Troon Ventures Ltd.
NEX BOARD : TVN.H

Troon Ventures Ltd.

November 26, 2013 08:53 ET

Troon Enters Into Agreement to Combine with Grenville Strategic Royalty Corp.

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 26, 2013) -

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.

Troon Ventures Ltd. (NEX:TVN.H) ("Troon" or the "Company") is pleased to announce that it has entered into a binding letter agreement (the "Agreement") dated November 25, 2013 with Grenville Strategic Royalty Corp. ("Grenville"), which sets out the terms of a proposed business combination between Troon and Grenville (the "Transaction"). Upon completion, the Transaction will constitute a reverse take-over of Troon by Grenville, with the resulting company to be renamed Grenville Strategic Royalty Corp. (the "Resulting Issuer"). Troon and Grenville are at arm's length to each other.

Grenville is focused on building a business from royalties on smaller capitalization industrial and technology companies that have several years of operations behind them, yet cannot readily access the traditional debt and equity markets. The royalty structure offers an attractive alternative to traditional debt and equity that is better aligned with management's interests and has proven very successful in the natural resource sector; Grenville's translation of this model into new sectors represents a new and innovative financing model that has already attracted a considerable number of opportunities with attractive potential returns.

Catherine McLeod-Seltzer, Chairman of the Troon Special Committee appointed to review the Transaction stated "We are very pleased to have attracted such an exciting opportunity and to have negotiated an accretive transaction with Grenville. Following our detailed due diligence, we believe this opportunity provides tremendous upside for our shareholders outside of the challenging commodity markets." Andrea Zaradic, President and CEO of Troon added "Grenville are a financially experienced and eminently capable group of entrepreneurs with a demonstrated commitment to growing the business and adding value through their established and growing pipeline of target companies. We believe Grenville is the ideal company to take the reins on behalf of our shareholders and are confident in their ability to successfully grow this unique and robust business model. This transaction is fully supported by our board of directors."

Summary of the Transaction

The Agreement contemplates that Troon shareholders will receive 0.69 of a common share and 0.34 of a transferable share purchase warrant (the "Troon Warrants") of the Resulting Issuer for each common share that they own of Troon. Each whole warrant will be exercisable into common shares of the Resulting Issuer at an exercise price of $0.42 per common share for a period of 24 months. The Resulting Issuer will apply to have the warrants listed on the TSX Venture Exchange (the "Exchange"). Grenville shareholders will receive one (1.0) common share of the Resulting Issuer in consideration for each common share of Grenville held by them.

All outstanding stock options of Troon (880,000) will be exchanged for stock options of the Resulting Issuer based on the exchange ratio described above. Each Troon option holder will also receive an additional stock option exercisable for a period of two (2) years at an exercise price of $0.42 per common share in order to reflect similar terms for optionees as are being offered to Troon shareholders through the Troon Warrants. Grenville currently has 357,143 stock options outstanding at a price of $0.028 per share, all of which will be exchanged for stock options of the Resulting Issuer at the same price and on the same terms as the outstanding Grenville stock options. Upon completion of the Transaction, the Resulting Issuer will have 39,288,274 common shares issued and outstanding (50,225,392 common shares on a fully diluted basis).

Troon had approximately $7.5 million in cash as at September 30, which will be combined with Grenville's $3.0 million in investments and cash on closing. No additional financing is currently required or contemplated in connection with the Transaction.

On closing of the Transaction, the board of directors of the Resulting Issuer will be comprised of Steven Parry, who will also act as Chairman, William R. Tharp, who will also act as Chief Executive Officer, Paul De Luca, Catherine McLeod-Seltzer and Andrea Zaradic, (both Ms. McLeod-Seltzer and Ms. Zaradic will remain as Troon's representatives on the board). See below for full details on the directors and management.

The closing of the Transaction is subject to various conditions, including completion of due diligence, the parties entering into a definitive agreement, obtaining the approval of the shareholders of Troon and Grenville, and obtaining all required regulatory and stock exchange approvals.

A management information circular and proxy materials in respect of the Transaction will be prepared, sent to Troon shareholders and filed in accordance with Exchange policies on SEDAR at www.sedar.com. A press release will be issued by Troon once the information circular is filed.

Information on Grenville Strategic Royalty Corp.

Grenville is a private, Toronto-based company that was formed by William Tharp and Steven Parry 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 between $10 and $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 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. In some cases the Grenville royalty may act as a lead order in combination with other forms of financing. Grenville's royalty financing structure is non- dilutive and better aligned with management in terms of growth, a model that has proven to be very successful in the mining industry and which Troon's management and board is very experienced.

Since its formation, Grenville has implemented its business plan by raising in excess of $3 million and completing a number of royalty transactions. Grenville has also identified and advanced discussions on a number of royalty opportunities that it intends to advance on completion of the Transaction, subject to completion of due diligence and successful negotiation of terms. Grenville is currently preparing audited financial statements to be included in Troon's information circular.

For more information about Grenville, visit www.grenvillestrategicresources.com.

Proposed Board of Directors and Management

The following are brief descriptions of the proposed directors and officers upon completion of the Transaction:

Steve Parry, Chairman

Mr. Parry has most recently served as Managing Director at NGEN Partners, one of the eight original cleantech funds in the US (founded in 2001). At NGEN, Mr. Parry assisted in raising over $500 million over three funds and acted as lead investor in highly ranked companies in renewables, powertech, pollution abatement, water and energy efficiency. Notable investments include DIRRT Environmental (Chairman) and Fallbrook Technologies (Lead Director). Mr. Parry has developed comprehensive experience as a manager, developer and mentor of deal generation teams in both operational and finance organizations. Prior to his career in venture capital, Mr. Parry spent over twenty years as a professional in the resource industry, including engagement as manager for the BHP Billiton junior exploration investment program and CEO/President of two Canadian public companies. He is a recipient of the Canada 125 Medal for his activist work on behalf of Canadian resource communities. Mr. Parry is a dual US-Canadian citizen with a long history of trans-border value creation. Mr. Parry will not receive a salary until the Company is sufficiently capitalized and has agreed to lock up his stock position (which is held through a trust) for a period of five years, subject to the discretion of the Company's underwriters or placement agents.

William (Bill) R. Tharp, CEO

Mr. Tharp serves as Chief Executive Officer of Climate Change Infrastructure, a private holding company and financial company focused on the low-carbon, water-constrained, alternative energy and efficiency marketplace. Climate Change Infrastructure's wholly owned subsidiary, Quantum Leap Asset Management Limited, launched and managed the E2 Venture Fund Inc., the alternative energy & efficiency portion of the Covington Venture Fund Inc., Venture Partners Balance and Equity Funds and also First Asset Renewable Power Funds Series I, II & III purchased by Sprott Power. Between these Funds, over $600 million in investment was mobilized with strong investment returns. Notable investments include RuggedCom (lead investor), Ventus Wind Energy, and Trilliant Networks. Mr. Tharp has over 10 years' experience in merchant banking in both Canada and the United Kingdom and almost 20 years as an entrepreneur working principally in the alternative energy and efficiency marketplace. In 2012, Mr. Tharp received The Environmental Responsibility Leadership Award from The CEO Global Network. Mr. Tharp will not receive a salary until the Company is sufficiently capitalized and has agreed to lock up his stock position (which is held through a trust) for a period of five years, subject to the discretion of the Company's underwriters or placement agents.

Paul De Luca, Director

Paul De Luca currently serves as partner at Owens Wright LLP in Toronto. Mr. De Luca is experienced in corporate and securities matters, with an emphasis on corporate finance, public and private mergers and acquisitions, corporate governance and venture capital transactions. Mr. De Luca has particular experience in advising public companies in connection with securities law compliance and corporate governance matters, including ongoing advice to boards of directors and special committees as well as extensive transactional experience in all areas of corporate and securities law covering a large spectrum of industries, including technology, renewable energy, mining and financial services. Mr. De Luca is a member of the Law Society of Upper Canada and holds a Bachelor of Laws from Queens University and a Master of Laws from New York University, and is currently a director of Nordex Explosives Ltd. (TSX VENTURE:NXX).

Catherine McLeod-Seltzer, Director

Ms. McLeod-Seltzer is the Chairman of Bear Creek Mining Corporation and a recognized leader in the minerals industry for her ability to create growth-focused companies that generate significant shareholder value.

Ms. McLeod-Seltzer partners with successful geological teams and has been instrumental in helping build a number of successful mineral companies in the past 20 years, including Arequipa Resources, Francisco Gold, Miramar Mining, Bear Creek Mining, Stornoway Diamonds and Peru Copper Inc. Ms. McLeod-Seltzer was named Mining Man of the Year by The Northern Miner in 1999 and in 1997 she was given the "Award for Performance" by the Association of Women in Finance. She has also held a position on the Financial Post's "Power 50" and received Canada's Most Powerful Women Top 100 Award.

Ms. McLeod-Seltzer has raised more than $600 million in working capital for mining exploration in the past 20 years, and been directly involved in more than $4 billion in corporate transactions in the mining industry. Her leadership and financial expertise, access to capital and respect from the exploration and mining community have been invaluable assets to the companies she is involved in and have created significant wealth for shareholders.

Ms. McLeod-Seltzer's directorships in other publicly traded companies include Kinross Gold Corporation and Major Drilling Group International.

Andrea Zaradic, Director

Ms. Zaradic is a professional mechanical engineer with over 25 years of experience in corporate and project development. With an extensive international mining projects portfolio ranging from feasibility, through to operations she was previously VP Project Development for Keegan Resources' Esaase Gold project in Ghana, West Africa, Manager of Infrastructure development for Canico Resource Corp. on the Onca Puma nickel laterite project in Brazil and Senior Process Operations engineer for BHP Billiton's Ekati Diamond Mine.

Most recently, Ms. Zaradic was VP Operations and Development for Magma Energy Corp., a renewable energy company and, as one of the founders, took the company through a highly successful IPO and acquisition of HS Orka, the largest privately held geothermal company in Iceland. Ms. Zaradic was also instrumental in the 2012 merger between Magma Energy Corp. and Plutonic Power, now Alterra Power.

In addition, Ms. Zaradic has several years' experience managing automotive and stationary fuel cell development programs at Ballard power, a leading Proton Exchange Membrane Fuel Cell research and development company as well as holding a Master's degree in mechanical engineering. Ms. Zaradic is a registered Professional Engineer in the provinces of British Columbia and Ontario.

Sponsorship, Fairness and Valuation

Troon has formed a special committee which engaged Raymond James Ltd. to act as Troon's sponsor and financial advisor for the Transaction and provide a written fairness opinion. Raymond James has provided Troon's special committee with its verbal opinion that the Transaction is fair from a financial perspective to Troon shareholders.

Raymond James expects to submit a Sponsorship Acknowledgment Form to the Exchange in due course.

Troon has engaged Evans & Evans, Inc. to complete a formal valuation of Grenville which will be filed with the Exchange along with Troon's information circular describing the Transaction.

Grenville has engaged National Bank Financial to act as Grenville's financial advisor for the Transaction.

Trading in Troon's shares has been halted and the halt is expected to remain in place until the Transaction closes.

ON BEHALF OF THE BOARD,

TROON VENTURES LTD.

Andrea Zaradic, President, CEO and Director

Completion of the Transaction is subject to a number of conditions, including Exchange acceptance and shareholder approval. The Transaction cannot close until all required approvals have been 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 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 Troon should be considered highly speculative.

Raymond James Ltd., subject to completion of satisfactory due diligence, has agreed to act as sponsor to Troon in connection with the Transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of completion of the Transaction.

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.

Troon and Grenville caution the reader that there is no guarantee that any of the potential outcomes from the Agreement will actually occur or be finalized. Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to: the completion of the Transaction; the name of the Resulting Issuer; the securities of the Resulting Issuer that are to be received by securityholders of Troon and Grenville; the issued and outstanding common shares of the Resulting Issuer; the conversion of Troon Warrants; the listing of Troon Warrants; the financial position of the Resulting Issuer upon closing of the Transaction; the composition of management and the board of the Resulting Issuer; the compensation of management of the Resulting Issuer; the preparation and filing of a management information circular and proxy materials, news release, Sponsorship Acknowledgment Form and formal valuation; and the length of time that the trading halt on Troon common shares will remain in place. 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 they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Troon or Grenville to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including: the receipt of all necessary regulatory approvals, the ability to conclude the Transaction, capital expenditures and other costs, and financing and additional capital requirements. Although management of Troon and Grenville have 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. Neither Troon or Grenville undertakes to update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

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