Jul 19 2017
Troy Energy Corp. (the "Corporation" or "Troy") announces that it has entered into a binding letter agreement with BEC International Corp. ("BEC") in respect of the acquisition of three mining leases situated in the Yellowknife Gold Belt, together with seven mineral claims adjoining and contiguous with such leases.
The leases and claims combined cover an area of approximately 3,231 hectares. The consideration payable for the leases and claims consists of: (i) the issuance of 8,250,000 common shares in the capital of Troy at an ascribed price of $0.05 per share; (ii) cash consideration of $170,000, payable as to $42,500 upon closing of the transaction and a further $42,500 on each of the six (6), twelve (12) and eighteen (18) month anniversaries of the closing date; (iii) a 1.5% net smelter royalty in respect of the leases, with an option to buy out 0.75% of such royalty for $1,500,000; and (iv) a 2.5% net smelter royalty in respect of the claims, with an option to buy out 1.25% of such royalty for $2,500,000.
In addition, the Corporation has also been granted an option by BEC to acquire certain additional mineral properties in Saskatchewan consisting of ten (10) mineral claims in four (4) separate parcels (covering a total of approximately 2,214 hectares in area) for an aggregate purchase price of $100,000, payable via the issuance of an aggregate of 2,000,000 common shares at a price of $0.05 per share. Upon exercise of the foregoing purchase option, a 2.5% net smelter royalty shall be granted to BEC in respect of these properties.
As BEC is controlled by an Insider of the Corporation (by virtue of such Insider holding greater than 10% of the issued and outstanding voting shares of the Corporation), this transaction constitutes a related party transaction under Multilateral Instrument 61-101 - "Protection of Minority Security Holders in Special Transactions". Exemptions are available from the minority shareholder approval and valuation requirements set forth in the foregoing Multilateral Instrument. The transaction is subject to the approval of the NEX.