Announces Qualifying Transaction
SOJOURN VENTURES INC.
Suite 760 - 777 Hornby Street Vancouver, British Columbia V6Z 1S4
SOJOURN VENTURES INC.
ANNOUNCES QUALIFYING TRANSACTION
April 24, 2013
TSX Venture Exchange Trading Symbol: SOJ.V
Sojourn Ventures Inc. ("Sojourn"), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSXV"), is pleased to announce that on April 22, 2013, it entered into an option agreement with Qualitas Holdings Corp. ("Qualitas”) pursuant to which Sojourn has acquired an option to acquire a 100% interest in Tahsis Property (the “Property”) consisting of 25 claims totaling 10,358 hectares, located on northern Vancouver Island, British Columbia (the "Transaction").
The Company is a capital pool company as such term is defined in Policy 2.4 of the TSXV, and the Transaction will constitute Sojourn’s "Qualifying Transaction" as such term is defined in Policy 2.4.
The Transaction does not constitute a Non-Arm's Length Qualifying Transaction as defined in Policy 2.4 of the TSXV. Pursuant to the rules of the TSX-V, including Policy 2.4, and in compliance with the British Columbia Business Corporations Act and the constating documents of Sojourn, the Transaction will not be subject to shareholder approval, but remains subject to TSXV acceptance. Sojourn will prepare a TSX-V compliant filing statement in conjunction with the Transaction.
Terms of Option
The option agreement contemplates among other things that Sojourn will:
1. pay to Qualitas a $20,000 non- refundable deposit upon execution of the Option Agreement (paid);
2. pay to Qualitas $30,000 and issue 400,000 common shares of Sojourn in within seven days of TSXV approval of the Option Agreement (the “Approval Date”);
3. issue to Qualitas:
a. 250,000 common shares in the capital stock of Sojourn on or before the first anniversary of the Approval Date; and
b. 250,000 common shares in the capital stock of Sojourn on or before the second anniversary of the Approval Date;
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all of which common shares will be subject to such hold periods as are prescribed by applicable securities laws and the rules and policies of the TSXV;
4. expend on the exploration and development of the Property:
a. a cumulative total of not less than $200,000 on or before the first anniversary of the Approval Date, of which $100,000 shall be spent on or before August 1, 2013; and
b. a cumulative total of not less than $200,000 on or before the second anniversary of the Approval Date.
If Sojourn does not incur $100,000 in exploration expenditures on the Property by August 1, 2013, it will be required to pay penalty equal to the difference between $100,000 and the amount of such expenditures is has incurred by such date to maintain the option agreement in good standing. If Sojourn terminates the agreement other than for cause prior to incurring such expenditures, it will be required to make a similar payment.
A finder’s fee will be payable in accordance with TSXV policies in connection with the Transaction.
The Property
The Property is located 105 kilometers northwest of Campbell River, British Columbia and consists of 25 claims totalling 10,358.57 hectares. The Property lies in an area of high geological potential. The Property is underlain by Eocene Mt. Washington Intrusive Suite quartz diorites in the North and Central portion. A thin band of Triassic Quatsino limestone runs through the length of the property and is intruded by the quartz diorites in two locations on the property. Anomalous gold stream sediment geochemistry is associated with the intrusive contacts of the quartz diorite proximal to the limestone. Two mineralized occurrences are present on the property.
A Phase One exploration program was previously completed by Gold Ridge Exploration Corp. which consisted of 619 soil samples, 42 rock samples and 34 silt samples covering 4 target areas identified by previous operators. Approximately $110,000 was spent on the exploration program which was successful in identifying two zones hosting anomalous values of gold and copper.
It is Sojourn’s intention to complete a Phase 2 program of combined geochemistry and geophysics supplemented with geological mapping and prospecting, estimated at $221,300. Subsequently, contingent on the Phase 2 results, a Phase 3 program of 2000m of diamond drilling will be undertaken, estimated at $500,000.
Management
No changes to the board or management of Sojourn will be made in connection with the Transaction. The Sojourn board will continue to consist of Joel Dumaresq (CEO), John Meekison (CFO), Donald Lay and Brien Lundin.
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It is Sojourn’s intention to seek an exemption from sponsorship requirements on the basis that there are no management changes, and the Property was recently reviewed by the TSXV in connection with the Initial Public Offering of Goldridge Exploration Corp. on May 3, 2012.
Trading Halt
In accordance with TSXV policies, Sojourn’s common shares are currently halted from trading, and Sojourn intends that trading will remain halted until completion of the Transaction.
On behalf of the Board of Directors,
"Joel Dumaresq"
Joel Dumaresq President, Chief Executive Officer and Director
For further information please contact:
Joel Dumaresq Telephone: (604) 64813506 Fax: (604) 60219699 Email: [email protected]
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange approval. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
This news release contains statements about the Company's expectations regarding the Transaction that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although the Company believes that the expectations reflected in these forward- looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include failure to complete the Transaction. The forward-looking statements contained in this news release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.
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 accuracy or adequacy of this release.