Mr. Simon Cheng reports
TRENCH SOLUTIONS TO ACQUIRE RIGHTS TO GORILLA LAKE URANIUM PROJECT
Trench Solutions Inc. has entered into a definitive property option agreement with Apollo Innovative Solutions Inc., dated effective Aug. 13, 2020, pursuant to which the company will be granted the right to acquire a 100-per-cent interest in and to the Gorilla Lake uranium project. The Gorilla project consists of a series of mineral claims located in the Athabasca basin of Northern Saskatchewan, which are presently held the vendor. The company and the vendor are at arm's length.
Pursuant to the terms of the option agreement, the company will be granted the right to acquire a 100-per-cent interest on the Gorilla project in consideration for a series of cash payments to the vendor and the incurrence of exploration expenditures over a period of three years as follows:
a cash payment of $50,000 upon receipt of approval of the TSX Venture Exchange;
incurring exploration expenditures of $100,000 on the Gorilla project before the first anniversary;
a further cash payment of $250,000 and incurring exploration expenditures of $100,000 on the Gorilla project before the second anniversary; and
a final cash payment of $400,000 and incurring exploration expenditures of $100,000 on the Gorilla project before the third anniversary.
Following acquisition of the Gorilla project, the company will assume responsibility for certain existing net smelter returns royalties totalling 3.5 per cent on commercial production from the Gorilla project. The royalties are presently held by arm's-length third parties.
Change of business
The option agreement constitutes a change of business for the company under the policies of the exchange. In connection with completion of the change of business, the company anticipates completing a forward split of its common share capital on a three-for-one basis. The company currently has 12,022,245 common shares outstanding and, upon completion of the change of business and the forward split, will have 36,066,735 shares outstanding. Following completion of the change of business, it is anticipated that the company would be listed on the exchange as a tier 2 mining issuer under the name Trench Metals Corp. and the ticker symbol TMC. No finders' fees or commissions are payable, and the company does not anticipate completing a financing in connection with the change of business.
As the company is without active operations, is not subject to a cease trade order or trading suspension, the change of business is not a related party transaction and no other circumstances exist that may comprise the independence of the company or other interested parties, in accordance with TSX-V Policy 5.2; the change of business does not require shareholders approval. Closing of the change of business is subject to a number of conditions including receipt of the approval of the exchange and the satisfaction of other customary closing conditions. The change of business cannot close until approval of the exchange is obtained. There can be no assurance that the change of business will be completed as proposed or at all. Trading in the common shares of the company will remain halted pending further filings with the exchange.
Sponsorship of the change of business is required by TSX-V Policy 2.2, unless an exemption from the sponsorship requirement is available. The company will be seeking a waiver of any requirement for a sponsor in connection with the change of business.
Proposed management and directors
Following completion of the change of business, the board of directors of the company will be reconstituted to consist of Simon Cheng, Scott Davis, Mark Ferguson and Edward Lyons. Management of the company will consist of Mr. Cheng as chief executive officer and Mr. Davis as chief financial officer and corporate secretary. The following are brief profiles of the proposed members of management and the board of directors.
Mr. Cheng, CEO and director
Mr. Cheng has over 10 years of experience in the finance sector. He has been involved in project development with an emphasis on capital finance, business agreement negotiations and corporate development. He previously held positions with professional investment firms providing advisory services to high-net-worth individuals and institutional investors.
Mr. Davis, CFO, corporate secretary and director
Mr. Davis is a partner of Cross Davis & Company LLP, chartered professional accountants, a firm focused on providing accounting and management services for publicly listed companies. Mr. Davis's 22 years of experience includes CFO positions of several companies listed on the Canadian Securities Exchange and the TSX-V, senior management positions, including four years at Appleby as an assistant financial controller, two years at Davidson & Company LLP, chartered professional accountants, as an auditor, and five years with Pacific Opportunity Capital Ltd. as an accounting manager.
Mr. Ferguson, independent director
Mr. Ferguson has served as a director and, in many cases, officer of numerous publicly listed companies. In addition, he has served on many private-sector organizations throughout his career. Mr. Ferguson worked in the trust and finance sector for over 25 years, including as vice-president of Western region at Montreal Trust, ScotiaBank and Computershare Trust Company of Canada. His career has focused on areas of trust and advisory, corporate finance, sales and marketing, business mergers and acquisitions, reverse takeovers, and business succession. Mr. Ferguson has an arts and science degree from Mount Royal University, and a bachelor of arts from the University of Calgary.
Mr. Lyons, independent director
Mr. Lyons has been practising geoscience in the mineral exploration sector for 50 years. Since 2005, he has headed Tekhne Research, which provides technical services for resource projects ranging from small evaluations and opinions to management of large exploration programs. Mr. Lyons has been involved with projects in several different commodities including the exploration of uranium deposits in Newfoundland with S.E.R.U Nucleaire. He has written or co-written over 20 National Instrument 43-101 technical reports up to feasibility level and has presented a number of papers at exploration conferences on specifics of the larger projects. Mr. Lyons is a current member in good standing of the Engineers and Geoscientists of British Columbia (EGBC), the Ordre du geologues de Quebec (OGQ), and the Professional Engineers and Geoscientists of Newfoundland and Labrador (PEGNL).
In connection with the change of business, the company has commissioned a geological report on the Gorilla project. Prior to completion of the change of business, a copy of the geological report will be filed and posted on SEDAR. Further information on the option agreement and the Gorilla project will be filed and posted on SEDAR upon the completion of a filing statement that will be prepared in connection with the change of business.
For further information, contact Mr. Cheng at email@example.com.
Completion of the transaction is subject to a number of conditions, including, but not limited to, exchange acceptance and, if applicable, disinterested 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 filing statement to be prepared in connection with the transaction, any information released or received with respect to the change of business may not be accurate or complete, and should not be relied upon. Trading in the securities of the company should be considered highly speculative.
We seek Safe Harbor.
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