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TRENCH SOLUTIONS INC.
Suite 2200, 885 West Georgia Street Vancouver, British Columbia V6C 3E8
NEWS RELEASE
TRENCH SOLUTIONS TO ACQUIRE RIGHTS TO GORILLA LAKE URANIUM PROJECT
August 14, 2020 – Vancouver, British Columbia – Trench Solutions Inc. (the “Company”) (TSXV: TSI) is pleased to announce that it has entered into a definitive property option agreement (the “Option Agreement”) with Apollo Innovative Solutions Inc. (the “Vendor”), dated effective August 13, 2020, pursuant to which the Company will be granted the right to acquire a one-hundred percent interest in and to the Gorilla Lake Uranium Project (the “Gorilla 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 arms- length.
Option Agreement
Pursuant to the terms of the Option Agreement, the Company will be granted the right to acquire a one-hundred percent 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 (the “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 totaling three-and-one-half percent (collectively, the “Royalties”) on commercial production from the Gorilla Project. The Royalties are presently held by arms-length third-parties.
Change of Business
The Option Agreement constitutes a change of business (the “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 (the “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,
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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 which may comprise the independence of the Company or other interested parties, in accordance with Exchange 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
Sponsorship of the Change of Business is required by Exchange 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 Simon Cheng as Chief Executive Officer and Scott Davis as Chief Financial Officer and Corporate Secretary. The following are brief profiles of the proposed members of management and the board of directors:
Simon Cheng, Chief Executive Officer 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.
Scott Davis: Chief Financial Officer, 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 Venture Exchange; 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.
Mark 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 and Scotia Bank 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.
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Edward Lyons: Independent Director
Mr. Lyons has been practicing geoscience in the mineral exploration sector for fifty 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 included the exploration of uranium deposits in Newfoundland with S.E.R.U Nucleaire. He has authored or co-authored over twenty NI 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).
Further Information
In connection with the Change of Business, the Company has commissioned a geological report on the Gorilla Project (the “Geological Report”). 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 Simon Cheng at simonchengnow+tsi@gmail.com. On behalf of the Board,
Trench Solutions Inc.
Simon Cheng, Chief Executive Officer
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.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When or if used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to a review of potential strategic acquisition opportunities, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.
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