Toronto, Canada--(Newsfile Corp. - May 28, 2024) - Strategic Minerals Europe Corp. (CBOE CA: SNTA) (OTCQB: SNTAF) (FSE: 26K0) ("Strategic" or the "Company"), a company focused on the production, development, and exploration of tin, tantalum, and niobium, is pleased to announce (i) the results of its annual and special meeting of shareholders ("AGM") held on May 24, 2024; and (ii) that at the AGM the shareholders of the Company (the "Shareholders") approved the amalgamation (the "Amalgamation") of the Company with IberAmerican Resources Inc., a wholly-owned subsidiary IberAmerican Lithium Corp. (the "Iber"), which is being done in connection with the acquisition of the Company by Iber that was previously announced on March 20, 2024, pursuant to which, among other things, the outstanding common shares of Strategic ("Strategic Shares") will exchanged for common shares of Iber (each, an "Iber Share") at an exchange ratio of 1 Iber Share for every 7 Strategic Shares held (the "Transaction").
The Transaction
At the AGM, a special resolution approving the Amalgamation was approved by 99.99% (0.01% voted against) of the votes cast at the meeting in person or by proxy. The Amalgamation will be completed under the Business Corporations Act (Ontario) and remains subject to customary conditions precedent and final regulatory approval.
The Amalgamation and the Transaction are more fully described in the management information circular of the Company (the "Circular") which was mailed to Shareholders of record as of April 12, 2024. The Circular is available under Strategic's profile on SEDAR+ at www.sedarplus.ca.
Other Resolutions
In addition, the nominees listed in the Circular were elected to the board of directors of the Company to hold office until the next annual meeting of Shareholders or until their successors are duly appointed or elected.
Nominee
Percentage of Votes For
Percentage of Votes Withheld
Miguel de la Campa
99.8%
0.2%
Jaime Perez Branger
99.8%
0.2%
Francisco Garcia Polonio
99.7%
0.3%
Campbell Becher
99.8%
0.2%
Robert Metcalfe
99.8%
0.2%
Gabriela Kogan
99.9%
0.1%
A total of 133,350,747 Strategic Shares were voted at the AGM, representing approximately 55.7% of the issued and outstanding Strategic Shares.
In addition, Shareholders received the audited consolidated financial statements of the Company for the year ended December 31, 2023 and approved all of the other resolutions detailed in the Circular and put forward at the AGM, namely:
Re-appointing McGovern Hurley LLP as auditor of the Company for the ensuing year and authorizing the directors to fix the auditor's remuneration; and
Re-approving the Company's stock option plan for the ensuing three years and reserving for grant options to acquire up to a maximum of 10% of the issued and outstanding Strategic Shares calculated at the time of each stock option grant.
About Strategic Minerals Europe Corp.
Strategic's wholly-owned subsidiary, Strategic Minerals Spain, S.L. ("SMS"), produces, identifies, explores, and develops mineral resource properties critical to the green economy, predominantly in Spain. SMS holds permits and a production license for the Penouta Project. SMS is the largest producer of cassiterite concentrate and tantalite in the European Union and has been recognized within the EU as an exemplary company of good practices in the circular economy. The Company is well-positioned as a major producer of sustainable and conflict-free tin, tantalum, and niobium. Strategic is a "reporting issuer" under applicable securities legislation in the provinces of British Columbia, Alberta, and Ontario.
Additional information on Strategic can be found by reviewing its profile on SEDAR+ at www.sedarplus.ca.
Forward-Looking Statements
Certain of the information contained in this news release constitutes 'forward-looking statements' within the meaning of securities laws. Such forward-looking statements, including but not limited to statements relating to the Transaction and the Amalgamation; the ability of the parties to satisfy the conditions to closing of the Transaction; and the anticipated timing of the completion of the Transaction and the Amalgamation, involve risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied by such forward-looking statements. Such factors include, among others, obtaining required regulatory approvals, the exercise of any termination rights under the business combination agreement entered into by the Company, Iber and IberAmerican Resources Inc. in connection with the Transaction (the "Business CombinationAgreement"), any amendments to the Business Combination Agreement, meeting other conditions in the Business Combination Agreement, and material adverse effects on the business, properties and assets of Strategic. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. 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 forward-looking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.
SOURCE Strategic Minerals Europe Corp.
Further Information
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