CHXMF - Troilus Announces Agreement for Strategic Sale of Non-Core Mike Lake Properties in Yukon to Prospector Metals; Retains ~20% Ownership Interest | Benzinga
MONTREAL, Jan. 03, 2024 (GLOBE NEWSWIRE) -- Troilus Gold Corp. (TSX:TLG, OTCQX:CHXMF, FSE: CM5R)) ("Troilus" or the "Company") announces it has entered into an agreement for the strategic divestiture of its non-core Mike Lake properties ("Mike Lake" or "Mike Lake Project") in Yukon, Canada, to Prospector Metals Corp. ("Prospector Metals"). This transaction will streamline Troilus' portfolio of properties, allowing it to focus entirely on the development of its flagship Troilus Gold Project in Quebec, while maintaining a stake in the potential success of Mike Lake under Prospector Metal's experienced leadership.
Pursuant to an agreement dated December 29, 2023, Prospector Metals has agreed to acquire the Mike Lake Project from Troilus for share consideration equal to 19.9% of Prospector Metals, in addition to a milestone payment, as detailed below. At closing, it is expected that Prospector Metals will issue to Troilus 8,638,433 post-consolidation common shares* ("Prospector Shares") at a deemed price of $0.11 per Prospector Share, under the terms of the agreement.
Troilus has filed an early warning report today in connection with the execution of an agreement to sell the Mike Lake Project to Prospector Metals and the acquisition of the Prospector Shares issuable on closing of the proposed transaction. Prospector Shares are listed for trading on the TSX Venture Exchange. Troilus does not currently own any Prospector Metals shares.
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 – 1030 West Georgia St., Vancouver, BC V6E 2Y3, Tel: 1-604-354-2491, email: info@prospectormetalscorp.com. Troilus' head office is located at 715 Square Victoria, Suite 705, Montreal, QC H2Y 2H7.
Prospector Metals, renowned for its district-scale exploration of gold and base metals, is spearheaded by CEO, Rob Carpenter. Mr. Carpenter has a successful track-record in the Yukon, demonstrated by his tenure as President and CEO of Kaminak Gold Corporation from 2005 to 2013 where he led the company through the acquisition, discovery and maiden resource of the 5-million-ounce Coffee Gold Project, located approximately 250 kilometres south-west of the Mike Lake claims. Kaminak Gold was subsequently acquired by Goldcorp Inc. in 2016 for $520 million.
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 ...