Millrock Reports Potential Business Transaction Concerning Its Exploration Projects IN the Golden Triangle District, British Columbia
MILLROCK RESOURCES INC. | Suite 2300 – 1177 West Hastings St. | Vancouver, BC V6E 2K3
Tel: 604 638 3164 | Fax: 907 677 3599 | www.millrockresources.com
NR: 18-03
MILLROCK REPORTS POTENTIAL BUSINESS
TRANSACTION CONCERNING ITS EXPLORATION
PROJECTS IN THE GOLDEN TRIANGLE DISTRICT, BRITISH
COLUMBIA
VANCOUVER, BRITISH COLUMBIA, February 2nd, 2018 - Millrock Resources Inc. (TSX-V:
MRO, OTCQX: MLRKF) ("Millrock") is pleased to report developments concerning its
exploration projects in the Golden Triangle District of British Columbia. Under the contemplated
transaction, Millrock will vend its Todd Creek project to Sojourn Exploration Inc. (“Sojourn” TSX-
V: SOJ). The terms of the existing option agreements with Sojourn concerning Millrock’s
Oweegee Dome and Willoughby projects would also be modified. If the transaction is completed
Millrock will be a 19.9% owner of Sojourn, and a royalty holder on the properties. Additionally,
under the proposal, Sojourn will issue shares to Seven Devils Exploration Ltd. (“SDE”) for four
British Columbia projects. The SDE team will take over executive and technical management of
Sojourn. The intended result will be a well-financed exploration company managed by an
outstanding technical team that will specialize as a British Columbia Project Generator
company.
Millrock President & CEO Gregory Beischer commented: “Sojourn will have a new management
team that has outstanding depth in British Columbia metallogeny. We anticipate the newly
constituted company will have great success following the Project Generator business model,
and make great discoveries that will in turn benefit Millrock shareholders.”
Sojourn and SDE have signed a letter of intent to enter into a definitive agreement within 60
days. The definitive agreement will be subject to approval by the board of directors of each
party. Modifications to the existing Millrock – Sojourn agreements that are contemplated by the
Sojourn – SDE letter of intent will require approval by Millrock’s board of directors. The
agreements will also require approval of the TSX-V Exchange, and some underlying claim
owners. Closing of the proposed transaction is subject to a private placement by Sojourn (the
terms and pricing of which have yet to be determined), and the following changes to Millrock’s
existing agreements with Sojourn as follows:
(a) The existing option agreements between Millrock and Sojourn respecting
Millrock's Oweegee and Willoughby properties (the "Millrock Options") will be
terminated. Sojourn will not make any further payments to Millrock (in cash,
shares or otherwise) pursuant to the Millrock Options.
MILLROCK RESOURCES INC. | Suite 2300 – 1177 West Hastings St. | Vancouver, BC V6E 2K3
Tel: 604 638 3164 | Fax: 907 677 3599 | www.millrockresources.com
Millrock Reports Potential Transaction on
its British Columbia Projects
Page 2
(b) Concurrently with the termination of the Millrock Options, Millrock and Sojourn
will enter into a property purchase agreement (the "Millrock PPA") pursuant to
which Sojourn will acquire Millrock's Oweegee, Willoughby and Todd Creek
properties (the "Millrock Properties") in consideration for the issuance of
7,823,417 Sojourn common shares (the "Millrock Payment Shares"). The
1,800,000 Sojourn common shares previously issued to Millrock pursuant to the
Millrock Options will be retained by Millrock, and will not comprise part of the
Millrock Payment Shares.
(c) The Millrock PPA will further provide that Sojourn will pay Millrock $250,000 as
reimbursement for project costs incurred in 2017.
(d) The Millrock PPA will further provide for the modification of Millrock's NSR
interests. These modifications will include a royalty buyback provision on the
Oweegee and Willoughby properties such that Sojourn can purchase 1% of the
NSR payable to Millrock for $1 million.
(e) Those tenures comprising the Todd Creek property which are not associated
with existing NSR agreements will be subject to a 2% NSR payable to Millrock.
Those tenures comprising the Todd Creek property which are associated with
existing NSR agreements will be subject to a 1.5% NSR payable to Millrock. In
each case, Sojourn can purchase 1% of the NSR payable to Millrock for $1
million.
Concurrently with the closing of the proposed transaction, Sojourn's board will be reconstituted
to comprise five directors, being Dr. Tyler Ruks, Dave Broughton, Gregory Beischer, John
Meekison and Don Lay. In addition, SDE has assembled an experienced, award-winning
technical team with a strong background in regional tectonics and metallogeny of the northern
Cordillera, and a history of success as Project Generators and mine finders.
The SDE team will serve as incoming management for Sojourn and includes Chief Executive
Officer - Dr. Tyler Ruks, Chief Operating Officer - Nigel Luckman, and Vice President
Exploration - Jeff Kyba (former B.C. Geological Survey District Geologist for northern British
Columbia). The SDE team will also provide an incoming technical advisory group for Sojourn
including renowned Cordilleran geology expert, former British Columbia Geological Survey
geologist, and British Columbia Association for Mineral Exploration (“AME”) award winner
JoAnne Nelson, seasoned exploration professional and mine finder John Bradford, and David
Broughton, who while with Ivanhoe, was co-leader of the Kamoa exploration team that was the
2015 recipient of the Prospectors & Developers Association of Canada's prestigious Thayer
Lindsley Award for International Mineral Discovery. David was also honoured in 2016 as co-
MILLROCK RESOURCES INC. | Suite 2300 – 1177 West Hastings St. | Vancouver, BC V6E 2K3
Tel: 604 638 3164 | Fax: 907 677 3599 | www.millrockresources.com
Millrock Reports Potential Transaction on
its British Columbia Projects
Page 3
recipient of AME BC's 2016 Colin Spence Award for Excellence in Mineral Exploration for the
discovery of Flatreef deposit.
The SDE properties give Sojourn (and therefore Millrock) exposure to three of B.C.'s most
productive belts for porphyry copper-gold exploration, the Toodoggone District (Oxide Peak),
the northern Quesnel Trough (Eagle), and the Late Cretaceous Bulkley intrusions of the Skeena
Arch (Rip), as well as a newly discovered Miocene porphyry belt in Northern Vancouver Island
(Teeta Creek). Along with the Golden Triangle projects that Millrock has contributed, Sojourn
will have a strong property portfolio with which to begin its Project Generator mineral exploration
business.
Seven Devils President Tyler Ruks commented: “We have been fortunate at Seven Devils to
have assembled a top notch team whose track record of discovery has resulted in exceptional
returns for shareholders. Our team has a long and successful history as Project Generators,
having recently explored with some of the biggest and best names in mining, including Freeport
McMoRan, Robert Friedland, ITOCHU and Antofagasta. Millrock is one of North America’s top
Project Generators. With Sojourn, they have done an exceptional job in assembling a large and
highly prospective land position in the Golden Triangle, one of North America’s premier base
and precious metals districts. This, combined with Jeff and JoAnne’s unrivaled knowledge of
Golden Triangle geology and exploration potential, will provide us with a unique advantage on
the road to discovery. We are delighted to be joining forces with Millrock and Sojourn, and in
doing so, forming the next big name in mineral exploration.”
Qualified Person
The scientific and technical information disclosed within this document has been prepared,
reviewed and approved by Gregory A. Beischer, President, CEO and a director of Millrock
Resources. Mr. Beischer is a Qualified Person as defined in NI 43-101.
About Millrock Resources Inc.
Millrock Resources Inc. is a premier project generator to the mining industry. Millrock identifies,
packages and operates large-scale projects for joint venture, thereby exposing its shareholders
to the benefits of mineral discovery without the usual financial risk taken on by most exploration
companies. The company is active in Alaska, British Columbia, the southwest USA and Sonora
State, Mexico. Funding for drilling at Millrock’s exploration projects is primarily provided by its joint
venture partners. Business partners of Millrock have included some of the leading names in the
mining industry: Centerra Gold, First Quantum, Teck, Kinross, Vale, Inmet, Altius, and Riverside.
Millrock is a major shareholder of junior explorers PolarX Limited. and Sojourn Exploration Inc.
MILLROCK RESOURCES INC. | Suite 2300 – 1177 West Hastings St. | Vancouver, BC V6E 2K3
Tel: 604 638 3164 | Fax: 907 677 3599 | www.millrockresources.com
Millrock Reports Potential Transaction on
its British Columbia Projects
Page 4
ON BEHALF OF THE BOARD
“Gregory Beischer”
Gregory Beischer, President & CEO
FOR FURTHER INFORMATION, PLEASE CONTACT:
Melanee Henderson, Investor Relations
(604) 638-3164
(877) 217-8978 (toll-free)
Some statements in this news release contain forward-looking information. These statements
address future events and conditions and, as such, involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance or
achievements to be materially different from any future results, performance or achievements
expressed or implied by the statements. Such factors include without limitation the completion of
planned expenditures, the ability to complete exploration programs on schedule and the
success of exploration programs.