Sojourn is undertaking a non-brokered private placement of units at a price of 15 cents per unit to raise gross proceeds of $1-million. Each unit will consist of one common share and one share purchase warrant entitling the holder to acquire an additional share for a price of 25 cents per share for a period of two years from closing, Sojourn may accelerate the expiry date of the warrants if the closing price of its common shares on the TSX Venture Exchange is equal to or greater than 40 cents per share for a period of 10 consecutive trading days.
Sojourn intends to use the proceeds of the placement for exploration work on the Willoughby and Oweegee properties, and for general administrative purposes. Sojourn may pay finders’ fees to arm’s-length finders in connection with the placement.
Shares sold pursuant to the placement will be subject to a four-month resale hold under applicable Canadian securities laws.
Effect of the option agreements and placement
On the issuance of the year one shares (1.8 million shares) under the option agreements and after the closing of the placement (6,666,666 shares), Sojourn will have 13,489,182 shares issued and outstanding, and Millrock will hold 13.3 per cent of Sojourn’s issued and outstanding shares. On the issuance of the year two shares (2.34 million), Sojourn will have 15,829,182 shares issued and outstanding, assuming no other share issuances by Sojourn. Millrock will then hold 4.14 million shares, which will represent approximately 25.2 per cent of Sojourn’s then outstanding shares. However, it is anticipated that prior to exercising the second year of the option, Sojourn will issue additional shares to finance continuing work programs which will result in Millrock holding under 20 per cent of Sojourn’s common shares on the issuance of the year two shares. The number of shares issued in such financings and the pricing has yet to be determined, and Sojourn’s decision to proceed with year two and year three of the option and future financings to finance further exploration work on the properties will depend on the results of the year one exploration programs.
Sojourn expects to close the transactions described in this news release on or about July 31, 2017, subject to TSX Venture Exchange approval. Sojourn’s shares will remain halted until approval of the transactions by the TSX-V.
Sojourn will be consolidating its shares on a 1:3 basis. As of the date hereof, Sojourn has 15,067,546 common shares issued and outstanding, which will be reduced to 5,022,515 common shares after giving effect to the consolidation.
On behalf of the Board of Directors,
Tim Henneberry, Interim Chief Executive Officer and President and Director
For further information please contact:
Telephone: (250) 743-8228
R. Tim Henneberry, P.Geo., Interim President, CEO and Director of Sojourn Exploration Inc. and a Qualified Person as defined by NI 43-101, has reviewed and approved the technical information contained in this news release.
This news release contains statements about Sojourn’s expectations regarding the Option Agreements, Placement and potential future financing of Sojourn that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although Sojourn believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include the results of Sojourn’s Year 1 exploration activities on the Oweegee and Willoughby Properties. The forward-looking statements contained in this news release are made as of the date hereof, and Sojourn undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.
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.