Stria Capital Inc. Announces Agreement for Qualifying Transaction
2013年4月13日 - 12:00AM
Marketwired Canada
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), is pleased to announce that it has 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 a group of 82 contiguous mining claims
located in the James Bay Territory of Northern Quebec and collectively referred
to as the Pontax-Lithium Property (the "Property").
It is intended that the acquisition of the Property will constitute 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. As such, it is anticipated that the approval of the
shareholders of Stria will not be required. Upon completion of the Qualifying
Transaction, it is expected that Stria will be listed on the Exchange as a Tier
2 mining issuer.
Stria Capital President and CEO Gary Economo described the Pontax-Lithium
project as a fundamental building block for Stria and its focus on green
technology metals. "Green technology metals are being widely embraced as
important solutions to global sustainable energy challenges. The green
technology revolution starts with lithium and graphite and the lithium-ion
battery market will grow exponentially over the next decade."
"Strategically, and as a Qualifying Transaction for listing, Stria's acquisition
of the Pontax-Lithium property holds the potential for the Company to become a
leading player in the renewable energy industry," Mr. Economo said.
The Pontax-Lithium Property
The Pontax-Lithium property comprises of a group of 82 contiguous map-designated
mining claims (total area: 4,356.93 ha) located North of the Rupert River in
western James Bay Territory, Northern Quebec. The 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 at least a
dozen lithium (spodumene) bearing pegmatite dykes. The lithium bearing dykes
outcrop over an area of 450 m by 100 m.
The Pontax-Lithium property is a part of the former joint Sirios Resources Inc.
- Dios Exploration Inc. Pontax exploration project where a lithium bearing
pegmatite dyke was discovered in 2007 during the course of regional geological
reconnaissance work. A block of claims deemed prospective for lithium bearing
pegmatite dykes was separated from the Pontax project in 2008 to form the
Pontax-Lithium Property and Sirios was designated as the operator of the lithium
exploration program. In 2011, the Property was acquired by Khalkos, through a
spin-off of Sirios' non-gold assets and the subsequent acquisition of Dios'
interest in the project.
Previous exploration work on the Property from 2006 to 2012 comprised of ground
prospecting and outcrop sampling, geological mapping, airborne electromagnetic
survey, mechanical trenching, channel sampling and limited core drilling. Seven
(7) core holes (total; 864 m) were drilled on the Property in 2009 to test a 400
m section of the pegmatite dyke swarm described as the "Main Zone". All seven
holes intersected lithium bearing spodumene-rich pegmatite dykes, with the best
intersection found in hole 09-555-05 (Table 1: 0.97% Li2O over 21.0 m (from 36.0
m to 57.0 m), including 1.43% Li2O over 13.0 m (from 36.0 m to 49.0 m) (Source:
Girard, R., 2011: Technical report on the Pontax Lithium property: A lithium
exploration project near the lower Eastmain River area, Northern Quebec
(available at www.sedar.com under Khalkos Exploration Inc.)). The pegmatite
dykes which vary in thickness between one to three metres (maximum: 13.5 m) are
injected into mafic metavolcanic rocks which locally contain holmquistite,
another lithium-bearing mineral. Lithium phosphates minerals, such as
lithiophillite and triphyllite were also identified. The Main Zone is open both
laterally and at depth.
Table 1. Summary of 2009 drilling assay results for lithium, Pontax Lithium
property
----------------------------------------------------------------------------
Width
Hole No. Collar Azimuth Dip Hole From To (i) Li2O
Length
(m) (m) (m) (m) (%)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
320 -50
09-555-01 0+50 E degrees degrees 140 46.85 65.85 19.0 0.91
including 46.85 55.85 9.0 1.69
99.00 104.20 5.2 0.89
119.00 121.00 2.0 0.50
----------------------------------------------------------------------------
325 -49
09-555-02 0+00 E degrees degrees 131 38.00 41.00 3.0 0.88
44.25 45.25 1.0 0.86
98.50 111.50 13.0 1.10
----------------------------------------------------------------------------
330 -50
09-555-03 0+50 W degrees degrees 128 15.35 17.35 2.0 1.31
31.00 36.00 5.0 1.09
83.00 95.00 12.0 1.38
----------------------------------------------------------------------------
325 -49
09-555-04 1+00 W degrees degrees 143 31.50 34.50 3.0 0.95
59.50 60.50 1.0 1.32
78.00 90.00 12.0 0.55
including 79.00 81.00 2.0 0.97
including 87.00 90.00 3.0 1.01
----------------------------------------------------------------------------
330 -42
09-555-05 1+50 W degrees degrees 114 29.00 30.50 1.5 0.80
36.00 57.00 21.0 0.97
including 36.00 49.00 13.0 1.43
56.00 57.00 1.0 1.06
66.00 68.00 2.0 1.25
82.00 90.00 8.00 0.59
including 82.00 83.00 1.0 1.14
including 86.00 89.00 3.0 0.90
----------------------------------------------------------------------------
320 -49
09-555-06 2+00 W degrees degrees 122 5.00 12.00 7.0 0.82
47.65 49.65 2.0 1.01
65.50 69.00 3.5 0.91
89.75 92.85 3.1 1.11
----------------------------------------------------------------------------
320 -50
09-555-07 2+75 W degrees degrees 86 54.00 55.80 1.8 0.93
74.20 79.00 4.8 1.01
----------------------------------------------------------------------------
(i) All widths are expressed as apparent thickness along the core axis. True
widths are estimated at 85% of intersected widths
Notes: All drilling core samples (total 488) were assayed at the Actlabs
laboratories in Ancaster, Ontario. A strict QA/QC program was followed which
included mineralized standards and blanks for each batch of samples. Sodium
peroxide was used to dissolve the samples which were then assayed by ICP-AES
and ICP-MS. Lithium assays results were converted into Li2O% (1% Li equals
2.15% Li2O).
On February 8, 2010, Sirios Resources released drill assays results for other
strategic trace metals including rubidium, beryllium, tantalum and cesium.
Rubidium grades ranging from 289 ppm over 5.0 m to 4,980 ppm over 1.8 m;
beryllium grades ranging from 64 ppm over 5.0 m to 484 ppm over 3.0 m; tantalum
grades ranging from 17 ppm over 5.2 m to 204 ppm over 4.0 m; and Cesium grades
ranging from 108 ppm over 2 m to 480 ppm over 2 m were obtained from the lithium
bearing pegmatites (all length expressed as apparent thickness along the core
axis; refer to Sirios News release dated February 8, 2010; available at
www.sirios.com). These elements are potentially recoverable as by-products of
lithium mining, processing and secondary transformation into lithium carbonate.
Detailed mineralogical and metallurgical studies will be required in order to
identify the minerals host to these elements and to determine potential recovery
as by-products to lithium.
Exploration work conducted on the Property in March 2012 comprised mechanical
trenching and related logistical support work. A total of seven (7) trenches
were positioned at right angles to the trend of the dyke swarm in an attempt to
expose new lithium bearing dykes and map the lateral (East-West) continuity and
limits of the swarm. A winter access trail approximately 45 km in length was
built to allow for the mobilisation and demobilisation of heavy equipment to the
Property starting from the James Bay Road. The trenching work encountered thick
overburden, in excess of the excavator capabilities. Of the trenches that were
planned, only one and a half were completed for a total of 192 m. Trench No, 1
(total length: 125 m) which is located 150 m to the south-west of the Drill hole
09-555-07 intersected a series of pegmatite dykes ranging in thickness from 25
cm to 2.25 m (Source: Khalkos MD&A report dated July 27, 2012 available at
www.sedar.com). The limited trenching work enabled Khalkos to gain critical
information on the lateral extent of the dyke swarm towards the Southwest, and
on the nature of the overburden cover which will aid in the design of future
ground exploration programs on the Property.
Stria has mandated Mr. Rejean Girard, P. Geo (Quebec), President of IOS Services
Geoscientifiques ("IOS") of Saguenay, Quebec, 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"). A more detailed press release on the Property and
proposed exploration program will be issued by Stria once the Report has been
finalized and submitted to and approved by the Exchange.
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 financing (the "Offering") on terms
satisfactory to Stria, in its sole discretion, as may be necessary in order to
meet the minimum listing requirements of the Exchange.
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 common shares of Stria having a total value of $250,000, at a price
per share equal to the issue price of the common shares of Stria to be issued in
connection with the Offering.
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.
Sponsorship of the Qualifying Transaction of a CPC is generally required by the
Exchange, unless exempted in accordance with Exchange policies. Stria is
currently reviewing Exchange requirements for sponsorship and intends to comply
with all applicable policies; however a sponsor has not yet been engaged.
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. Benoit Lafrance, Ph.D., geo (Quebec), a consultant of Stria for the purposes
of the Qualifying Transaction and a Qualified Person under NI 43-101.
About Stria
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.
FOR FURTHER INFORMATION PLEASE CONTACT:
Gary Economo
President and Chief Executive Officer
613-447-8521
gary@striacapital.com
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