VANCOUVER, BRITISH COLUMBIA–(Marketwired – Aug. 25, 2017) – Troy Energy Corp. (NEX:TEG.H)(the “Corporation” or “Troy”) announces that it has closed its previously announced transaction with BEC International Corp. (“BEC”) (see press release dated July 18, 2017) in respect of the acquisition of three mining leases situated in the Yellowknife Gold Belt, together with seven mineral claims adjoining and contiguous with such leases. The leases and claims combined cover an area of approximately 3,231 hectares. The consideration payable for the leases and claims consisted of: (i) the issuance of 8,250,000 common shares in the capital of Troy at an ascribed price of $0.05 per share; (ii) cash consideration of $170,000, payable as to $42,500 at the closing of the transaction and a further $42,500 on each of the six (6), twelve (12) and eighteen (18) month anniversaries of the closing date; (iii) a 1.5% net smelter royalty in respect of the leases, with an option to buy out 0.75% of such royalty for $1,500,000; and (iv) a 2.5% net smelter royalty in respect of the claims, with an option to buy out 1.25% of such royalty for $2,500,000.
In addition, the Corporation was granted an option by BEC to acquire certain additional mineral properties in Saskatchewan consisting of ten (10) mineral claims in four (4) separate parcels (covering a total of approximately 2,214 hectares in area) for an aggregate purchase price of $100,000, payable via the issuance of an aggregate of 2,000,000 common shares at a price of $0.05 per share. Upon exercise of the foregoing purchase option, a 2.5% net smelter royalty shall be granted to BEC in respect of these properties.
As BEC is controlled by an Insider of the Corporation (by virtue of such Insider holding greater than 10% of the issued and outstanding voting shares of the Corporation), this transaction constituted a related party transaction under Multilateral Instrument 61-101 – “Protection of Minority Security Holders in Special Transactions“. Exemptions were available from the minority shareholder approval and valuation requirements set forth in the foregoing Multilateral Instrument. Final approval of the closing of this transaction is subject to the approval of the NEX.
Forward Looking Statements
Except for statements of historical fact relating to the Corporation, certain information contained herein constitutes forward-looking statements. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Corporation undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.
Neither 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 the release.
Chief Executive Officer