Troymet Announces $500,000 Private Placement, 10 FOR 1 Share Consolidation and NAME Change
CAN: 29619074.2
TSXV : TYE
www.TroyMet.com
TROYMET ANNOUNCES $500,000 PRIVATE PLACEMENT,
10 FOR 1 SHARE CONSOLIDATION AND NAME CHANGE
Nanaimo, British Columbia, March 4, 2019
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 non-brokered private placement of up to
$500,000 at a post-consolidation price of $0.05 per common share (“ Private Placement ”); (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 post-Consolidation Common Share;
and (iii) a change of name to “ Bessor Minerals Inc. ”
Private Placement
Troymet intends to complete the Private Placement for gr oss proceeds of $500,000 using available
prospectus exemptions under securities laws including the ac credited investor exemption and the close
friends, family and business associates exemption. Any i nvestors interested in participating in the Private
Placement should contact Troymet pursuant to the contact i nformation set forth below. Proceeds of the
private placement are anticipated to be used for gener al corporate purposes. Closing of the Private
Placement is anticipated to occur on or around April 30, 2019 . 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.
Troymet currently has 124,356,225 Common Shares issued and outst anding. After giving effect to the
Consolidation, but prior to the closing of the Private P lacement, Troymet will have 12,435,623 Post-
Consolidation Common Shares issued and outstanding. Assuming that the Private Placement is fully
subscribed, Troymet will issue 10,000,000 on the Private Plac ement and will have 22,435,623 Post-
Consolidation Common Shares issued and outstanding after the completion of the Consolidation and the
Private Placement.
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 l ength investors. There is no minimum aggregate
subscription amount for the Private Placement, but com pletion of the Private Placement is subject to all
regulatory approvals, including the TSX Venture acceptance . Depending on market conditions, the gross
proceeds of the Private Placement could be increased o r decreased. The Private Placement may be
completed in one or more tranches and the Common Shares issua ble pursuant to the Private Placement
will be subject to a hold period expiring four months and one day after the closing date.
Consolidation and Name Change
Conditional on the imminent closing of the Private Placement , and shortly prior to the closing of the
Private Placement, Troymet intends to complete the Consoli dation. At Troymet’s last shareholder
meeting, the shareholders of Troymet approved a special resolution authorizing the Consolidation, and the
Box 37033, Country Club PO, Nanaimo, BC V9T6N4 Tel: (250) 729-0453 E: [email protected]
CAN: 29619074.2
Board of Directors of Troymet have resolved to effect t he Consolidation on the imminent closing of the
Private Placement, subject to TSX Venture acceptance, in conjunction with the closing of the Private
Placement. Where the exchange from the Consolidation results in a fractional Common 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 Placeme nt. It is also anticipated that the Name Change
will occur, subject to regulatory approvals being obtained, on or about the same date as the effective date
of the Consolidation. Troymet will issue a further news rel ease confirming the record date for the
Consolidation and the effective date for the Consolidation a nd Name Change as well as the new trading
symbol for Troymet when such information is available to Troymet.
Once implemented, the Consolidation will not change Troyme t’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 with the terms of such securities.
About Troymet Exploration Corp.
Troymet is a mineral exploration company with its current exploration activity focused in British
Columbia. Please refer to Troymet’s website (www.tro ymet.com) to view information on Troymet’s
Golden Eagle and Redhill projects. Troymet retains a 1% net smelter returns royalty (NSR) on the Key
property, British Columbia, which was sold to New Gol d Inc. in 2013. Troymet is continuing to evaluate
and monitor opportunities in the minerals sector.
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 inform ation. All statements included herein, other
than statements of historical fact, are forward-looking information and such information involves various
risks and uncertainties. In particular, this news release contains forward-looking information in respect of:
the Private Placement, including the potential closing d ate of the Private Placement, the potential use of
proceeds of the Private Placement and the potential ou tstanding Common Shares after the completion of
the Consolidation and the Private Placement; and the comple tion of the Consolidation and the Name
Change, both of which are conditional upon the closing of the P rivate Placement. There can be no
assurance that such information will prove to be accurate, and actual results and future events could differ
materially from those anticipated in such information. This forward-looking information reflects
Troymet's current beliefs and is based on information cur rently available to Troymet and on assumptions
Troymet believes are reasonable. These assumptions incl ude, but are not limited to: the current share
price of Troymet's Common Shares; TSX Venture acceptance and market acceptance of the Private
Placement and the Consolidation; and the receipt of sufficient investor interest in the Private Placement in
order to complete the Private Placement, and conditional t hereon, the Consolidation and the Name
Change; Troymet's general and administrative costs remaining constant; and the market acceptance of
Box 37033, Country Club PO, Nanaimo, BC V9T6N4 Tel: (250) 729-0453 E: [email protected]
CAN: 29619074.2
Troymet's business strategy. Forward-looking information is subject to known and unknown risks,
uncertainties and other factors which may cause the act ual results, level of activity, performance or
achievements of Troymet to be materially different from those expressed or implied by such forward-
looking information. Such risks and other factors may inclu de, but are not limited to: the early stage
development of Troymet and its projects; general business, e conomic, competitive, political and social
uncertainties; capital market conditions and market pric es for securities, junior market securities and
mining exploration company securities; commodity prices; the actual results of current exploration and
development or operational activities; competition; changes in project parameters as plans continue to be
refined; accidents and other risks inherent in the mining ind ustry; lack of insurance; delay or failure to
receive board or regulatory approvals; changes in legisla tion, including environmental legislation or
income tax legislation, affecting Troymet; timing and ava ilability of external financing on acceptable
terms; conclusions of economic evaluations; and lack of qual ified, skilled labour or loss of key
individuals. A description of other risk factors that may cause actual results to differ materially from
forward-looking information can be found in Troymet's disc losure documents on the SEDAR website at
www.sedar.com. Troymet does not undertake to update any for ward-looking information except in
accordance with applicable securities laws.