Trillium Announces Proposed Acquisition of Private Exploration Company
TRILLIUM NORTH MINERALS LTD 500 – 20 Maud St., TORONTO Ontario, CANADA M5V 2M5 Telephone: (416) 504-0077 Fax: (416) 504-6019 www.trilliumnorth.com
402 – 905 West Pender Street, VANCOUVER British Columbia, CANADA V6C 1L6 Telephone: (604) 681-1909 Fax: (604) 689-5930 TSX:V Symbol: TNM
December 23, 2013 NEWS RELEASE FOR IMMEDIATE RELEASE
TRILLIUM ANNOUNCES PROPOSED ACQUISITION OF PRIVATE EXPLORATION COMPANY
FOR IMMEDIATE RELEASE
Trillium North Minerals Ltd (“Trillium” or the “Company”) is pleased to announce an agreement 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.
Trillium
Trillium has 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 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.
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%.
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. The company is currently conducting property-scale lake bottom sediment sampling over the various magnetic anomalies that are commonly covered by overburden.
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 & CEO 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.
Corporate Transactions/Reorganizations
1. Trillium and Ontario Corp. have, subject to regulatory approval, agreed to 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 (the “Trillium Shares”) at a deemed price of $0.05 per share based on a fair market value of Ontario Corp. of $226,000 to be allocated among the Ontario Shareholders pro rata in proportion to their respective shareholdings in Ontario Corp;
d) Strashin will settle all debt owed by Trillium to him or companies controlled by him (being approximately $156,350) pursuant to a shares for debt settlement with Trillium at a price of $0.05 per share post consolidation resulting in the issuance of 3,127,000 common shares of Trillium (the “Strashin Debt Shares”);
e) Lateral Management Corporation (“Lateral”) will, subject to regulatory approval, settle all debt owned by Trillium to it (being no more than $30,000) 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, subject to regulatory approval, 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 16,445,072 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 the Strashin Optioned Shares for $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.
Proposed Financing
In conjunction with the closing of the Transaction Trillium proposes to complete: (i) a $100,000 non- flowthrough $0.05 unit financing with each unit being comprised of one common share and one full warrant exercisable at $0.15 for 2 years; and (ii) a $100,000 flow-thorough $0.05 unit financing with each unit being comprised of one flow-through common share and one half of a warrant exercisable at $0.15 for one year.
General
The Transaction is subject to normal due diligence conditions precedent on behalf of Trillium and the Ontario Shareholders will have the right to participation on Trillium’s board of directors. Closing of the Transaction will be subject to applicable Exchange approval.
Completion of the Transaction is subject to a number of conditions, including Exchange acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
ON BEHALF OF THE TRILLIUM BOARD OF DIRECTORS
Per:
Elliot Strashin, CEO
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