Strategic Metals Ltd.

Strategic Metals Ltd.

April 29, 2008 13:07 ET

Strategic Metals Ltd. to Hold Special Meeting on May 26, 2008 Regarding Plan of Arrangement With Zinccorp Resources Inc.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 29, 2008) - Strategic Metals Ltd. (TSX VENTURE:SMD) is pleased to announce, further to its March 2, 2007 and January 9, 2008 news releases, that by Order of the Supreme Court of British Columbia dated April 17, 2008, it was authorized and directed to call, hold and conduct a special meeting (the "Meeting") of its common shareholders, to be held on May 26, 2008, at which Strategic's shareholders will consider and, if deemed advisable, approve and adopt, with or without amendment, by way of special resolution (the "Arrangement Resolution") to be passed by a majority of two-thirds (2/3's) of the votes cast by eligible shareholders present in person or by proxy at the Meeting, the Arrangement Agreement and the Plan of Arrangement (the "Arrangement") involving Strategic, Strategic's shareholders and Zinccorp Resources Inc. ("Zinccorp"), a private company incorporated by Richard Hughes that is pursuing a listing on the TSX Venture Exchange (the "Exchange"). (The Record Date for the determination of the Strategic Shareholders entitled to receive the materials for the Meeting was the close of business on April 15, 2008, and the Share Distribution Record Date, being the close of business on the day which is four business days after the date of the Meeting, or such other day as agreed to by Strategic and Zinccorp, which date establishes the Strategic shareholders who will be entitled to receive Zinccorp shares and Zinccorp warrants pursuant to the Arrangement, is anticipated to be May 30, 2008; notice of the actual Share Distribution Record Date will be given to Strategic shareholders by way of press release).

The essential terms of the proposed Arrangement are as follows:

- Strategic has acquired approximately 18,000,000 Zinccorp common shares and 18,000,000 Zinccorp share purchase warrants as a result of having sold its Bar, Convert, Kit and Michelle claims, all situated in the Yukon Territory, to Zinccorp, and as a result of having subscribed for certain additional Zinccorp common shares and Zinccorp share purchase warrants;

- Strategic proposes to distribute to its own shareholders pro rata certain of the Zinccorp common shares and Zinccorp share purchase warrants that it has acquired by way of the Arrangement, on the basis of one Zinccorp common share and one Zinccorp share purchase warrant to be distributed for each four (4) common shares of Strategic held;

- The distribution of these Zinccorp common shares and Zinccorp share purchase warrants to Strategic's shareholders is intended so as to provide Zinccorp with sufficient distribution to qualify for a listing on the Exchange.

Further information on the Arrangement is contained in Strategic's Management Information Circular dated March 28, 2008, which has been prepared and mailed to Strategic's shareholders, as well as filed on SEDAR under in connection with the Meeting. In the event the special resolution is passed, Strategic will file the requisite documentation with the Supreme Court of British Columbia so as to obtain a final Order of said Court approving the Arrangement. The Order would then be filed with the Registrar of Companies for British Columbia, as well as with the Exchange, with the listing of Zinccorp's shares expected to occur thereafter shortly, subject to Zinccorp having filed all requisite supporting documents with the Exchange and meeting the Exchange's minimum listing requirements.

Cautionary Statements

Completion of the Arrangement is subject to a number of conditions, including, but not limited to, the approval of Strategic's shareholders by way of special resolution, and Exchange acceptance for both the Arrangement and the listing of Zinccorp's shares thereon. The Arrangement and the listing of Zinccorp's shares on the Exchange will not be effected until all such conditions have been satisfied. There can be no assurance that these matters will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in Strategic's Management Information Circular, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon.


Robert C. Carne, President

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

Contact Information