Trillium Announces Approval of Proposed Acquisition of Private Exploration Company and Other Corporate Transactions
TRILLIUM NORTH MINERALS LTD.
June 2, 2014 News Release TSX-V: TNM
TRILLIUM ANNOUNCES APPROVAL OF PROPOSED ACQUISITION OF PRIVATE EXPLORATION COMPANY AND OTHER CORPORATE TRANSACTIONS
FOR IMMEDIATE RELEASE
Trillium North Minerals Ltd (“Trillium” or the “Company”) is pleased to announce that the TSX:V has accepted the proposed agreement (see NR December 31, 2013, www.sedar.com) in respect of a transaction among Trillium, 1191557 Ontario Corp. (“Ontario Corp.”), Dr. Elliot Strashin (“Strashin”), Lateral Management Corporation and all of the shareholders of Ontario Corp. (the “Ontario Corp. Shareholders”). The transaction (the “Transaction”) will take the form of a share exchange whereby, upon full implementation, Trillium will acquire all of the issued and outstanding shares of Ontario Corp. (the “Ontario Corp. Shares”) from the Ontario Corp. Shareholders. Michael Stares will be appointed President and CEO and will be a director of the Company. In conjunction with the Transaction the Company and will consolidate its share capital, issue shares for debt, complete a private placement and change its name to White Metal Resources Corp., trading under the symbol WHM.V.
Trillium
Trillium currently has, prior to completing its consolidation of share capital, issued and outstanding share capital of 79,980,724 common shares. Trillium has also granted 5,465,000 options and has 8,639,647 share purchase warrants outstanding (the Trillium Options and Warrants”) which, if exercised, would increase Trillium’s issued and outstanding share capital to 94,085,371 common shares on a fully diluted basis. Strashin, the CEO of Trillium, owns directly or indirectly or has family members who own 24,333,713 shares of Trillium (the “Strashin Shares”).
Ontario Corp.
Ontario Corp. is a private company incorporated under the Business Corporations Act (Ontario), which carries on business exclusively in the mining sector. Ontario Corp. has prior to completing its consolidation of share capital, issued and outstanding share capital of 11,300,000 common shares beneficially held by 12 shareholders and no share purchase warrants or stock options outstanding. Michael Stares is the current President of Ontario Corp.
The Ontario Corp. Properties
Ontario Corp. holds the following mineral property interests:
Manitouwadge PGE Property
An option to acquire the Manitouwadge PGE Property in northern Ontario. The property is subject to a 2.5% NSR of which up to 2% can be purchased by Ontario Corp. for $650,000 per 0.5%.
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The property is comprised of 19 claim blocks totalling 148 claim units and is located approximately 20 kilometres east of the town of Manitouwadge, Ontario and 70 kilometres north east of Stillwater’s Marathon PGE deposit currently in the development stage. There are numerous copper, nickel, and platinum group element (“PGE”) occurrences located throughout including the Kejimalda Zone that has been traced by prospecting and mapping for almost 3 km with apparent widths of between 25 and 80 meters. Historical results of massive sulphides along the mineralized zone include highly anomalous samples including selective grab samples grading up to 1.02% Ni, 0.09% Cu, 3.17 gpt platinum + palladium. Recent prospecting on other magnetic anomalies has also yielded elevated values of Cu-Ni-PGEs. Exploration follow-up will include grid establishment and ground magnetic and IP (Induced Polarization) surveys.
Senecal Lake
A 100% interest in 367 units in the Senecal Lake Area, 29 units in the Riviere Aux Petits Poissons Area and 20 claim units in the Panchia Lake Area in south-west Labrador. The Senecal Lake Area property interests are held by Michael Stares, President of Ontario Corp., in trust for Ontario Corp.
The Senecal Lake property has had very little documented historic exploration. The property covers part of the same mafic intrusive complex rocks that host the recently announced Ni-Cu- Co-PGE discovery held by Altius Minerals. Altius has entered into a joint venture agreement with Anglo American whereby Anglo has the option to earn a 66% interest in the project through expenditures of $20 million over a five year period. Exploration highlights from Altius’ discovery as described on their website (http://altiusminerals.com/projects/natashquan) include “2.68g/t combined Pt, Pd, and Au(grab) – 6.14% Cu and 388 Pt – 1.04g/t combined Pt, Pd, Au and 1.06% Cu over 1.30m (channel) – 1.04 g/t combined Pt, Pd, Au and 3.92% Cu over 1.00m (channel) – 2.49 g/t combined Pt, Pd, and Au and 1.07% Ni (grab) – Several grab samples > 7% Cu – Soil samples up to 26,000ppm Cu”.
Exploration plans for the Senecal Lake Property include an airborne electromagnetic survey with ground work over favourable anomalous responses.
On January 17, 2014 Ontario Corp signed an agreement with Metals Creek Resources Corp (“MEK”) whereby Ontario Corp has the option to earn 100% of MEK’s Mealy Lake Property (adjacent to Ontario Corp’s Senecal Lake Property) by issuing to MEK 1,250,000 common shares of Ontario Corp. (the “Compensation Shares”) and reimburse MEK for its staking cost. MEK will also retain a 1% net smelter return (a “NSR”) on the Property. Ontario Corp. will have the right to buy back 0.5% of the NSR for $500,000. Upon receipt of the NSR from Ontario Corp. the Company will also grant Ontario Corp. a 1% NSR on the Property and Ontario Corp. will grant to Metals Creek a 1% NSR on certain adjacent mineral claims owned by Ontario Corp. (the “Ontario Corp. Claims”). Ontario Corp. will have the right to buy back 0.5% of the NSR on the Ontario Corp. Claims for $500,000. 1,250,000 shares of Ontario Corp have been issued to MEK.
On January 23, 2014 (“Effective Date”) Ontario Corp signed an option agreement on the Senecal Lake Property (‘Property”) with Platinum Group Metals (“PTM”) whereby PTM can earn 71% by paying Ontario Corp $40,000 on the Effective Date and complete staged work commitments over a 4 year period. The work expenditures include $150,000 on or before the date which is 12 months from the Effective Date; a further $150,000 on or before the date which is 24 months from the Effective Date; a further $250,000 on or before the date which is
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36 months from the Effective Date; a further $750,000 on or before the date which is 48 months from the Effective Date. Upon PTM earning an undivided 71% interest in the Property a joint venture (“Joint Venture”) in respect of the ownership and operation of the Property shall be formed between whereby exploration expenditures on the Property shall be funded on a pro-rata basis by ownership percentage of PTM and Ontario Corp, and failure to participate in exploration expenditures will result in a reduction of ownership percentage. Upon declaring a Joint Venture, the Property is subject to a 1% NSR in favour of each of Ontario Corp and MEK for a total of 25 of which an aggregate of 1% can be purchased back by PTM by making individual payments of $500,000 directly to Ontario Corp for 0.5% and $500,000 directly to MEK for 0.5%.
Corporate Transactions/Reorganizations
1. Trillium and Ontario Corp. have received regulatory approval to complete the following:
a) Trillium will consolidate its outstanding share capital on a 10:1 basis with applicable adjustments to the Trillium Options and Warrants;
b) Ontario Corp. will consolidate its outstanding share capital on a 2.5:1 basis;
c) following the corporate reorganizations referred to above Trillium will acquire all of the outstanding shares of Ontario Corp. by the issuance of 4,520,000 common shares of Trillium to be allocated among the Ontario Shareholders pro rata in proportion to their respective shareholdings in Ontario Corp (the “Trillium Shares”) at a deemed price of $0.05 per share based on a fair market value of Ontario Corp. of $226,000;
d) Strashin will settle all debt owed by Trillium to him or companies controlled by him (being approximately $143,900) pursuant to a shares for debt settlement with Trillium at a price of $0.05 per share post consolidation resulting in the issuance of 2,878,000 common shares of Trillium (the “Strashin Debt Shares”);
e) Lateral Management Corporation (“Lateral”) will settle the $30,000 of debt owed by Trillium to it pursuant to a shares for debt settlement with Trillium at a price of $0.05 per share post consolidation resulting in the issuance of 600,000 shares of Trillium (the “Lateral Debt Shares”);
f) Michael Stares will settle a debt in the amount of $10,000 owed to him by Ontario Corp., on the closing of the Transaction by the issuance of 200,000 shares of Trillium at $0.05 per share post consolidation (the “Stares Debt Shares”);
g) Trillium will have 15,947,072 common shares issued upon closing of the Transaction including the Trillium and Ontario Corp. share consolidations, the issuance of the Strashin Debt Shares, the Lateral Debt Shares and the Stares Debt Shares but before the issuance of common shares pursuant to the proposed financing referred to below.
Option on Strashin Debt Shares
2,814,300 of the Strashin Debt Shares (the “Strashin Optioned Shares”) will be held in trust and be subject to a purchase option in favour of the Ontario Corp. Shareholders who will have the option of purchasing, pro rata in proportion to their holdings of Ontario Corp. the Strashin Optioned Shares for
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$0.05 per share (the “Option”). The Option will, if not exercised by the Shareholders, terminate in respect to ten (10%) percent of the Strashin Optioned Shares (if the Option is not exercised in respect to the full 10%) six months after approval of the Transaction and thereafter the Option will, if not exercised terminate on a further fifteen (15%) percent of the Strashin Optioned Shares (if the Option is not exercised in respect to the full 15%) every 6 months.
Escrow Agreements
Strashin and the Ontario Corp. Shareholders have agreed to the following escrow provisions:
a) Strashin will, upon Closing, cause 1,983,967 of the Strashin Shares owned previous to this transaction, (all of the 2,433,371 post consolidation Strashin Shares except those owned by family members) to become subject to the terms of a Tier 2 Value Security Escrow Agreement (as that term is defined by TSX-V policy) with shares being released from escrow over a 36 month period.
b) The Ontario Corp. Shareholders will, upon Closing, make their respective Trillium Shares subject to a Tier 2 Value Security Escrow Agreement.
Financing
In conjunction with the closing of the Transaction Trillium will complete, post consolidation, a private placement financing consisting of 1,100,000 Units at $0.05 per Unit and 1,120,000 Flow-Through Units at $0.05 per Flow-Through Unit for total proceeds raised of $111,000. Each Unit consists of 1 common share and 1 common share purchase warrant, with each warrant exercisable at $0.15 for a period of 24 months from closing and each Flow-Through Unit consists of 1 flow-through share and 1 half of a share purchase warrant with each full warrant exercisable at $0.15 for a period of 12 months from closing. The common shares and warrants and flow-through shares and warrants are subject to a statutory hold period of 4 months and 1 day from date of closing. A finder’s fee of $100.00 will be paid to Canaccord Genuity Corp. Dr. Elliot Strashin, an insider of the Company, subscribed for 260,000 Flow-Through Units and Lorne Gertner, an insider of the Company subscribed for 200,000 Flow-Through Units. Upon completion of the transactions referred to above .Dr. Strashin will own, directly or indirectly, including those owned by family members, 6,171,371 shares of the Company constituting approximately 33.9% of the issued shares.
Name Change
Trillium will be changing its name to White Metal Resources Corp. The effective date for the name change and share consolidation will be June 4, 2014.
ON BEHALF OF THE TRILLIUM BOARD OF DIRECTORS
Per: Elliot Strashin, CEO
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