Buccaneer Gold Corp. (CSE: BUCK) (“
Buccaneer”) is
pleased to provide an update on its proposed business combination
transaction with Strategic Minerals Europe Inc.
(“
Strategic”), a privately held company existing
under the laws of Ontario, pursuant to which Buccaneer and
Strategic have agreed to complete a transaction that will result in
a reverse-takeover of Buccaneer by the current shareholders of
Strategic (the “
RTO” or
“
Transaction”). Buccaneer and Strategic have
obtained conditional approval of the NEO Exchange Inc.
(“
NEO”) for listing of the resulting issuer common
shares on the NEO. The Transaction is expected to close on or about
December 6, 2021, and listing of the resulting issuer on the NEO
and the delisting of Buccaneer from the Canadian Securities
Exchange (“
CSE”) is anticipated to commence on
December 9, 2021.
Transaction Update
The parties have made significant progress with
respect to the Transaction and have obtained conditional approval
of the NEO Exchange Inc. (“NEO”) for listing of
the resulting issuer common shares on the NEO. The Transaction is
expected to close on or about December 6, 2021, and listing of the
resulting issuer on the NEO and the delisting of Buccaneer from the
Canadian Securities Exchange (“CSE”) is
anticipated to commence on December 9, 2021.
Buccaneer is also pleased to report that all
matters submitted to shareholders in connection with the
Transaction were approved at its special meeting of shareholders
held on December 2, 2021. The meeting materials were mailed to
shareholders of Buccaneer and are available under Buccaneer’s
issuer profile on SEDAR (www.sedar.com). The Transaction itself is
not subject to approval of the shareholders of Buccaneer and
shareholder approval of the Transaction was not sought at the
meeting, however Buccaneer has obtained written approval of a
majority of the shareholders of the Transaction.
Amendment Agreement
Buccaneer and Strategic have entered into an
amendment agreement (the “Amendment Agreement”) to
the share exchange agreement dated August 24, 2021 for the
Transaction (the “Agreement”). The Amendment
Agreement extends the deadline for closing of the Transaction to
December 21, 2021. The parties expect the Transaction to be
completed on or about December 6, 2021.
Consideration for Buccaneer
Shareholders
As consideration for Buccaneer for the
Transaction and pursuant to the terms of the Agreement, on closing
the resulting issuer will issue an aggregate of approximately
1,551,083 warrants to acquire resulting issuer common shares
(“Buccaneer Payment Warrants”) to the shareholders
of Buccaneer of record on the day prior to closing (one (1)
Buccaneer Payment Warrant for every four (4) post-consolidation
common shares of Buccaneer held).
Each Resulting Issuer Warrant will be
exercisable into one common share of the resulting issuer at an
exercise price of $0.40 and expiring on July 15, 2026.
Trading Halt
Buccaneer’s common shares are currently halted
from trading on the CSE and are not expected to resume trading
until the Transaction is completed and the common shares commence
trading on the NEO. Completion of the Transaction is subject to a
number of conditions that are customary for a transaction of this
nature, more fully described in Buccaneer’s press release of August
25, 2021. There can be no assurance that the Transaction will be
completed as proposed or at all.
About Buccaneer Gold Corp.
Buccaneer is a mineral exploration company
focused on the acquisition, exploration, and development of mineral
properties. Pursuant to securities legislation, Buccaneer is a
“reporting issuer” in Ontario, Alberta and British Columbia whose
shares are listed on the CSE. The Company has one material
property, namely, the Massey Silica property, covering
approximately 128 hectares near Sudbury, ON, approximately 7 km
north of Massey, ON.
Additional information on Buccaneer can be found
by reviewing its profile on SEDAR at www.sedar.com.
About Strategic Minerals Europe
Inc.
Strategic Minerals Europe Inc. was incorporated
in Ontario, Canada on June 17, 2021. Strategic’s 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 is continuing to focus on exploration,
expansion and modernization activities through the Transaction
described in this press release. Strategic is not a “reporting
issuer” under applicable securities legislation.
Further Information
All information contained in this news release
with respect to Buccaneer and Strategic was supplied by the parties
respectively for inclusion herein, and each party and its directors
and officers have relied on the other party for any information
concerning the other party.
For further information regarding the proposed
Transaction, please contact:
James Longshore, CEOBuccaneer Gold Corp.416
628-2881buccaneergoldcorp@gmail.com
Jaime Perez Branger, CEOStrategic Minerals
Europe Inc.+34 911 610 362
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. In this news release, forward-looking statements
relate, among other things, to: the terms and conditions of the
proposed Transaction; the terms and conditions of the Non-Brokered
Offering; receipt of all regulatory licenses required for mining
exploration activities abroad; use of proceeds raised in the
Non-Brokered Offering, the proposed officers and directors of the
Resulting Issuer; and the business and operations of the Resulting
Issuer after the consummation of the proposed Transaction.
Forward-looking statements are necessarily based upon a number of
estimates and assumptions that, while considered reasonable, are
subject to known and unknown risks, uncertainties, and other
factors which may cause the actual results and future events to
differ materially from those expressed or implied by such
forward-looking statements. Such factors include, but are not
limited to: general business, economic, competitive, political and
social uncertainties; and the delay or failure to receive board,
shareholder or regulatory approvals. There can be no assurance that
such statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue
reliance on the forward-looking statements and information
contained in this news release.
Strategic’s and Buccaneer’s 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.
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