, of the post-Transaction issued and outstanding Strategic Shares (there are currently 44,833,038 of Strategic Shares issued and outstanding), without giving effect to the Offering, potential stock option exercises or potential warrant exercises.
Immediately following completion of the Transaction and the Offering, Strategic will consolidate the Strategic Shares at a ratio of six pre-consolidation shares to one post-consolidation share.
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