Troymet Signs Asset Purchase Agreement for Sale of McClarty Claims and Advises of Potential New Director
CAN: 27261522.4
TSXV : TYE
www.TroyMet.com
Troymet Signs Asset Purchase Agreement for Sale of McClarty Claims and
Advises of Potential New Director
May 3, 2018 - Troymet Exploration Corp. (TSXV:TYE) ( “Troymet ”) is pleased to announce
that has entered into an asset purchase agreement ( the “ Sale Agreement ”) to sell (the
“McClarty Sale ”) to an arm’s length private purchaser (the “ Purchaser ”), subject to TSX
Venture Exchange (“ TSXV ”) acceptance, all of its interest in: (i) Troymet’ s 40% interest in 5
mineral claims that are subject to a Joint Venture Agreement among Hudson Bay Mining and
Smelting Co., Limited (“ HBMS ”) and Troymet dated July 30, 2012; as well as (ii) Troymet’s
100% interest in 3 mineral claims (collectively, the “ McClarty Claims ”). The McClarty Claims
consist of property located in the McClarty Lake ar ea of northern Manitoba. Assuming all
conditions in the Sale Agreement are met or waived, it is anticipated that the closing of the
McClarty Sale will occur on or before May 30, 2018.
Consideration for the McClarty Sale
The consideration for the McClarty Sale was negotia ted by Troymet and the Purchaser, arm’s
length parties, and shall consist of the following payments on the closing date of the McClarty
Sale: (i) $100,000 cash payable by the Purchaser to Troymet; (ii) the issuance and delivery to
Troymet of an aggregate of 2,250,000 common shares of the Purchaser; and (iii) the issuance by
Troymet to the Purchaser of 2,500,000 common shares of Troymet (the “ Troymet Shares ”) at a
deemed price of $0.01 per Troymet Share.
Conditions Precedent to the McClarty Sale
The obligations of Troymet and the Purchaser to com plete the McClarty Sale are subject to the
satisfaction of closing conditions, including, but not limited to: TSXV acceptance of the
McClarty Sale; the Purchaser executing an agreement (the “ JV Assumption Agreement ”) in a
form satisfactory to HBMS which complies with the r equirements of the Joint Venture
Agreement, including the assumption by the Purchase r of all terms and conditions of the Joint
Venture Agreement; and customary closing conditions for a transaction similar to the McClarty
Sale.
Potential Additional Board Member
Subject to TSXV acceptance, it is anticipated that Jason Riley, the President/CEO and a director
of the Purchaser will join the board of directors o f Troymet on the closing of the McClarty Sale
or shortly thereafter.
Jason Riley has been the President/CEO of ExGen Res ources Inc. (TSXV: EXG) since May 5,
2014, a director of ExGen since September 2013, and prior thereto, the President/CEO of
Konnex Resources Inc., a private mining company, fr om January 2011 until Konnex was
purchased by ExGen on August 30, 2013. ExGen is a p roject accelerator that seeks to fund
exploration and development of its projects through joint ventures and partnership agreements.
ExGen currently has 6 projects in Canada and the US . Jason Riley is also the Founder, CEO and
shareholder of EVOS Media Inc., a private Vancouver based media development and production
company; the CEO, a director and shareholder of a p rivate, corporate training and Human
Box 37033, Country Club PO, Nanaimo, BC V9T6N4 Tel: (250) 729-0453 E: [email protected]
CAN: 27261522.4
Resources consulting company; and a director of Phoenix Global Mining Ltd. (LSE AIM: PGM),
an AIM listed, North American-focused, base and precious metal explorer and developer.
Other Information and Cautionary Statements
Other than the potential for Jason Riley to join the board of directors of Troymet, no new insiders
will be created, nor will any change of control occ ur, as a result of the McClarty Sale. There can
be no assurance that the McClarty Sale will be comp leted as proposed or at all or that Jason
Riley will join the board of directors of Troymet. The TSXV has in no way passed upon the
merits of the McClarty Sale and has neither approve d nor disapproved the contents of this news
release.
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 information. All statements included herein, other than
statements of historical fact, are forward-looking information and such information involves various r isks and
uncertainties. In particular, this news release con tains forward-looking information in relation to: t he proposed
McClarty Sale; the timing for completion of the pro posed McClarty Sale; the satisfaction of the condit ions for
completion of the proposed McClarty Sale; the issuance of Troymet Shares to satisfy a requirement of the McClarty
Sale; and Jason Riley joining the board of director s of Troymet on the closing of the McClarty Sale or shortly
thereafter. There can be no assurance that such inf ormation will prove to be accurate, and actual resu lts 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 informati on currently available to Troymet and on assumption s Troymet
believes are reasonable. These assumptions include, but are not limited to: the satisfactory fulfilmen t of all of the
conditions precedent to the proposed McClarty Sale, including obtaining the JV Assumption Agreement; the receipt
of all required approvals for the McClarty Sale inc luding TSXV acceptance; the issuance of Troymet Sha res as
disclosed above to satisfy a requirement of the McClarty Sale; Troymet’s understanding of the Purchaser, and, as a
result, the potential value of the common shares o f the Purchaser, a private company; commodity price s; and the
potential for the junior mining exploration and dev elopment industry. Forward-looking information is s ubject to
known and unknown risks, uncertainties and other fa ctors which may cause the actual results, level of activity,
performance or achievements of Troymet to be materi ally different from those expressed or implied by s uch
forward-looking information. Such risks and other f actors may include, but are not limited to: the ear ly stage
development of Troymet’s projects; general business , economic, competitive, political and social uncer tainties;
capital market conditions and market prices 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 industry; lack of insurance; delay or failure to receive board or regulatory approvals; changes in legislation,
including environmental legislation, affecting Troymet; timing and availability of external financing on acceptable
terms; the deemed value of the common shares of the Purchaser at the closing date of the McClarty Sale having little
or no future value; and lack of qualified, skilled labour or loss of key individuals. A description of other assumptions
used to develop such forward-looking information an d a description of other risk factors that may caus e actual
results to differ materially from forward-looking i nformation may be found in Troymet's disclosure doc uments on
the SEDAR website at www.sedar.com. Troymet does no t undertake to update any forward-looking informati on
except in accordance with applicable securities laws.