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Strategic Minerals Europe Corp. Completes Reverse Takeover

TORONTO, Dec. 06, 2021 (GLOBE NEWSWIRE) — Strategic Minerals Europe Corp. (“Strategic Minerals” or the “Ensuing Issuer”) (previously Buccaneer Gold Corp. (“Buccaneer”)) is happy to announce the completion of its beforehand introduced reverse takeover transaction (the “RTO” or “Transaction”) with Strategic Minerals Europe Inc. (“SMEI”), a privately held mineral exploration and improvement firm, by the use of share trade, pursuant to which Buccaneer agreed to buy the excellent shares of SMEI (“SMEI Shares”) and the excellent 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 every SMEI shareholder. In reference to the Transaction, Buccaneer and SMEI entered right into a share trade settlement dated efficient August 24, 2021, as amended efficient November 3, 2021 (the “Share Alternate Settlement”). Pursuant to this Share Alternate Settlement, Buccaneer modified its identify to Strategic Minerals Europe Corp., consolidated its shares on a 5:1 foundation and exchanged SMEI Shares for Buccaneer Shares on a 1:1 foundation.

The Transaction

Pursuant to the Transaction, the holders of the issued and excellent SMEI Shares acquired one post-Consolidation (as outlined under) Buccaneer Share for every SMEI Share held. Buccaneer agreed to, and acquired, shareholder approval for the consolidation of its excellent shares at a 5:1 ratio to end in a complete of roughly 6,204,333 Buccaneer Shares (the “Consolidation”) being held by present Buccaneer shareholders within the Ensuing Issuer. In reference to the completion of the Transaction, Strategic Minerals because the Ensuing Issuer has issued roughly 31,519,395 Ensuing Issuer warrants (the “Ensuing Issuer Warrants”) to the prevailing warrant holders of SMEI and can subject roughly 1,551,083 Ensuing Issuer Warrants to shareholders of Buccaneer as of the report date December 3, 2021.

Completion of the Transaction was topic to numerous different situations which are customary for a transaction of this nature, together with, with out limitation: (i) completion of the Non-Brokered Providing (as outlined under) for minimal gross proceeds of at the very least $5,300,000; (ii) clearing any excellent Buccaneer debt past $20,000 comprised of commerce payables of lower than 30 days or much less, excluding accruals for authorized charges incurred in reference to the Transaction (topic to a most of $40,000, excluding relevant taxes and disbursements, and excluding sure different agreed accruals); and (iii) Buccaneer having an agreed stability of money available.

A abstract of fabric modifications ensuing from the Transaction are offered herein. For additional info, readers are referred to the submitting assertion of the Ensuing Issuer dated December 6, 2021 (the “Submitting Assertion”) which was ready in accordance with the necessities of the Neo Alternate Inc. (“NEO”) and filed below Strategic Minerals’ SEDAR profile at www.sedar.com. Included within the Submitting Assertion is a abstract of the Nationwide Instrument 43-101 – Requirements of Disclosure for Mineral Initiatives (“NI 43-101”) technical report ready pursuant to NI 43-101, ready by SRK Consulting (UK) Restricted (“SRK”) marketing consultant Martin Pittuck (Useful resource Geology) titled “An Up to date Mineral Useful resource Estimate and NI 43-101 Technical Report on the Penouta Tin Deposit, Ourense, Galicia, Spain” with an efficient date of March 5, 2021 (the “Penouta Mission Technical Report”). The total model of the Penouta Mission Technical Report can also be out there on the Ensuing Issuer’s SEDAR profile at www.sedar.com.

Concurrent Financings

SMEI accomplished, in a collection of tranches, a non-brokered providing of 29,025,000 items (“SMEI Items”) at a worth of $0.25 per SMEI Unit (the “Non-Brokered Providing”) for gross proceeds of roughly $7,256,250. Every SMEI Unit consisted of 1 SMEI Share and one SMEI Warrant. Every SMEI Warrant was exercisable into one SMEI Share at a worth of $0.40 for a interval expiring 5 years from the date of issuance. In reference to the Non-Brokered Providing, SMEI issued 1,242,000 advisory items and $47,175 in advisory charges to numerous third events.

The online proceeds from the Non-Brokered Providing are anticipated for use for (i) exploration and exploitation of the Penouta Mine, situated in Spain; (ii) exploration of the Alberta II Mission, situated in Spain; (iii) common working capital functions; (iv) tin smelter prices; and (v) fee of bills incurred in reference to the Providing.

Title Change, Consolidation and Board

Instantly previous to the completion of the Transaction, Buccaneer effected the consolidation of its shares on a 5:1 foundation and exchanged SMEI Shares for Buccaneer Shares on a 1:1 foundation, modified its identify to “Strategic Minerals Europe Corp.”, reconstituted its Board to encompass nominees of SMEI, and all present officers of Buccaneer resigned and have been changed by nominees of SMEI.

Consolidated Capitalization

After giving impact to the Transaction and the Non-Brokered Providing, there are (i) 236,471,333 Ensuing Issuer shares (the “Ensuing Issuer Shares”) issued and excellent; (ii) 33,070,478 Ensuing Issuer Warrants issued and excellent, with every warrant being exercisable for a Ensuing Issuer Share at an train worth of $0.40 and having an expiry date of July 15, 2026; and (iii) no Ensuing Issuer choices.

Escrowed Securities

Pursuant to the necessities of the NEO, upon itemizing of the Ensuing Issuer Shares, all securities of the Ensuing Issuer which are held by “principals” of the Ensuing Issuer (in addition to sure different founding shareholders of SMEI) (collectively, the “Escrowed Securityholders”) shall be positioned into escrow. Upon completion of the Transaction, there may be an mixture of 207,730,000 Ensuing Issuer Shares and eight,982,395 Ensuing Issuer Warrants that shall be held pursuant to a safety escrow settlement (“Ensuing Issuer Escrow Settlement”) entered amongst TSX Belief Firm, as Ensuing Issuer escrow agent, the Ensuing Issuer, and the Escrowed Securityholders.

Topic to the Ensuing Issuer Escrow Settlement, 5% of the Ensuing Issuer Shares and the Ensuing Issuer warrants held by the Escrowed Shareholders shall be launched from escrow 3 months after the itemizing on the NEO (“Itemizing”), 10% shall be launched from escrow 6 months after Itemizing, 10% shall be launched from escrow 12 months after Itemizing, and an extra 25% shall be launched on the dates which are 15 months, 18 months, 21 months following Itemizing.

Administrators, Officers and Promoters

In reference to the Transaction, the next people have been elected to function members of the board of administrators of the Ensuing Issuer or appointed as officers. The next info is as furnished by such administrators and officers.

Jaime Perez Branger, 62 – CEO and Director

Jaime Perez Branger has over 30 years of expertise in finance and capital markets. He has been a director of Strategic Minerals Spain since January 2018, has served as Managing Director of Subsequent Ventures Corp., a monetary advisory agency, from January 2012 to January 2018 and was the Govt Chairman of Petro Magdalena Vitality Corp. from June 2011 to July 2012. Mr. Perez Branger was additionally the President of C.A. Agropecuria San Francisco from Could 2003 to October 2011. He was the founder and Managing Director of Andino Capital Markets in 1996; Vice President of Vestcorp Companions Inc. from 1991 to 1995; and Vice President at Citibank in Caracas from 1990 to 1991. He additionally serves on the board of Caribbean Sources Company and Gran Colombia Gold Corp. (“GCGC”), amongst different non-public and public corporations. Mr. Perez Branger holds a Grasp’s Diploma of Economics from the London College of Economics.

Jose Alfonso Granda Gonzalez, 57 – Chief Monetary Officer

J. Alfonso Granda has over 20 years’ expertise in Monetary Administration, performing because the CFO/Director of Company Management and being a part of the chief steering committees. He has developed his skilled background in multinational corporations (each listed and unlisted), non-public fairness and household companies, and has labored within the industrial, medical sector of healthcare and biopharmaceutical sectors. He has diploma in Economics and Enterprise Administration from the Colegio Universitario de Estudios Financieros (C.U.N.E.F.) specialising in Finance, an Worldwide Grasp’s Diploma in Enterprise Administration from the I.E. Enterprise College and an Worldwide Enterprise Course from the London Enterprise College, and has additionally been a part-time professor on the I.E. Enterprise College (Enterprise Improvement Division). Previous to becoming a member of SMEI in November 2021, he labored at Kobe Gestion Estrategica, S.L. as Finance Supervisor in 2021, was Chief Monetary Officer at ADL Bionatur Options S.A. from 2019 to 2021, served as Chief Monetary Officer of Afera Group from 2018 to 2019, and was successively Director of Company Management after which Chief Monetary Officer of Albatros S.L.U., an organization within the Schaltbau Group, from 2014 to 2018.

Oscar Crespo Gutierrez, 47 – Chief Working Officer

Oscar Crespo Gutierrez has over 15 years of nationwide and worldwide expertise within the course and administration of mining operations. From September 2016 to October 2021 Mr. Crespo Gutierrez was the Nation Supervisor at Enaex Mexico SA de CV. He holds a grasp’s diploma in Mining Engineering in Mine Improvement from the College of Leon and knowledgeable engineering designation.

Miguel de la Campa, 76 – Chairman of the Board of Administrators

Miguel de la Campa has served as vice chairman of the GCGC board of administrators since March 27, 2019 and was the chief co-chairman of the GCGC board of administrators from August 20, 2010 to March 27, 2019. He has served as a director of Western Atlas Sources Inc. since October 9, 2019 and a director of Strategic Minerals Spain, S.L. since January 2018. Mr. de la Campa was additionally the chief co-chairman of the board of Pacific Exploration & Manufacturing Company from January 23, 2008 to November 2, 2016. Beforehand, Mr. de la Campa was the president and co-founder of Bolivar Gold Corp., a director of Petro Magdalena Vitality Corp. and a co-founder of Pacific Stratus Vitality. Mr. de la Campa has a BSFS in Worldwide Economics and an MA in Political Economics from Georgetown College.

Campbell Becher, 49 – Director

Campbell Becher has intensive expertise within the capital markets business. He was the Chief Govt Officer of Bryon Capital Markets for over 5 years and has been President of Orchid Capital Companions Corp. since 2014. Since February 2021, Mr. Becher has additionally held the place of President at Becher Household Holdings.

Francisco Garcia Polonio, 56 – Director

Francisco Garcia Polonio is the co-founder of SMS and has been its govt director since January 2011. In keeping with his seek for initiatives associated primarily to mining, he’s additionally the chief govt officer and founding father of Salamanca Ingenieros. Mr. Polonio has a PhD in mine engineering from the Polytechnic College of Madrid (“UPM”) and a grasp’s diploma in storing radioactive waste from UPM, and a grasp’s diploma in company finance from the IE Enterprise College.

Gabriela Kogan, 35 – Director

Gabriela Kogan has intensive expertise within the capital markets business working as an funding banker. She was Vice President, International Metals and Mining at BMO Capital Markets from March 2015 to September 2020. Since November 2020, Gabriela has been the president and founding father of Haume Inc. Mrs. Kogan holds a Bachelor of Commerce with a significant in Finance from McGill College and has accomplished all three ranges of the CFA designation.

Elena Terrón, 45 – Company Secretary

Elena Terrón labored as a lawyer at Melton & Mine S.L.P. from November 2016 to June 2019. Since June 2019 Ms. Terrón has labored in a authorized and company function at Strategic Minerals Spain S.L. Ms. Terrón holds a legislation diploma from the College of Salamanca.

NEO Alternate Approval

Buying and selling within the Buccaneer Shares was beforehand halted on August 25, 2021 on the request of Buccaneer in reference to the announcement of the Transaction. The Buccaneer Shares are anticipated to be de-listed from the CSE on December 8, 2021, and, topic to the next, are anticipated to be listed for buying and selling on the NEO on December 9, 2021. The Transaction stays topic to closing approval by the NEO and achievement of all the necessities of the NEO with a view to acquire such approval together with, amongst different issues, submission and acceptance of all paperwork requested by the NEO in its conditional acceptance letter and fee of all excellent charges to the NEO. Till closing approval of the NEO is obtained and a closing bulletin is issued, buying and selling within the Ensuing Issuer Shares will stay halted; nevertheless, it’s anticipated that buying and selling will resume on December 9, 2021. Upon itemizing and resumption of buying and selling, the Ensuing Issuer Shares will commerce on the NEO below the image “SNTA”.

Early Warning

In reference to the Transaction, every of Miguel de la Campa (with an tackle of Rua Buenos Aires 35, Lisboa, 1200-623, Portugal), Serafino Iacono (with an tackle of Duplex 1, Complejo Bianco Loft, Altos Del Golf Ave. República de India Panama) and Jaime Perez Branger (with an tackle of Calle Juan Bravo 17, Bajo Izq. Madrid, 28006 Spain) acquired possession, management or course over Ensuing Issuer Shares requiring disclosure pursuant to the early warning necessities of relevant securities legal guidelines.

Mr. de la Campa, in trade for his holding of SMEI Shares, acquired 68,510,875 Ensuing Issuer Shares representing roughly 29.0% of Strategic Minerals’ issued and excellent shares on a non-diluted foundation. Mr. de la Campa not directly owns or controls 66,510,875 Ensuing Issuer Shares by way of Highgrade Recursos – Servicios e Investimentos Unipessoal Lda., of which he’s the only real shareholder, and holds 2,000,000 straight. Mr. de la Campa additionally, in trade for his holding of SMEI Warrants, acquired and straight or not directly owns or controls 2,392,510 Ensuing Issuer Warrants, which signify roughly 7.2% of Strategic Minerals’ issued and excellent warrants on a non-diluted foundation.

Mr. Iacono, in trade for his holding of SMEI Shares, acquired 44,096,053 Ensuing Issuer Shares representing roughly 18.6% of Strategic Minerals’ issued and excellent shares on a non-diluted foundation, of which Mr. Iacono holds 42,096,053 Ensuing Issuer Shares straight and a couple of,000,000 Ensuing Issuer Shares not directly by way of Fundación Angelitos de Luz, over which he workout routines buying and selling discretion. Mr. Iacono additionally, in trade for his holding of SMEI Warrants, acquired and straight or not directly owns or controls 2,301,884 Ensuing Issuer Warrants, representing roughly 7.0% of Strategic Minerals’ issued and excellent warrants on a non-diluted foundation.

Mr. Perez Branger, in trade for his holding of SMEI Shares, acquired 25,038,584 Ensuing Issuer Shares representing roughly 10.6% of Strategic Minerals’ issued and excellent shares on a non-diluted foundation, all of which Mr. Perez Branger holds straight. Mr. Perez Branger additionally, in trade for his holding of SMEI Warrants, acquired and straight owns or controls 775,256 Ensuing Issuer Warrants, representing roughly 2.3% of Strategic Minerals’ issued and excellent warrants on a non-diluted foundation.

The securities of Strategic Minerals acquired by every of Messrs. de la Campa, Iacono and Perez Branger are presently being held just for funding functions. Every holder could occasionally sooner or later improve or lower their possession, management or course over securities of Strategic Minerals held by every of them, by way of market transactions, non-public agreements or in any other case, the entire relying on market situations, the enterprise and prospects of Strategic Minerals and different related elements.

A duplicate of every early warning report (the “Early Warning Report”) shall be filed by every of Messrs. de la Campa, Iacono and Perez Branger, respectively, pursuant to relevant securities legal guidelines in reference to the completion of the Transaction. A duplicate of every Early Warning Report back to which this press launch relates shall be out there below Strategic Minerals’ profile on SEDAR www.sedar.com, or could be obtained from Peter Volk at Strategic Mineral’s registered workplace at 365 Bay Road, Suite 800, Toronto, Ontario M5H 2V1 or by calling (416) 361-3121.

The Ensuing Issuer Shares and Warrants acquired by every of Messrs. de la Campa, Iacono and Perez Branger are held in escrow pursuant to the escrow preparations described above below “Escrowed Securities”.

Further info on Strategic Minerals could be discovered 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”), an organization included pursuant to Spanish legislation, is concerned within the identification, exploration, and improvement of mineral useful resource properties, predominantly in Spain. SMS maintain permits and licenses pertaining to 2 mining initiatives in Spain, that are known as the Alberta II Mission and the Penouta Mission, respectively. Strategic Minerals the most important producer of tin and tantalum within 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” below relevant securities laws within the provinces of British Columbia, Alberta and Ontario.

Further info on Strategic Minerals could be discovered by reviewing its profile on SEDAR at www.sedar.com.

Certified Individuals

Strategic Minerals engaged Martin Frank Pittuck (the “Creator”) to organize the Penouta Mission Technical Report. The Creator is a “certified particular person” and thought of “unbiased”, as such phrases are outlined in NI 43-101. The entire scientific and technical mining disclosure contained on this information launch and the Submitting Assertion concerning the Penouta Mission has been reviewed and accepted by the Creator. The supplies Half III – Info Regarding Strategic – Materials Mineral Mission – Penouta Mission” within the Submitting Assertion comprise the “Abstract” part of the Penouta Mission Technical Report.

Cautionary Observe Relating to Ahead-Wanting Info:

This information launch comprises “forward-looking info” and “forward-looking statements” (collectively, “forward-looking statements”) inside the that means of the relevant Canadian securities laws. All statements, apart from statements of historic reality, are forward-looking statements and are based mostly on expectations, estimates and projections as on the date of this information launch. Any assertion that includes discussions with respect to predictions, expectations, beliefs, plans, projections, aims, assumptions, future occasions or efficiency (usually however not all the time utilizing phrases comparable to “expects”, or “doesn’t anticipate”, “is predicted”, “anticipates” or “doesn’t anticipate”, “plans”, “finances”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such phrases and phrases or stating that sure actions, occasions or outcomes “could” or “might”, “would”, “may” or “will” be taken to happen or be achieved) are usually not statements of historic reality and could also be forward-looking statements.

Ahead-looking statements contain recognized and unknown dangers, uncertainties and different elements which can trigger the precise outcomes, efficiency or achievements of Strategic Minerals to be materially completely different from any future outcomes, efficiency or achievements expressed or implied by the forward-looking statements. Elements that would trigger precise outcomes to vary materially from these anticipated in these forward-looking statements are described below the caption “Dangers and Uncertainties” within the Submitting Assertion dated as of December 6, 2021 which is out there for view on SEDAR at www.sedar.com. Ahead-looking statements contained herein are made as of the date of this press launch and Strategic Minerals disclaims, apart from as required by legislation, any obligation to replace any forward-looking statements whether or not because of new info, outcomes, future occasions, circumstances, or if administration’s estimates or opinions ought to change, or in any other case. There could be no assurance that forward-looking statements will show to be correct, as precise outcomes and future occasions might differ materially from these anticipated in such statements. Accordingly, the reader is cautioned to not place undue reliance on forward-looking statements.

Strategic Minerals’ operations might be considerably adversely affected by the results of a widespread international outbreak of a contagious illness, together with the latest outbreak of sickness brought on by COVID-19. It’s not potential to precisely predict the affect COVID-19 may have on operations and the flexibility of others to fulfill their obligations, together with uncertainties referring to the final word geographic unfold of the virus, the severity of the illness, the length of the outbreak, and the size of journey and quarantine restrictions imposed by governments of affected nations. As well as, a major outbreak of contagious illnesses within the human inhabitants might end in a widespread well being disaster that would adversely have an effect on the economies and monetary markets of many nations, leading to an financial downturn that would additional have an effect on operations and the flexibility to finance its operations.

Additional Info

For additional info concerning the Transaction, please contact:

Elena Terrón, Company Secretary
Strategic Minerals Europe Corp.
eterron@strategicminerals.com

Peter Volk, Wildeboer Dellelce LLP
pvolk@wildlaw.ca

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