Troymet Signs Asset Purchase Agreement for Sale of McClarty Claims and Advises of Potential New Director
May 03 2018 - 6:39PM
Troymet Exploration Corp. (TSXV:TYE)
(“
Troymet”
) is
pleased to announce that has entered into an asset purchase
agreement (the “
Sale Agreement”) to sell (the
“
McClarty Sale”) to an arm’s length private
purchaser (the “
Purchaser”), subject to TSX
Venture Exchange (“
TSXV”) acceptance, all of its
interest in: (i) Troymet’s 40% interest in 5 mineral claims that
are subject to a Joint Venture Agreement among Hudson Bay Mining
and Smelting Co., Limited (“
HBMS”) and Troymet
dated July 30, 2012; as well as (ii) Troymet’s 100% interest in 3
mineral claims (collectively, the “
McClarty
Claims”). The McClarty Claims consist of property located
in the McClarty Lake area of northern Manitoba. Assuming all
conditions in the Sale Agreement are met or waived, it is
anticipated that the closing of the McClarty Sale will occur on or
before May 30, 2018.
Consideration for the McClarty
SaleThe consideration for the McClarty Sale was negotiated
by Troymet and the Purchaser, arm’s length parties, and shall
consist of the following payments on the closing date of the
McClarty Sale: (i) $100,000 cash payable by the Purchaser to
Troymet; (ii) the issuance and delivery to Troymet of an aggregate
of 2,250,000 common shares of the Purchaser; and (iii) the issuance
by Troymet to the Purchaser of 2,500,000 common shares of Troymet
(the “Troymet Shares”) at a deemed price of $0.01
per Troymet Share.
Conditions Precedent to the McClarty
SaleThe obligations of Troymet and the Purchaser to
complete the McClarty Sale are subject to the satisfaction of
closing conditions, including, but not limited to: TSXV acceptance
of the McClarty Sale; the Purchaser executing an agreement (the
“JV Assumption Agreement”) in a form satisfactory
to HBMS which complies with the requirements of the Joint Venture
Agreement, including the assumption by the Purchaser of all terms
and conditions of the Joint Venture Agreement; and customary
closing conditions for a transaction similar to the McClarty
Sale.
Potential Additional Board
MemberSubject to TSXV acceptance, it is anticipated that
Jason Riley, the President/CEO and a director of the Purchaser will
join the board of directors of Troymet on the closing of the
McClarty Sale or shortly thereafter.
Jason Riley has been the President/CEO of ExGen
Resources Inc. (TSXV: EXG) since May 5, 2014, a director of ExGen
since September 2013, and prior thereto, the President/CEO of
Konnex Resources Inc., a private mining company, from January 2011
until Konnex was purchased by ExGen on August 30, 2013. ExGen is a
project accelerator that seeks to fund exploration and development
of its projects through joint ventures and partnership agreements.
ExGen currently has 6 projects in Canada and the US. Jason Riley is
also the Founder, CEO and shareholder of EVOS Media Inc., a private
Vancouver based media development and production company; the CEO,
a director and shareholder of a private, corporate training and
Human Resources consulting company; and a director of Phoenix
Global Mining Ltd. (LSE AIM: PGM), an AIM listed, North
American-focused, base and precious metal explorer and
developer.
Other Information and Cautionary
StatementsOther than the potential for Jason Riley to join
the board of directors of Troymet, no new insiders will be created,
nor will any change of control occur, as a result of the McClarty
Sale. There can be no assurance that the McClarty Sale will be
completed as proposed or at all or that Jason Riley will join the
board of directors of Troymet. The TSXV has in no way passed upon
the merits of the McClarty Sale and has neither approved nor
disapproved the contents of this news release.
TROYMET EXPLORATION CORP.
Kieran Downes, Ph.D., P.Geo.President, CEO &
Director
For further information,
contact:Investor Relations Tel: 250-729-0453Email:
info@troymet.com Website:
www.troymet.com Neither the
TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this news
release. This news release contains certain
forward-looking information. All statements included herein, other
than statements of historical fact, are forward-looking information
and such information involves various risks and uncertainties. In
particular, this news release contains forward-looking information
in relation to: the proposed McClarty Sale; the timing for
completion of the proposed McClarty Sale; the satisfaction of the
conditions for completion of the proposed McClarty Sale; the
issuance of Troymet Shares to satisfy a requirement of the McClarty
Sale; and Jason Riley joining the board of directors of Troymet on
the closing of the McClarty Sale or shortly thereafter. There can
be no assurance that such information will prove to be accurate,
and actual results and future events could differ materially from
those anticipated in such information. This forward-looking
information reflects Troymet's current beliefs and is based on
information currently available to Troymet and on assumptions
Troymet believes are reasonable. These assumptions include, but are
not limited to: the satisfactory fulfilment of all of the
conditions precedent to the proposed McClarty Sale, including
obtaining the JV Assumption Agreement; the receipt of all required
approvals for the McClarty Sale including TSXV acceptance; the
issuance of Troymet Shares as disclosed above to satisfy a
requirement of the McClarty Sale; Troymet’s understanding of the
Purchaser, and, as a result, the potential value of the common
shares of the Purchaser, a private company; commodity prices; and
the potential for the junior mining exploration and development
industry. Forward-looking information is subject to known and
unknown risks, uncertainties and other factors which may cause the
actual results, level of activity, performance or achievements of
Troymet to be materially different from those expressed or implied
by such forward-looking information. Such risks and other factors
may include, but are not limited to: the early stage development of
Troymet’s projects; general business, economic, competitive,
political and social uncertainties; capital market conditions and
market prices for securities, junior market securities and mining
exploration company securities; commodity prices; the actual
results of current exploration and development or operational
activities; competition; changes in project parameters as plans
continue to be refined; accidents and other risks inherent in the
mining industry; lack of insurance; delay or failure to receive
board or regulatory approvals; changes in legislation, including
environmental legislation, affecting Troymet; timing and
availability of external financing on acceptable terms; the deemed
value of the common shares of the Purchaser at the closing date of
the McClarty Sale having little or no future value; and lack of
qualified, skilled labour or loss of key individuals. A description
of other assumptions used to develop such forward-looking
information and a description of other risk factors that may cause
actual results to differ materially from forward-looking
information may be found in Troymet's disclosure documents on the
SEDAR website at www.sedar.com. Troymet does not undertake to
update any forward-looking information except in accordance with
applicable securities laws.
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