Three Valley Copper Corp. Announces Change of Business
THREE VALLEY COPPER CORP. ANNOUNCES CHANGE OF BUSINESS
June 23, 2025 – Toronto, Ontario – Three Valley Copper Corp. (TSXV: TVC .H) (the “Company”)
is pleased to announce a proposed change of business (the " COB") from a mining issuer to an
investment issuer under Policy 5.2 – Changes of Business and Reverse Takeovers of the TSX Venture
Exchange (“TSXV”).
Background
As previously disclosed in the Company’s press release dated February 17, 2023 , the Company’s
primary investment in Chile, Minera Tres Valles SpA, is in liquidation. The Company has written off
the entirety of its investment in Chile and will not recoup any of its investment through the liquidation
process. As a result of these events, the Company has had limited operating activity, negligible liabilities
and, as at May 30, 2025 has over CDN$3,500,000 (unaudited) in cash, marketable securities described
below), and short-term receivables (including a loan receivable of $USD1,000,000 described below).
Given the expertise of current management, its desire to have the Company’s remaining funds deployed
in relatively secure investments while still offering a return on investment for shareholders , as well as
management’s view of the ongoing opportunities available in a rapidly changing interest rate
environment, the Company’s management team concluded that it is in the best interests of the Company
and its shareholders for management to explore a wide range of options to optimize the deployment of
the Company’s cash assets.
Management of t he Company has determined that it is time to refocus its business towards the
investment strategy initially envisioned by the Company when it listed on the Toronto Stock Exchange
in 2007, which it successfully executed for over a decade.
The COB
The COB contemplates a return to the Company’s roots as an investor in multiple layers of the capital
structure of businesses and projects including investing through debt and equity securities in private
and public companies with the added benefit of potential equity participation. The Company intends to
utilize this structure as a primary method to deploy its financial resources.
As a result of the determination to invest its cash rather than to continue operating as a mining issuer,
the Company has applied to the TSXV to change its status as a mining issuer to an investment issuer.
In its capacity as an investment issuer, the Company intends to focus on making investments in existing
profitable operating businesses and real estate . In order to ensure that the Company’s assets are
diversified appropriately, the Company intends to effect investments i n a number of ways, including
(without limitation), debt and hybrid financing, private and listed equity securities, options and warrants
in both public and private companies. Some of the investment activities of the Company may be passive;
however, this shall not be the Company’s primary purpose. The Company intends to take an active role
in certain future investments with the purpose of promoting growth, and aiding in governance and
strategic discussions of target companies.
Subject to the acceptance by the TSXV of the COB, upon completion of the COB, the Company would
be reactivated from the NEX Board to the TSXV. In addition, and to better reflect the new focus and
activities of the Company, it is anticipated that the Company’s name will change to “Winchester Equity
Corporation” and its common shares will begin trading on the TSXV with the trading symbol “WEC”
upon completion of the COB. The Company received approval from its shareholders to effect the name
change at the annual and special meeting of shareholders which took place on June 23, 2023.
Investment Strategy and Investment Policy
The Company has adopted a written investment policy, to govern its investment activities. The
investment policy provides, among other things, the investment objectives and strategy of the Company
moving forward. A complete copy of the investment policy will be posted on the Company's profile at
www.sedarplus.ca.
The investment objective of the Company will be to provide investors with long‐term capital growth by
deploying the Company’s cash assets in debt, equity and hybrid investments. All investments
considered by the Company will be subject to rigorous analysis and evaluation, and all major
prospective investments and dispositions will be subject to approval by the investment committee of
the board of directors of the Company.
In its early stages, the Company’s primary strategy will be to (i) provide debt to borrowers secured by
significant assets to ensure repayment, and (ii) invest in securities of publicly traded companies which,
upon evaluation from management of the Company, are considered to have a strong competitive
advantage, aligned management, a capital efficient business model, and a resilient balance sheet with
strong growth prospects.
The Company intends to maintain a flexible position with respect to the form of investment undertaken
and may employ a wide range of investment methods. While the Company’s initial equity investment
portfolio is comprised of passive investments with no direct involvement in the management of these
companies, as stated above, this shall not be the Company’s primary purpose as the Company intends
to take an active role in certain future investments whether through board representation, pursuant to
management or security agreements, or otherwise with the purpose of promoting growth, and aiding in
governance and strategic discussions of target companies. For this purpose, the Company may either
liquidate some or all of its equity investments or may use a portion of its unallocated working capital
as the Company enters into agreements relating to subsequent investments in accordance with its
Investment Policy.
Among other things, the Company may invest in equity, debt or convertible securities, which the
Company intends may be acquired and held both for long -term capital appreciation and shorter -term
gains. The Company may enter into partnerships or joint ventur es or it may also acquire assets or real
property directly, where the same is determined to be in the best interests of the Company’s investment
portfolio.
The board of directors will have ultimate oversight over the investment policy as well as ensuring that
the Company’s investment objectives are achieved. The officers, directors and management of the
Company will work jointly and severally to identify appropriate investment opportunities. These
individuals have a broad range of business experience and their own networks of business partners,
financiers, venture capitalists and finders through whom potential investments may be identified.
To meet its objectives under the investment policy, the Company has established an investment
committee in connection with the COB. Currently Mark Pajak , Andrew Haines and Juan Urruela ,
directors of the Company, have been appointed as the initial members of the investment committee.
Members of the investment committee may include directors (including independent directors) and/or
officers of the Company, but the Company may also utilize, or the board of directors may appoint to
the investment committee, qua lified independent financial or technical consultants to assist the
investment committee in making its investment decisions. The members of the investment committee
are appointed, and may be removed or replaced, by the board of directors.
Initial Investments
On July 25, 2023, the Company made a loan to Selma House LLC (“Selma”), an arm’s length company
in the business of providing private credit, for an aggregate amount of USD$1,000,000 pursuant to the
terms of a secured convertible promissory note (the “ Promissory Note”) maturing on July 24, 2024
(which was subsequently extended one year to July 24, 2025) . The principal amount under the
Promissory Note bears an interest rate of 10% per annum, calculated monthly. USD$100,000 of interest
was received by the Company on July 24, 2024, and the remaining interest is payable upon maturity on
July 24, 2025. The Promissory Note is secured against all assets of Selma (which consist primarily of
real estate assets and receivables) and represents the sole senior secured debt of such company. The
Company has the right to convert, at any time, the outstanding principal amount of the Promissory Note
into a 47.2% ownership interest in Selma.
Additionally, for the purpose of treasury management, the Company made short-term investments in
dividend-yielding publicly traded equities in order to provide cash flow for the Company’s overhead
(together with the Promissory Note, the “Investments”) which, as of the date of this press release, have
an aggregate value of approximately CDN$2,570,000 and which, based on the evaluation from
management of the Company, are considered to have a strong competitive advantage, aligned
management, a capital efficient business model, and a resilient balance sheet with strong growth
prospects.
The following is a description by industry sector and market of the Company’s current equities
portfolio:
Company
Industry
Exchange Allocation of
funds
Mining – Gold TSX / NYSE 10%
Mining –
Various
Minerals
TSX / LSE /
ASX / NYSE
5%
Oil and Gas TSX 20%
Oil and Gas –
Royalties
NYSE 20%
Energy
Infrastructure
TSX / NYSE 15%
Gas and
Electricity
TSX / NYSE 15%
Logistics and
Aeronautics
NASDAQ 10%
Consumer
Goods
LSE / NYSE 5%
The Investments were completed without obtaining prior approval from the TSXV. Trading in
the common shares of the Company on the TSXV has been halted, and such halt will remain in
place until the Company has complied with TSXV requirements. No securities of the Company are
contemplated to be issued, and no additional financing is expected to be obtained by the Company, in
connection with the completion of the COB or the Investments.
Principals and Insiders
There will be no changes to the current principals or insiders of the Company following the completion
of the COB. Biographies of the current directors and officers of the Company are included below:
Mark Pajak – Chairman & CEO: Mr. Pajak has been responsible for running a number of public and
private investment vehicles over the past 13+ years. He has been President and CEO of DLC Holdings
Corp., an industrial issuer listed on the TSXV, since 2011 and is a member of its audit committee. Since
2010 Mr. Pajak has also been an executive officer of Craven House Capital Plc., an investment company
listed on the London Stock Exchange and is a member of its audit committee. He successfully led the
company to deliver year-on-year growth in its investment portfolio from an insolvent position in 2010
to over $25 million in assets in 2020, culminating in issuing $20 million in dividends to the company’s
shareholders.
He has overseen investment activity in a wide range of jurisdictions (including North America, the UK
and EU, Central and Southern Africa, China, Brazil and Argentina) and across a range of asset classes
(real estate, agriculture and food processing, manuf acturing, hospitality and insurance) . Prior to this,
Mr. Pajak spent the early part of his professional career in property development and has extensive
experience at both the corporate and operational level – most recently with TaylorWimpey Plc. (a FTSE
100 company) – fulfilling a number of roles including advising on M&A activity in the UK and North
America, bank and private debt financing and analyst and shareholder relations. Mr. Pajak studied at
the University of Oxford in the UK where he obtained both an undergraduate degree in Biological
Sciences and a post-graduate MBA.
Tamra Spink – CFO & Corporate Secretary: Ms. Spink has extensive experience with accounting and
financial functions of both public and private entities; including but not limited to financial system
implementations, financial reporting, as well as GAAP and IFRS compliance. She has served as CFO
of DLC Holdings Corp., listed on the TSXV, since 2019 and as Secretary of Craven House Capital Plc.,
an investment company listed on the London Stock Exchange also since 2019. Prior thereto, Ms. Spink
spent the early part of her professional career in the banking and mortgage industries, later moving into
public sector treasury. She studied at Dickinson College in Carlisle, PA USA where she earned an
undergraduate degree in Economics.
Andrew Haines – Director: Mr. Haines is a founder and partner at Insight Capital Group LLC, a private
investment company based in Virginia USA, where he has helped to successfully manage multiple
strategic business acquisitions and sales. Since 2010, Mr. Haines has served as Chief Operating Officer
of Fiat Insight, overseeing the firm’s custom software development and engineering team. He holds a
B.Phil and M.A. in Philosophy and has pursued additional postgraduate studies in the United States and
in Europe.
Juan Urruela – Director: Mr. Urruela is currently the co-founder and CFO of the private credit provider
Clear River Capital LLC. He previously served as Managing Member of Thomson Group International,
LLC. Mr. Urruela started his career at UBS Investment Bank as a fixed income analyst and held a series
7 and 63 license from 2006 to 2016. He has since structured and executed ~15 QSR acquisitions with
value approaching ~$100 million, including placing ~$70 million of term debt with US-regulated banks.
On the lending side, he has structured private loans cumulatively worth over $10 million in various
jurisdictions. Sample loans include: $1.5 million to Lubex, a South -African lubricant distributor, and
~$5 million in various secured real estate loans to developers in South Florida. He graduated from Colby
College in 2006 with an MS in Physics.
Steven Agnew – Director: Mr. Agnew is a securities lawyer with twenty years of experience focused on
corporate finance, mergers and acquisitions and securities regulation . He is a Partner at Irwin Lowy
LLP, having practiced there since 2014. He regularly represents and advises public companies on a
variety of matters including continuous disclosure and regulatory compliance, corporate finance, and
stock exchange listings. He earned an LLB from the University of Windsor in 2005, and a BA from
Bishop’s University in 2001. Mr. Agnew has also served as a director and/or co rporate secretary for
multiple public companies.
Regulatory Considerations
The COB and the Investments constitute Arm’s Length Transactions (as such term is defined in Policy
1.1 of the TSXV). No Non-Arm’s Length Parties of the Company (as such term is defined in Policy 1.1
of the TSXV) have any direct or indirect interest in , or relationship with any proposed investee
companies, nor are they insiders of any investee companies.
The Company does not intend to seek and obtain shareholder approval for the COB for the following
reasons: (i) neither the COB nor the Investments are Related Party Transactions and no other
circumstances exist which may compromise the independence of the Company; (ii) the Company is
without active operations and is currently listed on NEX; (iii) the Company is not subject to a cease
trade order or otherwise suspended from trading; and (iv) shareholder approval is not required under
applicable securities and corporate laws.
The Company is seeking a sponsorship waiver from the TSXV in connection with the COB.
Adoption of Stock Option Plan
The Company further announces that the board of directors has adopted a stock option plan (the “Stock
Option Plan”).
The Stock Option Plan is a “rolling” plan as the number of common shares reserved for issuance
pursuant to the grant of stock options increases as the Company’s issued and outstanding share capital
increases. At no time will more than 10% of the outstanding common shares be subject to grant under
the Stock Option Plan. If a stock option expires, is exercised or otherwise terminates for any reason, the
number of common shares of the Company in respect of that expired, exercised or terminated stock
option shall again be available for grant for the purpose of the Stock Option Plan.
The Stock Option Plan has been conditionally approved by the TSXV and remains subject to
shareholder ratification at the next annual and special meeting of the shareholders of the Company.
Further details of the Stock Option Plan will be included in the filing statement in respect of the COB
and the management information circular of the Company that will be sent to shareholders and filed on
SEDAR+.
Completion of the COB is subject to a number of conditions, including but not limited to, TSXV
acceptance. There can be no assurance that the COB will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection
with the COB, any information released or received with respect to the COB may not be accurate or
complete and should not be relied upon. Trading in the securities of the Company should be
considered highly speculative.
The TSX V has in no way passed upon the merits of the COB and has neither approved nor
disapproved the contents of this news release.
For Further Information:
Mark Pajak
Chairman, Chief Executive Officer and Director
Tel.: 540 762 2788
Email: [email protected]
Forward-Looking Statements
This press release contains forward-looking statements and forward-looking information (collectively,
"forward-looking statements") within the meaning of applicable securities laws. Any statements that
are contained in this press release that are not statements of historical fact may be deemed to be
forward-looking statements. Forward-looking statements are often identified by terms such as "may",
"should", "anticipate", "will", "estimates", "believes", "intends", "expects" and similar expressions,
which are intended to identify forward -looking statements. More particularly and without limitation,
this press release contains forward -looking statements concerning the Company’s COB and the
Investments, and the Company’s ability to complete the COB and Investments on the terms set out in
this press release.
These forward-looking statements are based on certain assumptions that the Company has made in
respect thereof as at the date of this press release regarding, among other things the continued
evaluation and review of transaction opportunities by the Compan y and, in particular, the COB and
the Company’s ability to complete the COB.
Although the Company believes the expectations and material factors and assumptions reflected in
these forward-looking statements are reasonable as of the date hereof, there can be no assurance that
these expectations, factors and assumptions will prove to be correct. These forward-looking statements
are not guarantees of future performance and are subject to a number of known and unknown risks and
uncertainties including, but not limited to regulatory approvals, changes in general economic,
competitive, business, political and social conditions, including changes in the financial markets; the
impact of competitive entities and pricing; the ability to access various sources of debt and equity
capital on favourable terms; changes in applicable laws and regula tions and costs associated
therewith; actions by governmental or regulatory authorities and costs associated therewit h; and
certain other risks detailed in the Company's continuous disclosure, a copy of which is available on
SEDAR+ at www.sedarplus.ca. Accordingly, readers should not place undue reliance on the forward-
looking statements contained in this press release.
This list of risk factors should not be construed as exhaustive. Readers are cautioned that events or
circumstances could cause results to differ materially from those predicted, forecasted or projected.
The forward-looking statements contained in this document speak only as of the date of this document.
The Company does not undertake any obligation to publicly update or revise any forward -looking
statements or information contained herein, except as required by applicable laws. The forward-looking
statements contained in this document are expressly qualified by this cautionary statement.
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
release.