TVN.H Grenville Strategic Realty Corporation

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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Troon Ventures Ltd.
Andrea Zaradic
1-778-330-1299


Troon Ventures Ltd.
Chris Curran
1-778-330-1299
604-558-0058 (FAX)
info@troonventures.com
www.troonventures.com

Grenville Strategic Realty Corporation (TSXV:TVN.H)
Historical Stock Chart
From Apr 2024 to May 2024

Grenville Strategic Realty Corporation (TSXV:TVN.H)
Historical Stock Chart
From May 2023 to May 2024