THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES SOJOURN EXPLORATION INC.
Sojourn Exploration Inc. (“Sojourn”) is pleased to announce it has entered into mineral property purchase agreements with Seven Devils Exploration Ltd. (“Seven Devils”) for Seven Devils’ Oxide Peak, Eagle, Rip and Teeta Creek properties (the “Seven Devils Agreement”), and with Millrock Resources Inc. (“Millrock”) for Millrock’s Willoughby, Oweegee, and Todd Creek properties (the “Millrock Agreement”) (collectively, the “Properties”). Concurrent with these transactions, Sojourn is also undertaking a private placement to raise aggregate gross proceeds of up to $2,800,000 (the “Placement”) to fund early stage exploration of the Properties. Upon completion of these transactions, Seven Devils’ top-tier exploration team will form the management core of the new Sojourn.
Following the acquisitions and financing, Sojourn’s plan is to become a pre-eminent North American project generator, with an initial focus on British Columbia and its highly prospective Golden Triangle properties. Sojourn believes the Properties represent some of the most prospective targets available in this renowned mining district. Sojourn will provide geological expertise and funding to efficiently build value in the Properties, and with the creation of the new management team, it is one step closer to realizing its plan.
Golden Triangle Focus
The Golden Triangle of northern British Columbia continues to be one of the key exploration areas within British Columbia and hosts several significant deposits including: Seabridge Gold’s KSM Au-Cu porphyry deposit with total proven and probable reserves of 38.2 million ounces gold and 9.9 billion pounds copper; Barrick Gold’s historic Eskay Creek Mine with production of 3 million ounces gold and 160 million ounces silver at an average grade of 48.4 g/t Au and 2,221 g/t Ag; and Pretium Resources’ BruceJack epithermal gold deposit with proven and probable reserves of 6.9 million ounces gold.
Investors are cautioned that Sojourn Exploration Inc. has not verified the data from the KSM, Eskay or BruceJack deposits. Further, the presence of mineralization on these three properties is not necessarily indicative of similar mineralization on the Sojourn Ventures Inc. properties.
Property Purchase Agreements
Seven Devils Agreement
Sojourn has entered into a mineral property purchase agreement dated August 8, 2018 with Seven Devils for the Oxide Peak, Eagle, Rip and Teeta Creek properties (the “Seven Devils Properties”) in consideration for the issuance to Seven Devils of 9,623,417 Sojourn common shares. Seven Devils will retain a 2% net smelter return royalty (an “NSR”) in respect of the Seven Devils Properties. Sojourn may at any time purchase half of the NSR for any property (giving it a 1% NSR) for payment of $1 million.
The Seven Devils Properties give Sojourn exposure to three of B.C.’s most productive belts for porphyry copper-gold exploration, the Toodoggone District (Oxide Peak), the northern Quesnel Trough (Eagle), and the Late Cretaceous Bulkley intrusions of the Skeena Arch (Rip), as well as a newly discovered Miocene porphyry belt in Northern Vancouver Island (Teeta Creek). Only the Eagle Property and Teeta Creek Property are presently considered by Sojourn to be material.
Sojourn has entered into a mineral property purchase agreement dated August 8, 2018 with Millrock for the Willoughby, Oweegee, and Todd Creek properties located within the Golden Triangle. The existing option agreements between Millrock and Sojourn respecting Millrock’s Oweegee and Willoughby properties (the “Millrock Option Agreements”) will be terminated. Sojourn will not make any further payments to Millrock (in cash, shares or otherwise) pursuant to the Millrock Option Agreements.
Pursuant to the Millrock Agreement, Sojourn will acquire Millrock’s Oweegee, Willoughby and Todd Creek properties (the “Millrock Properties”) in consideration for the issuance of 7,823,417 Sojourn common shares. The 1,800,000 Sojourn common shares previously issued to Millrock pursuant to the Millrock Option Agreements will be retained by Millrock and will not comprise part of the Millrock Agreement. The Millrock Agreement provides that Sojourn will pay Millrock $250,000 as reimbursement for project costs incurred in 2017. Millrock will retain a 2% NSR in respect of each of the Millrock Properties (the “Millrock Royalty”) except those properties which are subject to certain underlying royalties (the “Underlying Royalties”), in respect of which Millrock shall retain only a 1.5% NSR. Sojourn may at any time purchase half of the Millrock Royalty (1%) applicable to any Millrock Property where Millrock has a 2% royalty for payment of $1 million. On properties where Millrock has a 1.5% NSR, Sojourn can buy one-third of such royalty (0.5%) for a payment of $1 million. In each case Millrock will retain the remaining 1% NSR with no buyout provision. All of the Underlying Royalties (with the exception of the Teuton Royalty which applies to a small portion of the Todd property) may be eliminated by paying to the underlying owners certain cash payments. The result is that the maximum royalty burden to Sojourn (after buy outs and excepting the Teuton Royalty) is 1.0% NSR. Please refer to Schedule “A” to the Millrock Agreement filed under Sojourn’s profile at www.sedar.com for additional information respecting the Underlying Royalties and the terms on which they can be reduced by Sojourn.
Sojourn is concurrently undertaking a non-brokered private placement of units at a price of $0.10 per unit to raise aggregate gross proceeds of up to $2,800,000. Each unit consists of one common share and one share purchase warrant entitling the holder to acquire an additional share for a price of $0.15 per share for a period of three years from closing. If the Placement is fully subscribed, up to 28,000,000 units may be issued in the Placement. Sojourn may pay finder’s fees to arm’s length finders in connection with the Placement.
Sojourn intends to use the net proceeds of the Placement for early stage exploration of the Millrock and Seven Devils Properties, business development to attract joint venture partners, general administrative purposes, and for working capital. Approximately $600,000 of the net proceeds has been allocated to the exploration of the Oweegee Property of which approximately $400,000 will be spent on the Oweegee Property by November, 2018 to maintain this property in good standing; approximately $400,000 of the net proceeds has been allocated to the exploration of the Teeta Creek and Eagle projects; and approximately $500,000 of the net proceeds has been designated for potential acquisition and exploration of additional copper, gold and silver prospects. The remaining net proceeds will be used for general and administrative purposes.
Sojourn intends to close an initial tranche of the Placement prior to the closing of the Property Purchase Agreements to ensure that these expenditures are incurred by this deadline. These expenditures would be required to be made by this deadline under Sojourn’s existing Oweegee option agreement with Millrock, which will be terminated on the closing of the Millrock property purchase agreement.
Shares sold pursuant to the Placement will be subject to a four month resale hold under applicable Canadian securities laws.
Subject to receipt of TSXV approval, Sojourn expects to complete the closing of the Placement and the acquisitions of the Millrock and Seven Devils properties prior to the end of August 2018. The Placement may close in several tranches. After the closing of the Placement, the Seven Devils Agreement and the Millrock Agreement, Sojourn will have up to 59,692,212 shares issued and outstanding, assuming the Placement is fully subscribed.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 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 (as defined in Regulation S under the 1933 Act) absent such registration or an applicable exemption from such registration requirements.
New Management Team and Board
Seven Devils has assembled an experienced, award-winning technical team with a strong background in regional tectonics and metallogeny of the northern Cordillera, and a history of success as both prospect generators and mine finders. The Seven Devils team will fill the following management positions for Sojourn: Chief Executive Officer Dr. Tyler Ruks; Chief Operating Officer, Nigel Luckman; and Vice President Exploration, Jeff Kyba.
Seven Devils will also provide an incoming technical advisory group for Sojourn including renowned Cordilleran geology expert, former BC Geological Survey geologist, and AME award winner JoAnne Nelson, seasoned exploration professional and mine finder, John Bradford, and David Broughton. Broughton, while with Ivanhoe, was co-leader of the Kamoa exploration team that was the 2015 recipient of the PDAC’s prestigious Thayer Lindsley Award for International Mineral Discovery. Broughton was also honoured in 2016 as co-recipient of AME BC’s 2016 Colin Spence Award for Excellence in Mineral Exploration for the discovery of Flatreef deposit.
Concurrently with the closing of the proposed transactions, Sojourn’s board will be reconstituted to comprise five directors, being the new Sojourn CEO Tyler Ruks, David Broughton, Gregory Beischer, John Meekison and Joel Dumaresq.
On behalf of the Board of Directors,
“Tim Henneberry “
Tim Henneberry, Interim Chief Executive Officer and President and Director
For further information please contact:
Telephone: (250) 743-8228
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 accuracy or adequacy of this release.
Tim Henneberry, a “qualified person” as such term is defined under National Instrument 43-101 of the Canadian Securities Administrators, has reviewed and approved the contents of this news release. Mr. Henneberry is the Interim Chief Executive Officer, President and a Director of Sojourn.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS: This news release contains forward-looking statements or forward-looking information (forward-looking statements). These statements can be identified by expressions of belief, expectation or intention, as well as those statements that are not historical fact. Forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements contained in this press release are based on our current estimates, expectations and projections, which the company believes are reasonable as of the current date. Actual results could differ materially from those anticipated or implied in the forward-looking statements and as a result undue reliance should not be placed on forward-looking information.