Trillium Acquisition Announces Option Agreement
Toronto, Ontario CANADA, January 22, 2014 /FSC/ - Trillium North Minerals Ltd. (TNM - TSX Venture),is pleased to announce that 1191557 Ontario Corp. ("Ontario Corp."), a private Ontario Company has executed a letter of intent (the "Agreement") with Metals Creek Resources Corp. ("Metals Creek"), pursuant to which Ontario Corp. has been granted the option (the "Option") to purchase a 100% interest in the 210 claim units recently staked by the Company located in South Western Labrador prospective for Copper/Nickel/PGE mineralization (the "Property").
Under the Agreement, Ontario Corp. will issue to Metals Creek 1,250,000 million common shares of Ontario Corp. (the "Compensation Shares") and reimburse Metals Creek for its staking cost. Metals Creek will also retain a 1% net smelter return (a "NSR") on the Property. Ontario Corp. will have the right to buy back 0.5% of the NSR for $500,000. Upon receipt of the NSR from Ontario Corp. the Company will also grant Ontario Corp. a 1% NSR on the Property and Ontario Corp. will grant to Metals Creek a 1% NSR on certain adjacent mineral claims owned by Ontario Corp. (the "Ontario Corp. Claims"). Ontario Corp. will have the right to buy back 0.5% of the NSR on the Ontario Corp. Claims for $500,000.
Michael Stares is a director of the Company and a controlling shareholder of Ontario Corp., and Alexander Stares, a director of the Company, is Michael Stares' brother. The transaction contemplated by this Agreement is considered a related party transaction as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction exceeds 25% of the Company's market capitalization.
Granting of the Option is subject to the conditional approval of the TSX Venture Exchange.
As disclosed in the December 23, 2013 Trillium news release, subject to regulatory approval, Trillium intends to purchase all of the issued and outstanding shares of Ontario Corp. (the "Trillium Acquisition"). In connection with the Trillium Acquisition, Ontario Corp. will consolidate its outstanding share capital on a 2:5:1 basis and Trillium will consolidate is outstanding share capital on a 10:1 basis. Following the consolidation, Trillium will purchase all of Ontario Corp.'s outstanding shares by issuing 4,500,000 common shares of Trillium at a deemed price of $0.05 per share (based on a fair market value of Ontario Corp. of $226,000) to be allocated among the shareholders of Ontario Corp. on a pro rata basis in proportion to their respective shareholdings in Ontario Corp. Assuming completion of the Trillium Acquisition, the Compensation Shares issued to Metals Creek will be consolidated and Metals Creek will hold 500,000 common shares of Trillium.
The Trillium Acquisition is subject to normal due diligence conditions precedent on behalf of Trillium and the Ontario Shareholders will have the right to participation on Trillium's board of directors.
Completion of the Transaction is subject to a number of conditions, including Exchange acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction.
ON BEHALF OF THE TRILLIUM BOARD OF DIRECTORS
Per:
Elliot Strashin, CEO
NEITHER 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 ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR U.S. UNLESS REGISTERED OR EXEMPT THEREFROM.
To view this press release as a PDF, please click on the following link:
http://www.usetdas.com/pr/trillium01222014.pdf
TRILLIUM NORTH MINERALS LTD
500 - 20 Maud St., TORONTO
Ontario, CANADA M5V 2M5
Telephone: (416) 504-0077
Fax: (416) 504-6019
www.trilliumnorth.com
402 - 905 West Pender Street, VANCOUVER
British Columbia, CANADA V6C 1L6
Telephone: (604) 681-1909
Fax: (604) 689-5930
TSX:V Symbol: TNM
Source: Trillium North Minerals Ltd (TSX-V - TNM) http://www.strashindevelopments.com
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