Troymet Announces $1,500,000 Private Placement and Concurrent 10 FOR 1 Share Consolidation
CAN: 25859910.2
TSXV : TYE
www.TroyMet.com
TROYMET ANNOUNCES $1,500,000 PRIVATE PLACEMENT AND CONCURRENT
10 FOR 1 SHARE CONSOLIDATION
Nanaimo, British Columbia, November 9, 2017
THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE U NITED STATES OR FOR
DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES.
Troymet Exploration Corp. (“ Troymet ”) is pleased to announce that, subject to TSX Venture Exchange
(“ TSX Venture ”) acceptance, Troymet intends to complete: (i) a $1,500,000 non -brokered private
placement; and (ii) a consolidation (the “ Consolidation ”) of the common shares in the capital of Troymet
(“ Common Shares ”) on the basis of 10 pre-Consolidation Common Shares for 1 po st-Consolidation
Common Share.
Private Placement
Troymet intends to complete a non-brokered private placement for gross proceeds of up to a maximum of
$1,500,000 (the “ Private Placement ”) consisting of a combination of post-Consolidation units o f
Troymet (“ Units ”) issued at a price of $0.08 per Unit and post-Consolidation Common Shares issued on a
“CEE flow-through” basis pursuant to the Income Tax Act (Canada) (“ FT Shares ”) at a price of $0.10 per
FT Share. Each Unit will consist of one regular (non-flow-t hrough) Common Share and one Common
Share purchase warrant (a “ Warrant ”). The maximum amount of FT Shares that will be issu ed will be
10,000,000 FT Shares ($1,000,000). There is no maximum amount of Units that will be issued, subject to
the maximum $1,500,000 Private Placement (18,750,000 Units if no FT Shares are purchased).
Each full Warrant is exercisable for three years from closing (the “ Warrant Expiry Date ”) into one
regular (non-flow-through) post-Consolidation Common Share a t $0.15 per Common Share. At any time
after four months after the closing date, if the closing p rice of the Common Shares of Troymet on the
TSX Venture is equal to or exceeds $0.25 per Common Share fo r any period of 10 consecutive trading
days (whether or not trading occurs on such days), then Tr oymet may, at it sole option, within five
business days following such 10-day period, accelerate the Warrant Expiry Date by delivery of notice
(“ Warrant Expiry Acceleration Notice ”) to the registered holders of Warrants and also issuing a
Warrant Acceleration News Release. In such case, the W arrant Expiry Date shall be deemed to be 4:00
p.m. (Calgary time) on the 30 th day following the later of (the “ Accelerated Expiry Date ”): (i) the date
on which the Warrant Acceleration Notice is sent to War rant holders; and (ii) the date of issuance of the
Warrant Acceleration News Release. In such instance, all Warrants that are not exercised prior to the
Accelerated Expiry Date will expire at 4:00 Calgary time on the Accelerated Expiry Date.
A finder’s fee of up to 6% of the gross proceeds of the Private Placement may be paid in cash or Common
Shares on all or any portion of this Private Placement . Additionally, finder’s warrants, exercisable into
Common Shares of Troymet, may be issued in an amount up to 6% of the number of Units and FT Shares
sold under this Private Placement. Any such finder’s warrants will be exercisable into Common Shares at
a price of $0.08 per Common Share for a period of one year from the date of issuance of the finder’s
warrants.
Box 37033, Country Club PO, Nanaimo, BC V9T6N4 Tel: (250) 729-0453 E: [email protected]
CAN: 25859910.2
Proceeds of the Private Placement are anticipated to b e used for Troymet’s exploration programs at its
British Columbia (Redhill and Golden Eagle) and Utah (Wild cat) properties, and for general corporate
purposes. Upon closing of the private placement, Troymet plans to move directly to drilling programs on
the Redhill, Golden Eagle and Wildcat projects. Closing of the Private Placement is anticipated to occur
on or around December 20, 2017.
All securities to be issued as part of the Private P lacement will be issued after the Consolidation and on a
post-Consolidation basis. It is not anticipated that any new insiders will be created, nor that any change of
control will occur, as a result of the Private Placement . Any participation by insiders of Troymet in the
Private Placement will be on the same terms as arm's length investors. There is no minimum aggregate
subscription amount for the Private Placement, but compl etion of the Private Placement is subject to all
regulatory approvals, including the TSX Venture acceptance. The Private Placement will be conducted in
reliance upon certain prospectus and private placement exemptions. The Private Placement may be
completed in one or more tranches and the securities issua ble pursuant to the Private Placement will be
subject to a hold period expiring four months and one day a fter the closing date. Troymet’s Common
Shares have not been and will not be registered under the U .S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent registration or applicable exemptions from the
registration requirements. This news release does not cons titute an offer to sell or the solicitation of an
offer to purchase nor shall there be any sale of the Comm on Shares in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
Share Consolidation
Conditional on the imminent closing of the Private Placement, and immediately prior to the closing of the
Private Placement, Troymet intends to complete the Consol idation. In the fall of 2016, the shareholders
of Troymet approved a special resolution authorizing the Consoli dation, and the Board of Directors of
Troymet has resolved to effect the Consolidation, subject to TSX Venture acceptance, in conjunction with
the closing of the Private Placement. Where the exchange re sults in a fractional share, the number of
Common Shares will be rounded to the nearest whole Common Sha re. The record date for the
Consolidation will be set subsequent to the regulatory approvals being obtained and Troymet being
satisfied of the imminent closing of the Private Placement.
Troymet currently has 121,856,225 Common Shares issued and outst anding. After giving effect to the
Consolidation, assuming that the Private Placement is fully subscribed and only Units are issued pursuant
to the Private Placement (and no FT Shares are issued), T roymet will have 30,935,623 Common Shares
outstanding. The number of outstanding Common Shares after t he Private Placement and the
Consolidation will be 28,435,623 Common Shares if the maximum 10,000,000 FT Shares are purchased
and 6,250,000 Units are purchased to fill the remainder of the $1,500,000 Private Placement.
Once implemented, the Consolidation will not change Troymet ’s authorized share capital and each
shareholder will hold the same percentage of Common Shares out standing immediately after the
Consolidation as such shareholder held immediately prior to the Consolidation (not including any dilution
or effect from the Private Placement). However, the exerc ise price and number of Common Shares of
Troymet issuable upon the exercise of outstanding options and warrants will be proportionally adjusted
upon the implementation of the Consolidation in accordance wi th the terms of such securities. Troymet’s
name and trading symbol will not be changed as a result of the Consolidation.
About Troymet Exploration Corp.
Troymet Exploration Corp. is a junior mining exploration company with projects in British Columbia
(Redhill and Golden Eagle), Utah (Wildcat) and Manitoba (M cClarty Lake). Troymet operates the
Wildcat, Redhill and Golden Eagle projects. Hudbay Mineral s Inc. is the operator of the McClarty Lake
joint venture and must contribute $1,151,052 in joint venture expendit ures before Troymet is required to
fund its participating interest. Troymet retains a 2% ne t smelter returns royalty (NSR) on the Key
Box 37033, Country Club PO, Nanaimo, BC V9T6N4 Tel: (250) 729-0453 E: [email protected]
CAN: 25859910.2
property, British Columbia, which was sold to New Gold Inc. in 2013, and now forms part of New Gold’s
Blackwater gold-silver project.
TROYMET EXPLORATION CORP.
Kieran Downes, Ph.D., P.Geo.
President, CEO & Director
For further information, contact:
Investor Relations
Tel: 250-729-0453
Email: [email protected]
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 in formation. All statements included herein, other than
statements of historical fact, are forward-looking inf ormation and such information involves various risks and
uncertainties. In particular, this news release contai ns forward-looking information in respect of: the Privat e
Placement, including the potential closing date of the Private Placement, the potential use of proceeds of the Private
Placement, including potential drilling on Troymet’s proj ects, the potential outstanding Common Shares after th e
Private Placement, depending on the distribution of Units or FT Share purchased pursuant to the Private Placement,
the potential Accelerated Expiry Date of the Warrants and the potential finder’s fees or finder’s warrants paid to any
finders; and the Consolidation, including the completion of the Consolidation which is conditional upon the closing
of the Private Placement. There can be no assurance t hat such information will prove to be accurate, and ac tual
results and future events could differ materially from t hose anticipated in such information. This forward-looking
information reflects Troymet's current beliefs and is b ased on information currently available to Troymet an d on
assumptions Troymet believes are reasonable. These ass umptions include, but are not limited to: the current sha re
price of Troymet's Common Shares; TSX Venture accepta nce and market acceptance of the Private Placement and
the Consolidation; Troymet’s understanding of current federal and provincial income tax legislation; Troymet’s
current and initial understanding and analysis of its projects and the exploration required for such projects; the costs
of exploration and drilling on Troymet’s projects; Troym et's general and administrative costs remaining constant ;
and the market acceptance of Troymet's business strategy. Forward-looking information is subject to known and
unknown risks, uncertainties and other factors which may c ause the actual results, level of activity, performan ce or
achievements of Troymet to be materially different fro m 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 and its projects; general business, economic, c ompetitive, political and social uncertainties; capital market
conditions and market prices for securities, junior mar ket securities and mining exploration company securities;
commodity prices; the actual results of current explorat ion and development or operational activities; compet ition;
changes in project parameters as plans continue to be re fined; 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 or income tax legislation, affecting Troymet; timing and availability of external
financing on acceptable terms; conclusions of economic evaluations; 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 info rmation
can 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.