Pursuant to an agreement dated
Troilus has filed an early warning report today in connection with the execution of an agreement to sell the
Troilus advises that the securities are being acquired for investments purposes. Troilus may, depending on the market and other conditions, increase or decrease its beneficial ownership of Prospector Metals’ securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.
This disclosure is provided pursuant to Multilateral Instrument 62-104, which also requires an early warning report to be filed containing additional information with respect to the foregoing matters. A copy of the early warning report will be available on SEDAR+ under Prospector Metals’ issuer profile at www.sedarplus.ca and may be obtained upon request from Troilus by contacting Troilus at the contact information below. Prospector Metals’ head office is located at Suite 1012 –
Prospector Metals, renowned for its district-scale exploration of gold and base metals, is spearheaded by CEO,
Upon closing of the proposed transaction, Prospector Metals intends to immediately commence exploration at Mike Lake to follow-up on the positive initial exploration work conducted intermittently from the mid-1970s to 2008, which shows promising signs of rich mineralization.
Details of the transaction:
- Troilus has agreed to sell its 100% interest in the Mike
Lake Claims to Prospector Metals for the following consideration:
- Consideration Shares: the issuance to Troilus of such number of Prospector Shares as is equal to 19.9% of the issued and outstanding Prospector Shares immediately following closing of the transaction, at the deemed issue price of
$0.11 per Prospector Share; and - One-Time Milestone Payment: Upon the public announcement by Prospector Metals of a Mineral Resource on the Property (a “Milestone Trigger Event”), Prospector Metals shall, within 30 days of the Milestone Trigger Event, pay Troilus a one-time payment in the amount equal to the Milestone Payment Amount (as described below), in either cash or Prospector Shares (or a combination thereof), at the election of Prospector Metals. Provided that Prospector Metals shall not issue Prospector Shares to Troilus if, after the issuance of such Prospector Shares, Troilus would in the aggregate beneficially own, or exercise control or direction over, 20% or more of the then issued and outstanding Prospector Shares, unless prior shareholder approval is obtained by Prospector Metals in accordance with applicable Securities Laws and the rules or policies of the
TSX Venture Exchange .
- Consideration Shares: the issuance to Troilus of such number of Prospector Shares as is equal to 19.9% of the issued and outstanding Prospector Shares immediately following closing of the transaction, at the deemed issue price of
- The “Milestone Payment Amount” shall be equal to:
- the sum of
$1,000,000 , if the Prospector Metals market capitalization is less than or equal to$20,000,000 ; and - the sum of
$2,000,000 , if the Prospector Metals market capitalization is greater than$20,000,000 .
- the sum of
- The occurrence of a Change of Control of Prospector Metals shall constitute a Milestone Trigger Event (provided the Milestone Payment has not already been paid).
- Prospector Metals assumes underlying royalties on the claims.
- As long as Troilus continues to own 5% of Prospector Metals, it shall have the right to appoint one nominee to the Prospector Metal’s board of directors.
- As long as Troilus continues to own 5% of Prospector Metals, it shall have a participation right to maintain its pro rata equity interest.
Figure 1. Mike Lake Project Claims Map,
About Prospector Metals Corp.
Prospector Metals Corp. is a
Mike Lake Project History
Troilus inherited the Mike Lake claims through the reverse acquisition of
Technical Report Related to the
The latest National Instrument 43-101 technical report related to the Mike Lake properties is titled “Technical Review, Mike
*The board of directors of Prospector has approved the Consolidation of all of Prospector’s outstanding Common Shares on the basis of three (3) pre-Consolidation Common Shares for one post-Consolidation Common Share. Please note that the number of post-consolidation common shares to be issued to Troilus is approximate and may increase or decrease based on the size of the private placement financing currently being completed by Prospector.
Qualified Persons
The technical and scientific information in this press release has been reviewed and approved by
About Troilus
Troilus is a feasibility-stage Canadian mining company focused on the systematic advancement and de-risking of the former gold and copper
For Further Information, Please Contact:
VP Corporate Communications
+1 (647) 276-0050
info@troilusgold.com
Cautionary Note Regarding Forward-Looking Statements and Information
This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable securities laws. Such forward-looking statements include, without limitation, statements regarding the potential impact of the transaction on the company, the timing and likelihood of closing and the receipt of all required approvals. Although the Company believes that such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward-looking statements as a result of various factors and risks, including, uncertainties of the global economy, market fluctuations, the discretion of the Company in respect to the use of proceeds discussed above, any exercise of termination by counterparties under applicable agreements, the Company’s inability to obtain any necessary permits, consents or authorizations required for its activities, to produce minerals from its properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies and other risks identified in its disclosure documents filed at www.sedarplus.ca. This press release is not, and is not to be construed in any way as, an offer or recommendation to buy or sell securities in
Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual events, results and/or developments may differ materially from those in the forward-looking statements. Readers should not place undue reliance on the Company's forward-looking statements. The Company does not undertake to update any forward-looking statement that may be made from time to time by the Company or on its behalf, except in accordance with and as required by applicable securities laws.
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/da11528a-57cb-4abd-a4c6-528c291d98c2
Figure 1
Mike Lake Project Claims Map, Yukon, Canada
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