Company Announces $1 Million Financing
Vancouver, British Columbia--(Newsfile Corp. - June 14, 2017) - Sojourn Ventures Inc. (TSXV: SOJ) ("Sojourn") is pleased to announce that it has entered into option agreements dated June 9, 2017 with Millrock Resources Inc. ("Millrock"), 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. Concurrent with this transaction, Sojourn is also undertaking a private placement to raise $1,000,000 to apply to the exploration of the properties (the "Placement").
Sojourn also announces that it will be proceeding with a 3:1 share consolidation. All share numbers used in this news release give effect to the consolidation.
With this important initial acquisition of property interests, Sojourn is launching a "prospect generator" business model initially focused on securing exploration properties of exceptional merit in the highly-prospective Golden Triangle region of British Columbia. Sojourn aims to provide geological expertise and funding to efficiently build value in these properties, and use joint ventures to build resources through the more-expensive drilling stages.
The initial acquisitions announced today are an important first step in this plan, and in the Company's opinion represent some of the most prospective targets available in this highly prospective region.
Golden Triangle Focus
The Golden Triangle of northern British Columbia continues to be one of the key exploration areas within British Columbia and hosts several significant deposits including: Seabridge Gold's KSM Au-Cu porphyry deposit with total proven and probable reserves of 38.2 million ounces gold and 9.9 billion pounds copper; Barrick Gold's historic Eskay Creek Mine with production of 3 million ounces gold and 160 million ounces silver at an average grade of 48.4 g/t Au and 2,221 g/t Ag; and Pretium Resources' Brucejack epithermal gold deposit with proven and probable reserves of 6.9 million ounces gold.
Investors are cautioned that Sojourn Ventures Inc. has not verified the data from the KSM, Eskay or BruceJack deposits. Further, the presence of mineralization on these three properties is not necessarily indicative of similar mineralization on the Sojourn Ventures Inc. properties.
The Willoughby property lies 25 kilometres east northeast of Stewart and consists of three mineral tenures totaling approximately 1,032 hectares. The property is located in the Stikine terrane, lying within Lower Jurassic Hazelton Group volcaniclastics locally intruded by lower to middle Jurassic monzodiorites to granodiorites.
This property has a long exploration history including two phases of diamond drilling, centred on four distinct zones. Drilling highlights from the 74 surface holes totaling 8,180.8 metres and 30 underground holes totaling 2,383.2 metres include:
- NZ89-06 — 20.5 metres grading 24.99 g/t Au and 184.22 g/t Ag
- NZ89-08 — 7.8 metres grading 1.58 g/t Au and 78.59 g/t Ag
- NZ94-15 — 11.7 metres grading 40.11 g/t Au and 109.71 g/t Ag
- NZ94-27 — 12.2 metres grading 10.94 g/t Au and 27.42 g/t Ag
- NZ95-36 — 2.9 metres grading 383 g/t Au and 213.6 g/t Ag
- NZ96-U2 — 3.5 metres grading 132.0 g/t Au and 2,671.2 g/t Ag
- NZ96-U8 — 1.7 metres grading 2.26 g/t Au and 211.5 g/t Ag
- MZ89-04 — 10.5 metres grading 7.56 g/t Au and 45.9 g/t Ag
- MZ89-02 — 13.5 metres grading 1.76 g/t Au and 3.74 g/t Ag
- MZ95-51 — 5.9 metres grading 16.32 g/t Au and 53.83 g/t Ag
- MZ95-53 — 13.0 metres grading 13.37 g/t Au and 63.43 g/t Ag
WZ89-11 — 25.5 metres grading 2.46 g/t Au and 10.39 g/t Ag
EZ89-13 — 7.5 metres grading 1.47 g/t Au and 1.12 g/t Ag
Fourteen of the surface holes totaling 1708.6 metres were drilled by Bond Gold Canada Inc. in 1989. Selected 1989 results were reported in the Millrock Resources Inc. 10-June-2016 News Release, while all 1989 results can be found in British Columbia Ministry of Energy and Mines Assessment Report 19474. The 1994 through 1996 drilling campaigns were completed by Camnor Resources Ltd.: 17 surface holes totaling 1753.9 metres in 1994; 27 surface holes totaling 3013.5 metres in 1995; and 31 surface holes totaling 3458.7 metres and 30 underground holes totaling 2383.2 metres in 1996. Selected 1994 and 1995 results were reported in the same Millrock Resources Inc. 10-June-2016 News Release. The complete 1994 results can be found in British Columbia Ministry of Energy and Mines Assessment Report 23674. The complete 1995 results can be found in British Columbia Ministry of Energy and Mines Assessment Report 24169. The 1996 results came from an unpublished annual report for Camnor Resources Ltd.
Mineralization consists of pods, lenses and branching bodies of semi-massive to massive pyrite, pyrrhotite, sphalerite, arsenopyrite, chalcopyrite and galena. Gold mineralization is associated with the pyrite, pyrrhotite, galena, bismuth-telluride and silver-telluride. Intense alteration halos consisting of sericitization, chloritization, silicification, pyritization and carbonatization envelope the mineralization.
Subsequent airborne EM surveys highlighted the known mineralization and located similar anomalies under glacial cover that is now receding. Notably, ice cover has been dramatically receding since the last major exploration efforts of the 1990s and, as with other projects in the Golden Triangle, there is the potential for the discovery of new and significant targets as a result of this trend.
The Oweegee property lies 80 kilometres northeast of Stewart and consists of 77 mineral tenures totaling approximately 31,238 hectares. The property is located in the Stikine terrane, lying within the Oweegee Dome of the lower Jurassic Hazelton Group Inlier within the middle Jurassic Bowser Lake group. On-going mapping programs by the British Columbia Geological Survey has zeroed in on the unconformable contact between the Triassic Stuhini Group and the Jurassic Hazelton Group as the key targeting feature for porphyry and related deposits within the Golden Triangle. The Oweegee property lies within this contact zone.
The property has a long exploration history including airborne geophysics, ground sampling and diamond drilling, with the ground surveys and shallow drilling focused on the two-kilometre long A Zone Deltaic Grid porphyry target. Drilling highlights from the 8 surface holes totaling 2,220.5 metres include:
- DDHDC07-03 — 138.67 metres grading 0.189 g/t Au and 0.074% Cu, including
- 17.14 metres grading 0.468 g/t Au and 0.11% Cu and
- 17.08 metres grading 0.140 g/t Au and 0.17% Cu
- DDHDC96-02— 80.1 metres grading 0.248 g/t Au and 941 ppm Cu and
- 24.4 metres grading 0.262 g/t Au and 0.16% Cu
Five surface holes totaling 1195.7 metres were completed by Viceroy Resource Corporation in 1996. The complete 1996 results can be found in British Columbia Ministry of Energy and Mines Assessment Report 24867. The three surface holes totaling 1024.8 metres were completed in 2007 by Weekes Investment Group, a private corporation. The complete 2007 results can be found in British Columbia Ministry of Energy and Mines Assessment Report 30126.
Magnetic surveys indicate mineralization correlates with a large aeromagnetic low, a typical porphyry copper setting.
Several additional airborne geophysical anomalies largely untested to date have been located throughout the large property package.
Investors are cautioned that Sojourn has not verified the historic data from the either the Willoughby or Oweegee projects. The true widths of the Willoughby and Oweegee drill intersections are unknown at this time.
To exercise the options on the two properties, Sojourn must issue the following common shares of Sojourn to Millrock and incur the following expenditures on the two properties:
|Property||Shares Year 1||Work Year 1||Shares Year 2||Work Year 2||Work Year 3|
At the conclusion of the share payments and work commitments, Sojourn will earn a 100% interest subject to certain Net Smelter Return (NSR) royalties. Millrock is entitled to receive NSR royalties of either 1.5% or 2% in respect of the various claims comprising the properties. Certain of the claims have existing royalty obligations in addition to the royalty payable to Millrock.
Investor Rights Agreement
Concurrently with entering into the Option Agreements, Sojourn and Millrock entered into an Investor Rights Agreement which entitles Millrock to participate in future Sojourn Placements to maintain its percentage interest in Sojourn provided it holds 7.5% of Sojourn's issued and outstanding common shares. The Investor Rights Agreement also entitles Millrock to nominate one director to Sojourn's board of directors as long as it continues to hold at least a 7.5% interest in Sojourn.
Millrock has also granted Sojourn a one year right of first refusal over Millrock's Todd Property, located near the Willoughby and Oweegee Properties.
Sojourn is undertaking a non-brokered private placement of units at a price of $0.15 per unit to raise gross proceeds of $1,000,000 (the "Placement"). 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 $0.25 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 (the "TSXV") is equal to or greater than $0.40 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 finder's 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 1 shares (1,800,000 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%.of Sojourn's issued and outstanding shares. On the issuance of the Year 2 shares (2,340,000), 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 25.2% 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 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 and future financings to fund further exploration work on the properties will depend on the results of the Year 1 exploration programs.
Sojourn expects to close the transactions described in this news release on or about July 31, 2017, subject to TSXV approval. Sojourn's shares will remain halted until approval of the transactions by the TSXV.
Sojourn will be consolidating its shares on a 3:1 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.
Interim CEO and President
Sojourn is also announcing the appointment of R. Tim Henneberry, P.Geo. (BC) to the position of CEO on an interim basis.
Mr. Henneberry is a Professional Geoscientist registered in British Columbia with over 37 years experience in both exploration and production and public company senior management. He has extensive experience in mineral exploration and development for precious and base metals and industrial minerals. He has worked in western and northern Canada, southwestern United States, Africa and South America.
Mr. Henneberry was a founding Director, President and Chief Executive Officer of Appleton Exploration Inc. from 2006 to 2011 and founding Director, President and Chief Executive Officer of Indigo Exploration Inc. from 2009 to 2011, raising in excess of $11 million dollars for the two companies. He is currently a Director of Broadway Gold Mining Ltd. and Quadro Resources Ltd. He sits on the advisory boards of Anfield Resources Ltd., Canadian Zeolite Corp. and Tasca Resources Ltd.
Sojourn would like to acknowledge the contributions to the Company of the out-going CEO, Joel Dumaresq, and thanks Mr. Dumaresq for his service to the Company and its shareholders.
R. Tim Henneberry, P.Geo., Interim President, CEO and Director of Sojourn Ventures Inc. and a Qualified Person as defined by NI 43-101, has reviewed and approved the technical information contained in this news release.
On behalf of the Board of Directors,
"Tim Henneberry "
Tim Henneberry, Interim Chief Executive Officer and President and Director
For further information please contact: Tim Henneberry Telephone: (250) 743-8228 Email: email@example.com
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.