Grenville Strategic Royalty Corp.
TSX VENTURE : GRC

Grenville Strategic Royalty Corp.

February 20, 2014 14:44 ET

Grenville Strategic Royalty Corp. and Troon Ventures Ltd. Complete Business Combination

TORONTO, ONTARIO--(Marketwired - Feb. 20, 2014) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Grenville Strategic Royalty Corp. (TSX VENTURE:GRC), formerly Troon Ventures Ltd. ("Grenville" or the "Company"), is pleased to announce that it has completed its previously announced business combination with Grenville Corporation (formerly Grenville Strategic Royalty Corp.) (the "Transaction"). The Company's common shares are expected to commence trading on the TSX Venture Exchange (the "Exchange") under the symbol "GRC" as of the opening of trading on or about February 21, 2014.

Summary of the Transaction

Under the terms of the Transaction, shareholders of the Company received 0.69 of a common share and 0.34 of a transferable share purchase warrant (the "Warrants") for each common share of the Company held by them immediately prior to the completion of the Transaction, while shareholders of Grenville Corporation received one common share of the Company for each common share of Grenville Corporation held by them.

Each whole Warrant is exercisable into common shares of the Company at an exercise price of $0.42 per common share until February 19, 2016. The Warrants are expected to commence trading on the Exchange under the symbol "GRC.W" as of the opening of trading on or about February 21, 2014.

All outstanding stock options of the Company (880,000) were exchanged for new stock options of the Company based on the exchange ratio described above. Each holder of Company options also received an additional stock option exercisable until February 19, 2016 at an exercise price of $0.42 per common share in order to reflect similar terms for optionees as were offered to shareholders of the Company through the Warrants. The 357,143 outstanding stock options of Grenville Corporation were exchanged for stock options of the Company at the same exercise price, being $0.028 per share, and on the same terms as the Grenville Corporation stock options.

"The boards of both companies completed this transaction on time and within established budgets with the support of the overwhelming majority of the shareholders of both Troon and Grenville," stated William R. Tharp, Chief Executive Officer of the Company. "With the combined capital, management and board skills of the new company now firmly in place, we believe that we have created a strong foundation for Grenville to continue to execute its business plan and create value for its shareholders."

The board of directors of the Company is comprised of Mr. Tharp, Steven Parry, acting as Chairman, Paul De Luca and former Troon directors Catherine McLeod-Seltzer and Andrea Zaradic, who was also Troon's former CEO.

As of the date hereof, the Company has 39,269,856 common shares outstanding on a non-fully diluted basis and 50,197,683 common shares outstanding on a fully diluted basis.

This press release does not constitute an offer to sell or the solicitation of any offer to buy any securities in the United States, in any province or territory of Canada or in any other jurisdiction.

About Grenville Strategic Royalty Corp.

Grenville is a Toronto-based company that was formed to purchase royalties in the revenue stream generated by growing industrial and technology businesses. Grenville has identified a large and underserviced finance market for companies generating up to $50 million in revenue, many of which are well managed and generating improving cash flow, but face difficult financing hurdles from traditional debt and equity markets. The non-dilutive royalty financing structure offered by Grenville can bridge the financing needs of these companies until traditional debt and equity is available to them on more attractive commercial terms. The application of Grenville's royalty financing structure into sectors not traditionally serviced by royalty companies represents a new and innovative financing model that has already attracted a considerable number of opportunities with attractive potential returns.

Forward-Looking Statements

Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "expects" or "it is expected", or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Grenville to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including the risks disclosed in the joint management information circular of Troon Ventures Ltd. and Grenville Strategic Royalty Corp. in respect of the Transaction. Although management of Grenville has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward looking information. Grenville does not undertake to update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

TSX Venture Exchange has in no way passed upon the merits of the Transaction. 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 release.

Contact Information

  • Grenville Strategic Royalty Corp.
    William R. Tharp
    President and Chief Executive Officer
    (416) 777-0383