Sojourn Options Golden Triangle Properties from Millrock Resources, Closes Concurrent $1.1M Financing, and Completes NAME Change and Share Consolidation
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SOJOURN EXPLORATION INC.
2630-1075 West Georgia Street
Vancouver, British Columbia
V6E 3C9
SOJOURN OPTIONS GOLDEN TRIANGLE PROPERTIES FROM MILLROCK
RESOURCES, CLOSES CONCURRENT $1.1M FINANCING, AND COMPLETES NAME
CHANGE AND SHARE CONSOLIDATION
August 24, 2017
TSX Venture Exchange
Trading Symbol: SOJ.V
Sojourn Exploration Inc. (formerly, Sojourn Ventures Inc.) (the " Company" or "Sojourn") is
pleased to announce that it has completed the issuance of the initial tranche of 1.8 million shares
(the " Year 1 Shares ") to Millrock Resources Inc. ("Millrock") under the option agreements
("Option Agreements ") between the Company and Millrock dated June 9, 2017 entitling
Sojourn to earn a 100% interest in Millrock's Oweegee and Willoughby properties, each located
in the "Golden Triangle" northeast of the town of Stewart, British Columbia , as previously
announced in the Company's news releases of June 14, 2017 and August 4, 2017. Sojourn also
completed its previously -announced name change, 3:1 share consolidation, and concurrent
private placement (the "Private Placement") for aggregate gross proceeds of $1,113,429.90.
The closing of the transactions announced today are an important step in the Company's plan to
secure exploration properties of exceptional merit in the Golden Triangle district of British
Columbia; in the Company’s opinion the properties secured today represent some of the most
prospective targets available in this prolific region.
The Private Placement was completed on a post -consolidation basis, and in the Private
Placement t he Company issued 7,422,866 units at a price of $0.15 per unit. Each unit is
comprised of one common share of the Company (ea ch a " Share") and one share purchase
warrant (each a " Warrant", and together, a " Unit"). Each Warrant entitles its holder to acquire
one additional Share at a price of $0. 25 per S hare within the 24 -month period following the
closing of the Private Placement, subject to the acceleration right described below. Immediately
after the share consolidation, but before the Private Placement and the issuance of the Year 1
Shares, the Company had 5,022,512 Shares issued and outstanding. Taking into ac count the
Private Placement and the 1.8 million Year 1 Shares issued to Millrock, the Company now has a
total of 14,245,381 Shares issued and outstanding. Insider participation in the Private Placement
totaled $100,500.
Effect of the Option Agreements and Placement
Now that the issuance of the Year 1 Shares (1,800,000 Shares) under the Option Agreements has
been completed , Millrock holds 12.6% of Sojourn’s issued and outstanding shares. On the
issuance of the Year 2 shares (2,340,000 Shares) under the Option Agreements, Sojourn will have
15,829,182 Shares issued and outstanding, assuming no other share issuances by Sojourn.
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Millrock will then hold 4,140,000 shares, which will represent approximately 25.0% of Sojourn’s
then outstanding shares. However, it is anticipated that prior to issuance of shares in the second
year of the Option Agreements, Sojourn will issue additional shares to finance ongoing work
programs which will result in Millrock holding und er 20% of Sojourn’s common shares on the
issuance of the Year 2 shares. The number of shares issued in such financings and the pricing
has yet to be determined, and Sojourn’s decision to proceed with Year 2 and Year 3 of the
Option Agreements and future fi nancings to fund further exploration work on the properties
will depend on the results of the Year 1 exploration programs.
For additional details on the Option Agreements, please refer to the Company's news release of
June 14, 2017.
Additional Details Regarding the Private Placement
The net proceeds of the Private Placement will be used for exploration work on the Willoughby
and Oweegee properties and for general administrative purposes.
Sojourn may accelerate the expiry date of the Warrants if the closin g price of its common shares
on the TSX Venture Exchange (the “ TSXV”) is equal to or greater than $0.40 per share for a
period of 10 consecutive trading days.
In connection with the closing of the Private Placement, the Company paid certain finder's fees
totaling $67,211.99. The Company also issued to certain finders non -transferable warrants to
acquire 448,079 Shares from treasury at a price of $0.25 per warrant , exercisable at any time
within the 24-month period following the closing date.
Shares sold pursuant to the Placement will be subject to a four month resale hold under
applicable Canadian securities laws.
As insiders of Sojourn participated in this private Placement, it is deemed to be a “related party
transaction” as defined under Multilateral Instrument 61 -101—Protection of Minority Security
Holders in Special Transactions (“MI 61-101”).
Tim Henneberry, a director and officer of the Company, subscribed for 170,000 Units having a
subscription price of $ 25,500. Following the closing of the Private Placement, Mr. Henneberry
will beneficially own or control 203,333 Shares, representing approximately 1.43% of the issued
and outstanding Shares on an undiluted basis. Brien Lundin , a director of the Company,
subscribed for 350,000 Units having a subscription price of $ 52,500. Following the closing of the
Private Placement, Mr. Lundin will beneficially own or control 612,000 Shares, representing
approximately 4.30% of the issued and outstanding Shares on an undiluted basis. Joel
Dumaresq, a director of the Company, subscribed for 100,000 Units having a subscription price
of $15,000. Following the closing of the Private Placement, Mr. Dumaresq will beneficially own
or control 211,333 Shares, representing approximately 1.48% o f the issued and outstanding
Shares on an undiluted basis. Don Lay, a director of the Company, subscribed for 50,000 Units
having a subscription price of $ 7,500. Following the closing of the Private Placement, Mr. Lay
will beneficially own or control 183,333 Shares, representing approximately 1.29% of the issued
and outstanding Shares on an undiluted basis. Tanun Holdings Ltd., a company controlled by
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the spouse of John Meekison , a director and officer of the Company , subscribed for 100,000
Units.
Each com mon share of the Company provides the holder with the right to one vote per
common share. The Warrants do not entitle the holders to any voting rights. Therefore, all
Warrants subscribed for pursuant to this Private Placement provide the subscri ber, including
the related parties , with no additional votes at present but the holders thereof will have one
vote per common share if and when issued upon the exercise of the Warrants. The Private
Placement was unanimously approved by the directors of the Company.
Other than the subscription agreements between the aforementioned insiders and the Company
relating to the issuance of the Units pursuant to the Private Placement, the Company has not
entered into any agreement with an interested party or a joint actor wit h an interested party in
connection with the Private Placement. Neither the Company, nor to the knowledge of the
Company after reasonable inquiry, a related party, has knowledge of any material information
concerning the Company or its securities that has not been generally disclosed.
The Private Placement is exempt from the formal valuation and minority shareholder approval
requirements of MI 61 -101 (pursuant to subsections 5.5(c) and 5.7(1)(b)) as it was a distribution
of securities for cash and neither the fair market value of the Shares distributed to, nor the
consideration received from, interested parties exceeded $2,500,000. The material change report
in connection with the Private Placement was not filed 21 days in advance of the closing of the
Private Placement for the purposes of Section 5.2(2) of MI 61 -101 on the basis that the
subscriptions under the Private Placement were not available to the Company until shortly
before the closing.
On behalf of the Board of Directors,
"Tim Henneberry "
Tim Henneberry, Interim Chief Executive Officer, President and Director
For further information please contact: Tim Henneberry Telephone: (250) 743-8228 Email:
R. Tim Henneberry, P.Geo., Interim President, CEO and Director of Sojourn Ventures Inc. and a
Qualified Person as defined by NI 43-101, has reviewed and approved the technical information contained
in this news release.
This news release contains statements about Sojourn's expecta tions regarding the Option Agreements,
Placement and potential future financing of Sojourn that are forward -looking in nature and, as a result,
are subject to certain risks and uncertainties. Although Sojourn 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 the results of Sojourn's Year
1 exploration activities on the Oweegee and Willoughby Properties. The forward -looking statements
contained in this news release are made as of the date hereof, and Sojourn undertakes no obligation to
update publicly or revise any forward-looking statements or information, except as required by law.
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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.