Sojourn Exploration Inc. (formerly, Sojourn Ventures Inc.) (the “Company” or “Sojourn“) is pleased to announce that it has completed the issuance of the initial tranche of 1.8 million shares (the “Year 1 Shares“) to Millrock Resources Inc. (“Millrock“) under the option agreements (“Option Agreements“) between the Company and Millrock dated June 9, 2017 entitling Sojourn to earn a 100% interest in Millrock’s Oweegee and Willoughby properties, each located in the “Golden Triangle” northeast of the town of Stewart, British Columbia, as previously announced in the Company’s news releases of June 14, 2017 and August 4, 2017. Sojourn also completed its previously-announced name change, 3:1 share consolidation, and concurrent private placement (the “Private Placement“) for aggregate gross proceeds of $1,113,429.90.
The closing of the transactions announced today are an important step in the Company’s plan to secure exploration properties of exceptional merit in the Golden Triangle district of British Columbia; in the Company’s opinion the properties secured today represent some of the most prospective targets available in this prolific region.
The Private Placement was completed on a post-consolidation basis, and in the Private Placement the Company issued 7,422,866 units at a price of $0.15 per unit. Each unit is comprised of one common share of the Company (each a “Share“) and one share purchase warrant (each a “Warrant“, and together, a “Unit“). Each Warrant entitles its holder to acquire one additional Share at a price of $0.25 per Share within the 24-month period following the closing of the Private Placement, subject to the acceleration right described below. Immediately after the share consolidation, but before the Private Placement and the issuance of the Year 1 Shares, the Company had 5,022,512 Shares issued and outstanding. Taking into account the Private Placement and the 1.8 million Year 1 Shares issued to Millrock, the Company now has a total of 14,245,381 Shares issued and outstanding. Insider participation in the Private Placement totaled $100,500.
Effect of the Option Agreements and Placement
Now that the issuance of the Year 1 Shares (1,800,000 Shares) under the Option Agreements has been completed, Millrock holds 12.6% of Sojourn’s issued and outstanding shares. On the issuance of the Year 2 shares (2,340,000 Shares) under the Option Agreements, Sojourn will have 15,829,182 Shares issued and outstanding, assuming no other share issuances by Sojourn. Millrock will then hold 4,140,000 shares, which will represent approximately 25.0% of Sojourn’s then outstanding shares. However, it is anticipated that prior to issuance of shares in the second year of the Option Agreements, Sojourn will issue additional shares to finance ongoing work programs which will result in Millrock holding under 20% of Sojourn’s common shares on the issuance of the Year 2 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 2 and Year 3 of the Option Agreements and future financings to fund further exploration work on the properties will depend on the results of the Year 1 exploration programs.
For additional details on the Option Agreements, please refer to the Company’s news release of June 14, 2017.
Additional Details Regarding the Private Placement
The net proceeds of the Private Placement will be used for exploration work on the Willoughby and Oweegee properties and for general administrative purposes.
Sojourn may accelerate the expiry date of the Warrants if the closing price of its common shares on the TSX Venture Exchange (the “TSXV”) is equal to or greater than $0.40 per share for a period of 10 consecutive trading days.
In connection with the closing of the Private Placement, the Company paid certain finder’s fees totaling $67,211.99. The Company also issued to certain finders non-transferable warrants to acquire 448,079 Shares from treasury at a price of $0.25 per warrant, exercisable at any time within the 24-month period following the closing date.
Shares sold pursuant to the Placement will be subject to a four month resale hold under applicable Canadian securities laws.
As insiders of Sojourn participated in this private Placement, it is deemed to be a “related party transaction” as defined under Multilateral Instrument 61-101—Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
Tim Henneberry, a director and officer of the Company, subscribed for 170,000 Units having a subscription price of $25,500. Following the closing of the Private Placement, Mr. Henneberry will beneficially own or control 203,333 Shares, representing approximately 1.43% of the issued and outstanding Shares on an undiluted basis. Brien Lundin, a director of the Company, subscribed for 350,000 Units having a subscription price of $52,500. Following the closing of the Private Placement, Mr. Lundin will beneficially own or control 612,000 Shares, representing approximately 4.30% of the issued and outstanding Shares on an undiluted basis. Joel Dumaresq, a director of the Company, subscribed for 100,000 Units having a subscription price of $15,000. Following the closing of the Private Placement, Mr. Dumaresq will beneficially own or control 211,333 Shares, representing approximately 1.48% of the issued and outstanding Shares on an undiluted basis. Don Lay, a director of the Company, subscribed for 50,000 Units having a subscription price of $7,500. Following the closing of the Private Placement, Mr. Lay will beneficially own or control 183,333 Shares, representing approximately 1.29% of the issued and outstanding Shares on an undiluted basis. Tanun Holdings Ltd., a company controlled by the spouse of John Meekison, a director and officer of the Company, subscribed for 100,000 Units.
Each common share of the Company provides the holder with the right to one vote per common share. The Warrants do not entitle the holders to any voting rights. Therefore, all Warrants subscribed for pursuant to this Private Placement provide the subscriber, including the related parties, with no additional votes at present but the holders thereof will have one vote per common share if and when issued upon the exercise of the Warrants. The Private Placement was unanimously approved by the directors of the Company.
Other than the subscription agreements between the aforementioned insiders and the Company relating to the issuance of the Units pursuant to the Private Placement, the Company has not entered into any agreement with an interested party or a joint actor with an interested party in connection with the Private Placement. Neither the Company, nor to the knowledge of the Company after reasonable inquiry, a related party, has knowledge of any material information concerning the Company or its securities that has not been generally disclosed.
The Private Placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(c) and 5.7(1)(b)) as it was a distribution of securities for cash and neither the fair market value of the Shares distributed to, nor the consideration received from, interested parties exceeded $2,500,000. The material change report in connection with the Private Placement was not filed 21 days in advance of the closing of the Private Placement for the purposes of Section 5.2(2) of MI 61-101 on the basis that the subscriptions under the Private Placement were not available to the Company until shortly before the closing.
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.