Vancouver, British Columbia - February 2, 2018 (Newsfile Corp.) (Investorideas.com Newswire) Sojourn Exploration Inc. (TSXV: SOJ) (OTC Pink: SJRNF) ("Sojourn" or the "Company") has joined forces and properties with Seven Devils Exploration Ltd. ("Seven Devils"), a private mineral exploration company owned by a renowned exploration team with a track record of discovery and a portfolio of exciting, early stage porphyry copper-gold projects. The resulting company will focus on becoming the pre-eminent North American project generator, with an initial focus on British Columbia and the Company's highly prospective Golden Triangle properties.
Seven Devils President Tyler Ruks stated: "At Seven Devils we have assembled a top notch team whose track record of discovery has resulted in exceptional returns for shareholders. The group has a long and successful history as project generators, having recently explored with some of the top names in mining including Freeport McMoRan, Robert Friedland, ITOCHU and Antofagasta. Sojourn, in working with Millrock, has assembled a large and prospective land position in the Golden Triangle, long recognized as one of North America's premier base and precious metals districts. This combined package, along with our team's unrivaled knowledge of Golden Triangle geology and exploration potential, provides us with a unique advantage on the road to discovery. We are delighted to be joining forces with Millrock and Sojourn, and in doing so, forming the next big name in mineral exploration."
Sojourn has entered into a non-binding letter of intent dated January 31, 2018 with Seven Devils for the proposed acquisition by Sojourn of Seven Devils' Oxide Peak, Eagle, Rip and Teeta Creek properties (the "Seven Devils Properties") in consideration for the issuance to Seven Devils of 9,623,417 Sojourn common shares. Under the terms of the proposed transaction, Seven Devils will retain a 2% net smelter return royalty (an "NSR") in respect of the Seven Devils Properties. Sojourn may at any time purchase half of the NSR for any property (giving it a 1% NSR) for payment of $1 million.
The letter of intent contemplates a 60 day exclusivity period for the parties to conduct due diligence and to negotiate a binding definitive agreement (the "Definitive Agreement") containing the terms of the proposed transaction. The Definitive Agreement will contain representations and warranties for the benefit of each of the parties, conditions relating to regulatory and shareholder approvals, material adverse changes and compliance with the Definitive Agreement as are in each case customary in comparable transactions of this nature. The Definitive Agreement will be subject to approval by the board of directors of each party.
Only the Eagle Property and Teeta Creek Property are presently considered by Sojourn to be material. Geological reports compliant with the requirements of NI 43-101 have been prepared and will be submitted to the TSX Venture Exchange in connection with its review and approval of the transactions contemplated by the Definitive Agreement.
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.
Upon completion of this agreement, Sojourn will be one of the largest landholders in the Golden Triangle district, replete with a portfolio of compelling exploration stage precious and base metal projects in proximity to one of Canada's newest mines, Pretium Resources' Brucejack operation.
Seven Devils Properties and Team
The Seven Devils properties give Sojourn exposure to three of B.C.'s most productive belts for porphyry copper-gold exploration, the Toodoggone District (Oxide Peak), the northern Quesnel Trough (Eagle), and the Late Cretaceous Bulkley intrusions of the Skeena Arch (Rip), as well as a newly discovered Miocene porphyry belt in Northern Vancouver Island (Teeta Creek).
Seven Devils has assembled an experienced, award-winning technical team with a strong background in regional tectonics and metallogeny of the northern Cordillera, and a history of success as both prospect generators and mine finders. The Seven Devils team will serve as incoming management for Sojourn, and includes Chief Executive Officer Dr. Tyler Ruks, Chief Operating Officer Nigel Luckman, Vice President Exploration and former B.C. Geological Survey District Geologist for northern B.C., Jeff Kyba.
Seven Devils will also provide an incoming technical advisory group for Sojourn including renowned Cordilleran geology expert, former BC Geological Survey geologist, and AME award winner JoAnne Nelson, seasoned exploration professional and mine finder, John Bradford, and David Broughton. Broughton, while with Ivanhoe, was co-leader of the Kamoa exploration team that was the 2015 recipient of the PDAC's prestigious Thayer Lindsley Award for International Mineral Discovery. Broughton was also honoured in 2016 as co-recipient of AME BC's 2016 Colin Spence Award for Excellence in Mineral Exploration for the discovery of Flatreef deposit.
The obligation of Seven Devils to complete the proposed transaction will be subject to the condition (for Seven Devils' exclusive benefit) of the following changes to Sojourn's existing agreements with Millrock in form and substance acceptable to Seven Devils acting reasonably, concurrently or at closing (collectively the "Millrock Amendments"):
(a) The existing option agreements between Millrock and Sojourn respecting Millrock's Oweegee and Willoughby properties (the "Millrock Options") will be terminated. Sojourn will not make any further payments to Millrock (in cash, shares or otherwise) pursuant to the Millrock Options.
(b) Concurrently with the termination of the Millrock Options, Millrock and Sojourn will enter into a property purchase agreement (the "Millrock PPA") pursuant to which Sojourn will acquire Millrock's Oweegee, Willoughby and Todd Creek properties (the "Millrock Properties") in consideration for the issuance of 7,823,417 Sojourn common shares (the "Millrock Payment Shares"). The 1,800,000 Sojourn common shares previously issued to Millrock pursuant to the Millrock Options will be retained by Millrock, and will not comprise part of the Millrock Payment Shares.
(c) The Millrock PPA will further provide that Sojourn will pay Millrock $250,000 as reimbursement for project costs incurred in 2017.
(d) The Millrock PPA will further provide for the modification of Millrock's NSR interests on the Millrock Properties so as not to affect Sojourn's ability to attract funding partners, such modifications to be acceptable to Sojourn and Seven Devils, acting reasonably. These modifications will include a royalty buyback provision on the Oweegee and Willoughby properties such that Sojourn can purchase 1% of the NSR payable to Millrock for $1 million.
(e) Those tenures comprising the Todd Creek property which are not associated with existing NSR agreements will be subject to a 2% NSR payable to Millrock. Those tenures comprising the Todd Creek property which are associated with existing NSR agreements will be subject to a 1.5% NSR payable to Millrock. In each case, Sojourn can purchase 1% of the NSR payable to Millrock for $1 million.
Sojourn has discussed the Millrock Amendments with Millrock and expects that it will be able to reach a binding agreement with Millrock respecting the Millrock Amendments, but no such agreement presently exists.
Closing of the proposed transaction is subject, among other things, to completion of a private placement by Sojourn, the terms and pricing of which have yet to be determined, completion of the Millrock Amendments; completion of the Management Changes; receipt of any required shareholder approvals, from Sojourn's shareholders; and receipt of all required regulatory, stock exchange, creditor, court and security holder approvals; consents, waivers exemptions and orders.
Concurrently with the closing of the proposed transaction, Sojourn's board will be reconstituted to comprise five directors, being Tyler Ruks, David Broughton, Gregory Beischer, John Meekison and Donald Lay. In addition, Sojourn's CEO will resign and be replaced by Tyler Ruks (the "Management Changes").
For further information please contact: Tim Henneberry, CEO at +1.250.743.8228
Investors are cautioned that Sojourn Exploration 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 Exploration Inc. properties.
This news release contains statements about Sojourn's expectations regarding the proposed transaction 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 inability of Sojourn and Seven Devils to agree upon the terms of the Definitive Agreement, or Sojourn and Millrock not reaching agreement on the Millrock Amendments. 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.
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