Stria Capital Inc.

Stria Capital Inc.

October 28, 2013 16:29 ET

Stria Capital Inc. Provides an Update on its Qualifying Transaction and Private Placement

OTTAWA, ONTARIO--(Marketwired - Oct. 28, 2013) - Stria Capital Inc. ("Stria" or the "Company"), a Capital Pool Company ("CPC") trading on the TSX Venture Exchange ("TSX-V" or the "Exchange") (TSX VENTURE:SRA.P), wishes to provide an update on its previously announced Qualifying Transaction (see news release dated April 12, 2013 available at Stria is pleased to announce that it has received conditional approval from the Exchange on the acquisition of the Pontax-Lithium property (the "Property"). Stria entered into a letter agreement dated April 5, 2013 (the "Agreement") with Khalkos Exploration Inc. ("Khalkos") (TSX VENTURE:KAS), pursuant to which Stria will acquire from Khalkos all of its rights, title and interest in the Property.

This acquisition constitutes Stria's "Qualifying Transaction" in accordance with Policy 2.4 of the Exchange ("Policy 2.4"). Stria and Khalkos are dealing at arm's length and accordingly, the Qualifying Transaction is not a "Non-Arm's Length Qualifying Transaction" within the meaning of Policy 2.4 and upon completion of the Qualifying Transaction, Stria will be listed on the Exchange as a Tier 2 mining issuer.

The Pontax-Lithium Property

The Property comprises a group of 70 contiguous map-designated mining claims (total area: 3,718.84 ha) located north of the Rupert River and south of Eastmain River in western James Bay Territory, Northern Québec. Twelve (12) of the original 82 claims located in the south-west corner of the Property were not renewed and allowed to lapse in July 2013. These claims were too distant from other claims with available and/or excess banked credits that could have been applied for their renewal. These cells are not material to the project, and their lapse does not modify the potential or value of the Property. The Pontax-Lithium property straddles the junction between 1:50,000 scale NTS sheets 32N-14 (Lac Chambois) and 32N-15 (Lac Mirabelli). The Property is host to a recently discovered swarm of a dozen spodumene (a lithium mineral) bearing pegmatite dykes, each 1 to 10 m in thickness plus a series of small centimetre thick dykelets. The lithium bearing dykes outcrop over an area of 450 m by 100 m. Additional details on the Property are available in Stria's news release dated April 12, 2013 (available at ).

Stria mandated Mr. Réjean Girard, P. Geo (Québec), President of IOS Services Geoscientifiques ("IOS") of Saguenay, Québec, a qualified person within the meaning of National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"), to prepare a NI 43-101 compliant technical report on the Property (the "Report"). The Report has been finalized and approved by the Exchange and will be filed on SEDAR concurrently with the filing statement.

Terms and conditions of the Agreement

The transaction is subject to the approval of the Exchange and to other standard closing conditions, including satisfactory due diligence review of the Property by Stria, approval of the transaction by the boards of directors of both Stria and Khalkos and the completion of a concurrent financing.

The consideration payable by Stria to Khalkos for the purchase of the Property is $350,000 payable as follows: (i) an amount of $100,000 in cash and; (ii) the issuance of 833,333 common shares of Stria.

Completion of the Qualifying Transaction

Trading of the common shares of Stria has been halted by the Exchange and trading will remain halted in accordance with Exchange policies until all required documentation with respect to the Qualifying Transaction has been received and the Exchange is otherwise satisfied that the halt should be lifted.


In accordance with the policies of the Exchange, Stria has received confirmation from the Exchange that the Qualifying Transaction will be exempt from sponsorship requirements.

The Resulting Issuer

The following is a brief description of the directors and key management of the Resulting Issuer.

Gary Economo - President, Chief Executive Officer and Director

Mr. Economo was appointed as President, Chief Executive Officer and Director on May 24, 2011. Mr. Economo has a distinguished business leadership career, serving as CEO for a number of public and private high technology companies during the last 20 years. A former President and CEO of Dynasty Components Inc., Mr. Economo enjoys a long history of graphite marketing and sales for high-tech applications. He is also currently CEO of Focus Graphite Inc., a company he founded with Jeff York. Over the span of his business career, Mr. Economo provided strategic consulting and representation services to technology companies in North America and Asia. In particular, he has a track record of success and expertise in building shareholder value when tasked with bringing discovery companies to market. Born in Greece and raised in Montreal, Mr. Economo is tri-lingual and lives with his family in Ottawa.

Judith Mazvihwa-MacLean - Chief Financial Officer and Secretary

Mrs. Mazvihwa-MacLean was appointed as Chief Financial Officer and Secretary on May 24, 2011. A geologist and accountant, Ms. Mazvihwa-MacLean has over 16 years of experience in mineral exploration, mining, management and corporate finance. Prior to joining Focus Graphite Inc., Mrs. Mazvihwa-MacLean was the CFO for Golden Harp Resources Ltd., Logan Resources Ltd., and Acme Resources Ltd (formerly, International KRL Resources Corp.). She also served as a member of the Board for both Logan Resources Ltd., and Acme Resources Ltd. Judith has a significant academic background. She holds a B.Sc. (Geology) from the University of Zimbabwe, a M.Sc. from Brunel University in England and earned her MBA at Simon Fraser University in British Columbia. She was accredited a Certified Management Accountant by the Certified Management Accountants Society of British Columbia.

Lindsay Weatherdon- Director

Mr. Weatherdon was appointed as a Director on May 24, 2011. Mr. Weatherdon is the President and owner of Premcorp Sales & Marketing operating as "Concord National, Ontario Division" as well as Mitchell-Kennedy operating as "Concord National, Quebec Division". Concord National is a Canadian based consumer and packaged goods sales and marketing agency. He has held this position since 2002. In September of 2011, Mr. Weatherdon became director of Luxell Technologies. Mr. Weatherdon studied from 1983-1986 at Algonquin College in Business & Marketing.

Jeffrey York - Director

Mr. York was appointed as a Director on May 24, 2011. Mr. York is currently CEO of Farm Boy, an Ontario based food store chain known for its quality products and farm fresh produce. Farm Boy was named one of the best-managed companies in Canada in 2011. He also serves as chairman of Focus Graphite Inc. A chartered accountant, Mr. York began his professional career with Ward Mallette, Chartered Accountants, before joining Giant Tiger Stores, a regional retail chain that grew under his leadership into a national, billion-dollar company. During his 20-years with Giant Tiger, he served as President and CEO of the company for 10 years. Mr. York is an active member of the Young Presidents Organization and has been involved in that executive network since 2002. As co-founder and Chairman of the Board of Focus Graphite, Mr. York is an active director in terms of shaping the company's business growth and development. He graduated from Princeton in 1986 with a degree in Economics and obtained his Chartered Accountant designation in 1989.

Chester Burtt - Director

Mr. Burtt was appointed as a Director on May 24, 2011. Mr. Burtt is President of Chester Burtt & Associates Ltd. ("CBAL"), a corporate and public affairs advisory firm that specializes in connecting private and public companies with domestic and international opportunities. CBAL also arranges for the provision and supply of financial services in mergers, acquisitions and joint ventures. Working through an international network and associate firms, CBAL has a 25-year history of offering a full range of services to assist companies with strategy development and decisions to best suit their investor and corporate relations. Mr. Burtt graduated with a B.A. (Hons.) from Waterloo Lutheran University and M.A. from Wilfrid Laurier University in Political Science. He also sits on the Board of Directors of Focus Graphite Inc.

Marc-André Bernier - Director

Mr. Bernier was appointed as a Director on May 24, 2011. Marc-André Bernier is a professional geoscientist (P.Geo.) in Ontario and Québec. He holds an undergraduate degree (B.Sc.H.) in geology from the University of Ottawa and a post-graduate degree (M.Sc.) in the Earth Sciences focusing on applied Quaternary geology, soil sciences and exploration geochemistry from McGill University. His professional experience, which spans 29 years, has focused chiefly on the design, implementation and/or management of multidisciplinary (industry, government and academia) research projects in aid of regional and international mineral potential assessment initiatives.

Mr. Bernier has directed or managed mining development projects in Canada, the Caribbean, Africa and South America. In addition to his work as technical advisor for Focus Graphite Inc., Mr. Bernier currently holds the positions of Senior Geoscientist with the Table jamésienne de concertation minière (TJCM), a not-for-profit organization acting as senior mining industry adviser to the James Bay territory regional government of northern Quebec, and Senior Geoscientist with the Centre d'Étude Appliquée du Quaternaire, a technical division of the TJCM. On Behalf of the TJCM, Mr. Bernier also served as Senior Mining Industry Advisor to Makivik Corporation, the economic and political representative of the Inuit of Northern Québec, from 2009 to 2011.

Mr. Bernier is the current acting President and CEO of Majescor Resources Inc.; he is Executive Vice-President of SOMINE SA, a registered Haitian mining company based in Port-au-Prince; he is a director of Mincom Capital Inc. and he is Vice-President and Director of the Société d'Aide au Développement des Collectivités de Chibougamau-Chapais, a Canada Economic Development initiative for Québec Regions. He remains an active member of the Association of Professional Geoscientists of Ontario and the Ordre des géologues du Québec, as well as a member of the Canadian Institute of Mining, Metallurgy and Petroleum.

Robin Dow - Director

Mr. Dow was appointed as a Director on May 10, 2013. Mr. Dow has over 35 years of experience in consulting and in funding private and public corporations. Mr. Dow held various positions, including senior executive management, in the brokerage industry in Calgary from 1976 to 1988, when he founded his first public company. He is, or has been, a director and/or officer of 12 public and 5 private companies since 1988. He is currently CEO of Galahad Metals Inc., Desirée Resources Inc. and Agr-O Phosphate Inc, and is Chair of Red Ore Gold Inc. Mr. Dow graduated with an Honors in Business Administration and Masters in Business Administration from the University of Western Ontario in London, Ontario and in 1979, he was granted the FCSI designation by the CSI.


In connection with the Qualifying Transaction, Stria will carry out a financing for aggregate gross proceeds of a minimum of $10,000 and a maximum of $100,000, and will consist of the sale and issuance of (i) a minimum of 33,334 Common Shares at a price of $0.30 per Common Share ($10,000.20) and (ii) a maximum of 333,334 Common Shares at a price of $0.30 per Common Share ($100,000.20), (the "Financing"). The Financing will close concurrently with and will be conditional on the completion of the Qualifying Transaction. The Qualifying Transaction is also conditional on the closing of the Financing. The Financing will not be conducted through an intermediary. In connection with the Financing, Stria will pay finder's fees of up to 10% of the proceeds for a maximum amount of $10,000. Stria may also issue non-transferable warrants entitling the holder thereof to purchase up to 10% of the Common Shares issued under the Financing at an exercise price of $0.30 per Common Share for a period of twelve (12) months from the date of issuance. The Financing will be conducted on a private placement basis in accordance with NI 45-106.

A press release with further particulars relating to the Qualifying Transaction will follow in accordance with the policies of the Exchange.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to the Exchange requirements, a majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

The technical information presented in this press release has been reviewed by Mr. Marc-André Bernier, M.Sc., P.Geo. (Ontario and Québec), Stria Director and a Qualified Person under NI 43-101.

About Stria Capital Inc.

Stria is a CPC within the meaning of the policies of the Exchange. Stria commenced operations when it completed its initial public offering on February 6, 2012; however, it presently has no assets other than cash. Since the date of listing of Stria's common shares on the Exchange, Stria has identified and evaluated several businesses and assets with a view to completing a "Qualifying Transaction" in accordance with the CPC policies of the Exchange.

Forward Looking Statements

The statements used in this press release may contain forward-looking statements, and are based on the opinions and estimates of management, or on opinions and estimates provided to, and accepted by, management. These opinions and estimates are used by management, and speak only as of the date of this press release. Forward-looking statements in this press release include, but are not limited to, the closing of the Qualifying Transaction and the anticipated benefits from the Qualifying Transaction. Forward-looking statements involve significant known and unknown risks, uncertainties and assumptions, including with respect to the closing of the Qualifying Transaction, the timing and receipt of all applicable regulatory approvals and third party consents, the anticipated benefits from the Qualifying Transaction and the satisfaction of other conditions to the completion of the Qualifying Transaction. Forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ, possibly significantly. Although Stria believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual events or results will be consistent with these forward-looking statements. Except as required by applicable law, Stria does not undertake, and specifically disclaims, any obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise. Readers are therefore cautioned not to place undue reliance on any forward-looking statements.

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 adequacy or accuracy of this release.

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