Patriot Petroleum Corp. Announces Entry into Definitive Agreement for Property Acquisition
PATRIOT PETROLEUM CORP. NEWS RELEASE
918 - 1030 West Georgia Street TSX Venture Exchange Vancouver, BC V6E 2Y3 Trading Symbol: PPC
PATRIOT PETROLEUM CORP. ANNOUNCES ENTRY INTO DEFINITIVE AGREEMENT FOR PROPERTY ACQUISITION
August 11, 2016 - Vancouver, BC (TSX-V: PPC) Patriot Petroleum Corp. ("Patriot" or the "Company") today announced that it has entered into an option purchase and assignment agreement (the "Option Purchase Agreement") with TY & Sons Explorations (Nevada), Inc. ("TY & Sons") and Nevada Alaska Mining Company Inc. ("Nevada Mining"), pursuant to which Patriot will acquire all of TY & Sons right, title and interest in a property option agreement between TY & Sons and Nevada Mining, as property owner (the "Underlying Option Agreement"), under which TY & Sons has the option (the "Option") to acquire from Nevada Mining a 100% interest in what is known as the Mojave Property (collectively, the "Option Purchase"), subject to certain royalties in favour of Nevada Mining.
The Mojave Property is comprised of 55 unpatented mining claims (the "Mineral Claims") situated in San Bernardino County, California.
Subsequent to the letter of intent entered into between TY & Sons and the Company announced on July 11, 2016, the Company and TY & Sons further negotiated the terms of the Option Purchase, including the proposed consideration for the Option Purchase, such that the total number of common shares of Patriot ("Common Shares") to be issued to TY & Sons is now 70,000,000 Common Shares (the "Consideration Shares") and the concurrent financing will now take the form of a $750,000 convertible debenture issued by the Company to TY & Sons (the "Debenture"). The Debenture will have a term of 24 months, be convertible at a price of $0.05 per Common Share, bear interest at a rate of 5% per annum and be subject to a forced conversion provision which will be triggered if Patriot completes an equity private placement during the period between the issue date and the maturity date of the Debenture at a price per share or unit of at least $0.25, provided that the Company has completed a 5:1 consolidation.
The terms of the Option Purchase Agreement also provide for the payment by Patriot of US$25,000 to TY & Sons and such other amounts as may have been paid by TY & Sons to the Property Owners under the Underlying Option Agreement.
In order to exercise the Option pursuant to the terms of the Underlying Option Agreement, Patriot will be required to issue an aggregate of 12,500,000 Common Shares (the "Option Shares") and pay the total sum of US$325,000 to Nevada Mining over the course of four years. A cash payment of US$125,000 will be payable on November 1, 2016 and thereafter payments in $50,000 increments thereafter on each anniversary of such date until November 1, 2020, and the first Common Share issuance in the amount of 2,500,000 Common Shares is required on or before October 1, 2016 and subsequently thereafter on each anniversary of such date until October 1, 2020.
Upon exercise of the Option, the Company will hold a 100% in the Mojave Property subject to a two-and-one-half percent (2.5%) net smelter returns royalty on commercial production from the Mineral Claims, in favour of Nevada Mining and a half percent (0.5%) net smelter returns royalty applicable to any after acquired properties in the area of interest stipulated by the Option Purchase Agreement, also in favour of Nevada Mining.
The terms of the Option Purchase Agreement provide for adjustment of the Consideration Shares and the Option Shares in the event Patriot completes a consolidation of its Common Shares. Pursuant to the Company's articles, Patriot shareholders must approve any proposed consolidation.
Completion of the Option Purchase is subject to conditions customary for transactions of this nature including a condition for receipt of TSX Venture Exchange ("TSX-V") approval and closing of the Debenture.
The Company has previously received notification from the TSX-V that it has not maintained the applicable Tier 2 continued listing requirements ("Tier 2 CLR") and that it has been placed on notice for a transfer to the NEX Board of TSX-V with a deadline of August 11, 2016 (the "NEX Transfer"). The Company has made application for an extension to the NEX Transfer (the "Extension Application") to allow time for the completion of the Proposed Transaction. The Company expects to meet Tier 2 CLR following closing of the Proposed Transaction but can provide no assurance that the TSX-V will approve the Extension Application.
On behalf of the board of
PATRIOT PETROLEUM CORP.
Per: "Gavin Cooper"
Gavin Cooper President and Director For further information please contact Gavin Cooper at:
Telephone: (604) 639-9051
THE TSX VENTURE EXCHANGE INC. HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE. 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 PRESS RELEASE
Disclaimer for Forward-Looking Information:
Certain statements in this news release are forward-looking statements which reflect the expectations of management. Forward- looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. In this release such statements included but are not limited to the Option Purchase and the Debenture including the timing therefor and effect thereof on the Company's ability to meet Tier 2 CLR, and the Extension Application. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect.