Stria Capital Inc. Announces Agreement for Qualifying Transaction
April 12, 2013 (Source: Marketwire) Ottawa, ON — 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 Québec 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 Québec. 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.
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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 Québec (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.
For a summary of 2009 drilling assay results for lithium, Pontax Lithium property please click here
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. 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”). 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., géo (Québec), a consultant of Stria for the purposes of the Qualifying Transaction and a Qualified Person under NI 43-101.
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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