Strategic amends $10-million private placement

Executive Summary

• Strategic Resources Inc. has amended its $10 million non-brokered private placement, structuring the offering into two distinct tranches: a Listed Issuer Financing Exemption (LIFE) offering and a concurrent private placement.
• The company intends to issue up to 40 million units at a price of $0.25 per unit, generating gross proceeds of $10 million. The units consist of one common share and one-half of one common share purchase warrant.
• Net proceeds are designated for advancing the company's iron ore pellet plant development activities, specifically final engineering and construction readiness, alongside general working capital.

Key Details

• Total Offering Size: Up to 40 million units for gross proceeds of $10,000,000.
• Unit Price: $0.25 per unit.
• Unit Composition: Each unit consists of one common share and one-half of one common share purchase warrant.
• Warrant Terms:
  • Exercise Price: $0.40 per share.
  • Duration: 36 months from the closing date.
  • LIFE Warrant Restriction: Warrants issued under the LIFE offering are not exercisable until 60 days following the closing of the LIFE offering.
• Tranche 1 (LIFE Offering):
  • Units: Up to 29.5 million units.
  • Gross Proceeds: Up to $7,375,000.
  • Regulatory Basis: Listed Issuer Financing Exemption (NI 45-106, Part 5A).
• Tranche 2 (Concurrent Offering):
  • Units: Up to 10.5 million units.
  • Gross Proceeds: Up to $2,625,000.
  • Investor Type: Accredited investors and other eligible purchasers.
  • Jurisdictions: Canada (all provinces), United States (private placement exemptions), and offshore jurisdictions.
  • Hold Period: Statutory hold period of four months and one day from the closing date (unless exempted).
• Closing Date: Expected on or about April 15, 2026, or as determined by the company.
• Use of Proceeds: Advancement of the iron ore pellet plant development activities (final engineering and construction readiness plan) and general working capital.
• Advisors: Integrity Capital Group Inc. has been engaged to support the offering.
• Finder’s Fees: The company may pay cash finders' fees and issue finders' warrants to eligible arm's-length parties in accordance with TSX-V policies.
• Conditions Precedent: Execution of definitive subscription documentation, receipt of regulatory approvals (including TSX Venture Exchange), and other customary closing conditions.

Notable Quotes

• None provided in the text.