Strategic Resource to seek share consolidation approval

2010-03-05 08:56 ET - News Release

Mr. Victor Wyprysky reports

SRA ANNOUNCES PROPOSED SHARE CONSOLIDATION AND FINANCING

At Strategic Resource Acquisition Corp.'s upcoming annual and special meeting of shareholders scheduled for March 30, 2010, it will seek the approval of shareholders to consolidate its issued and outstanding common shares on the basis of one postconsolidation common share for every 12 preconsolidation common shares.

SRA is also considering a financing of between $500,000 and $1-million. The use of proceeds will be to complete the previously announced acquisition of Redcorp Empreendimentos Mineiros Unipessoal, Lda. (REM), through a wholly owned subsidiary of SRA, and finance a work program on the asset. The terms for the financing, as currently contemplated, are a non-interest-bearing convertible debenture convertible into SRA common shares at 10 cents per share after the consolidation on a postconsolidation basis and half a warrant at 15 cents. The debenture conversion is automatic once the share consolidation is completed. In the event that the consolidation is not approved at the AGM, the debenture investors would have the right, under certain circumstances, to elect to exercise security rights and acquire the REM subsidiary. Additional information about the financing will be released once finalized.

Based on the 97,761,075 SRA common shares issued and outstanding as of today's date, after the consolidation, if approved, SRA will have approximately 8,146,756 common shares issued and outstanding. The consolidation is subject to shareholder and regulatory approval. The financing is subject to exchange approval.

We seek Safe Harbor.