Pitchblack Completes Acquisition of Option to Buy Troilus GOLD Project and Announces Corporate NAME Change to Troilus GOLD Corp.
PITCHBLACK COMPLETES ACQUISITION OF OPTION TO BUY TROILUS GOLD PROJECT
AND ANNOUNCES CORPORATE NAME CHANGE TO TROILUS GOLD CORP.
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
December 20, 2017, Toronto, Ontario - Pitchblack Resources Ltd. ( NEX: PIT.H) (“Pitchblack”) is
pleased to announce the closing of the previously announced reverse-takeover of Pitchblack
resulting in the acquisition of an option to buy the Troilus Gold Project (the “Transaction”) , located
northeast of the Val-d’Or district in Quebec, Canada.
I
n connection with and immediately prior to the closing of the Transaction, the escrow release
conditions outlined in the press release of Sulliden Mining Capital Inc. (“Sulliden”) and Pitchblack
dated Nove mber 21, 2017 were all satisfied and, as a result, each subscription receipt (“Subscription
Receipt”) issued pursuant to the bought deal private placement offering (the “Offering”) of 2507868
Ontario Inc., a wholly -owned subsidiary of Sulliden (“Sulliden S ubco”), were converted into one (1)
common share and one (1) common share purchase warrant of Sulliden Subco. In connection with
the closing of the Transaction, the outstanding common shares and common share purchase
warrants of Sulliden Subco were exchang ed for common shares and common share purchase
warrants of Pitchblack , and Pitchblack common shares were consolidated on a four (4) for one (1)
basis. An aggregate of 14,030,000 Subscription Receipts were sold pursuant to the Offering, including
the full exercise of the over -allotment option, for aggregate gross proceeds of $23,009,200.
U
pon completion of the Transaction, the conversion of the Subscription Receipts and the share
consolidation, the Company will have 41,510,620 common shares issued and outstanding. The Company
will mail a letter of transmittal to shareholders instructing shareholders to surrender the certificates
representing their common shares for replacement certificates representing the number of common
shares to which they are entitled as a result of the consolidation.
F
urther details about the Transaction and Troilus Gold Corp. following the completion of the Transaction
are available in the information circular of Pitchblack dated November 22, 2017, which has been filed
under Pitchblack's profile on SEDAR.
F
inal acceptance of the Transaction will occur upon the issuance of a final exchange bulletin by the
TSX Venture Exchange.
C
orporate Name Change to Troilus Gold Corp. & New Website Launch
In co
nnection with the Transaction, Pitchblack has changed its corporate name and brand identity to
Troilus Gold Corp. (“Troilus”) to reflect the Company’s focus on the exploration and development of
the Troilus gold project. A new website has been launched for Troilus at www.troilusgold.com, which
will provide accurate and up-to-date information as the Troilus gold project advances.
Troilus common shares are expected to commence trading under the symbol “TLG” in the coming days
and following the issuance of a final listing bulletin by the TSX Venture Exchange.
Operations and Technical Focused Management Team & Board
As of closing of the transaction, Mr. Justin Reid has become Troilus’ new Chief Executive Officer and
board member and has concurrently resigned as Chief Executive Officer of Sulliden Mining Capital
Inc. Mr. Reid replaces Mr. G. Scott Moore, who will now assume the role of Chairman of the board of
directors of Troilus. Along with Mr. Reid’s appointment, Troilus is pleased to welcome Mr. Denis C.
Arsenault as its new Chief Financial Officer, Mr. Peter Tagliamonte as Executive Director, and the
Honourable Pierre Pettigrew as Director.
Troilus reports that Mr. Bill Clarke and Mr. Patrick Gleeson have resigned from the Company as
directors, effective immediately. The Troilus board now consists of the following five directors: Mr.
G. Scott Moore as Chairman, Mr. Peter Tagliamonte as Executive Director, Mr. Justin Reid together
with his role as Chief Executive Officer, Hon. Pierre Pettigrew, and Mr. Tom Olesinski. Short
biographies of the new board and officers, if not listed below, can be found in the Pitchblack and
Sulliden joint news release dated November 21, 2017.
Mr. Justin Reid is a geologist and capital markets executive with over 20 years of experience focused
exclusively in the mineral resource space. Mr. Reid started his career as a geologist with Saskatchewan
Geological Survey and Cominco Global Exploration after which he became a partner and senior mining
analyst at Sprott/Cormark Securities in Toronto. He is the former Managing Director Global Mining Sales
at National Bank Financial, where he directed the firm’s sales and trading in the mining sector. Most
recently, he was Chief Executive Officer of Sulliden Mining Capital Inc. where he actively managed the
company’s portfolio of projects and investments and played an integral role in structuring the
Transaction. He formerly acted as President and Director of Sulliden Gold Corporation, until its
acquisition by Rio Alto Mining in 2014, and has been a Managing Director at Aguia Resources Ltd. since
2015. He holds a B.Sc from the University of Regina, a M.Sc from the University of Toronto and an MBA
from the Kellogg School of Management at Northwestern University.
Mr. Denis Arsenault is a Chartered Professional Accountant with more than 30 years of experience. He
has held a variety of senior financial positions in a range of sectors, including mining and resources,
communications, truck trailer manufacturing and life sciences. Mr. Arsenault was the former CFO of
Sulliden Gold Corp. and Central Sun Mining Inc. Mr. Arsenault currently serves as a director of the
following Canadian mining companies: Thompson Creek Metals Company Inc., Murchison Minerals Ltd.,
Stonegate Agricom Ltd. and Belo Sun Mining. He formerly served on the board of directors of Rockcliff
Resources Inc., MBAC Fertilizer Corp. and Alliance Grain Traders Inc. Mr. Arsenault began his career with
KPMG in 1981, before co-founding Wasserman Arsenault, Chartered Accountants. Mr. Arsenault holds a
Bachelor of Commerce from the University of Toronto.
Mr. Tagliamonte is a professional mining engineer with over 25 years of progressive managerial
experience building and operating mines. He was formerly the CEO and a Director of Sulliden Gold Corp.
(acquired by Rio Alto Mining), President and CEO of Central Sun Mining Inc. (acquired by B2Gold) and
Chief Operating Officer of Desert Sun Mining Corp. (acquired by Yamana) where he was responsible for
the development of the Jacobina Mine in Brazil into a 4,200-tonne-per-day mining operation. In 2005,
Mr. Tagliamonte received the Mining Journal's "Mine Manager of the Year" award in recognition for his
work in the mining sector. Mr. Tagliamonte obtained his Mining Engineering degree at Laurentian
University in Sudbury, Ontario; he also holds an MBA from the Richard Ivey School of Business at the
University of Western Ontario.
The Honourable Pierre Pettigrew has had a distinguished career in both the public and private sectors.
From January 1996 to February 2006, he served as a member of the Government of Canada where he
led a number of senior government departments in successive Canadian governments. Among other
positions, he served Canada as the Minister of Foreign Affairs, the Minister of International Trade and
the Minister for International Cooperation. Pierre Pettigrew currently works with Deloitte & Touche LLP
in the role of Executive Advisor, International.
About Troilus Gold Corp.
Troilus Gold is a Toronto-based development-stage mining company focused on the mineral expansion
and potential mine re-start of the former gold and copper Troilus Mine. The 4,700 hectare Troilus
property is located northwest of the Val-d’Or district, within the Frotêt-Evans Greenstone Belt in
Quebec, Canada. From 1997 to 2010, Inmet Mining Corporation operated the Troilus Project as an
open-pit mine, producing more than 2,000,000 ounces of gold and 70,000 tonnes of copper.
Qualified Person
The technical and scientific information in this press release has been reviewed and approved by Blake
Hylands, P.Geo., who is a Qualified Person as defined by National Instrument 43-101.
For more information:
Caroline Arsenault
Corporate Communications
+1 (416) 861-5805
Cautionary statement regarding forward-looking information
This press release contains “forward-looking information” within the meaning of applicable Canadian
securities legislation. Forward-looking information includes, but is not limited to, statements regarding
Troilus’ plans for developing its properties, the intended use of the net proceeds of the Offering, receipt of
any required regulatory approvals and other statements related to the Transaction. Generally,
forward-looking information can be identified by the use of forward-looking terminology such as “plans”,
“expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”,
“anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or
statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”,
“occur” or “be achieved”. Forward- looking information is subject to known and unknown risks,
uncertainties and other factors that may cause the actual results, level of activity, performance or
achievements of Troilus to be materially different from those expressed or implied by such forward-looking
information, including but not limited to: transaction risks; the impact of the appointments on the
company; receipt of necessary third party, shareholder and regulatory approvals; general business,
economic, competitive, political and social uncertainties; future prices of mineral prices; accidents, labour
disputes and shortages and other risks of the mining industry. Although Troilus has attempted to identify
important factors that could cause actual results to differ materially from those contained in forward-
looking information, there may be other factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such information will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such statements. Accordingly, readers
should not place undue reliance on forward-looking information. Pitchblack and Troilus do not undertake
to update any forward-looking information, except in accordance with applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States. The securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may
not be offered or sold within the United States or to , or for the account or benefit of, U.S. Persons unless
registered under the U.S. Securities Act and applicable state securities laws or an exemption from such
registration is available.
Neither 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 release.