15 September 2011
Posted in Press Release, 2011
September 15, 2011 - Transition Metals Corp. (XTM – TSX.V) - (“Transition Metals” or the “Company”) announces that it has entered into an Option and Joint Venture agreement (“JV”) with Spiral Exploration Ltd. (“Spiral”) to explore the Company’s 23 square kilometre Jumping Moose Property in the Larder Lake Mining District.
Company President & CEO, Scott McLean commented, “We are pleased to partner with Spiral to advance our mutual interest in the exploration of this exciting project. We look forward to initiating exploration on the property with funding from Spiral later this fall intended to locate the bedrock source of boulders hosting extremely high grade gold, and to evaluate gold bearing structures identified on the property.”
Jumping Moose Property
The Jumping Moose Property was acquired by the Company in 2010 subject to an Option Agreement with S.Swain and J.Decker (Swain & Decker) dated November 22, 2010 and is located in Burrows and Kemp Townships near the western margin of the Abitibi Greenstone Belt, south of Timmins Ontario. The property contains a cluster of extremely high grade (>500 g/t Au) Au-Ag-Te bearing quartz vein boulders located on the east side of Jumping Moose Lake and “in situ” showings of similar style Au-Ag-Te bearing quartz veins located on the western side of the lake. Historical efforts on the property have concentrated on locating the source of the boulders by attempting to trace the source of dislodged till. No drilling, targeting gold bearing structures and bedrock showings identified on the property, has yet been undertaken.
Summary of Agreement Terms
Under terms of an agreement dated September 12, 2011, Spiral may earn a 60% in the Company’s interest in the Jumping Moose Property by making cash payments of $90,000, issuing 500,000 common shares, and incurring exploration expenditures of $1,000,000 by the 36 month anniversary of an Agreement. Furthermore, Spiral retains the one time option upon vesting its 60% interest to increase its ownership to 75% by issuing an additional 200,000 common shares and incurring an additional $2,000,000 in exploration expenditures within 2 years. Upon Spiral acquiring its interest, a Joint Venture between the two parties would be formed with each party either contributing its share of operations expenditures or undergoing proportionate dilution. If either party’s interest was to dilute to less than 10%, its interest would be converted to a 1.5% Net Smelter Royalty (NSR) subject to a buy back provision which would enable the project operator to purchase 0.5% of the NSR for $1,000,000.
The Jumping Moose Property is subject to an underlying Option agreement with Swain & Decker dated November 22, 2010. Under the terms of the underlying Agreement, Transition Metals retains the option to acquire a 100% interest in the Jumping Moose property by making cash payments totalling $35,000, issuing 100,000 shares and incurring work expenditures of $250,000 by November 22, 2015, subject to a 2% NSR of which half (1%) can be purchased any time for the aggregate sum of $1,000,000.. Under the terms of the new agreement, Spiral will assume all responsibility and obligations of the underlying agreement.
In conjunction with Spiral Agreement, the Company intends to accelerate the issuance of common shares, subject to regulatory approval, to Swain and Decker under the terms of the underlying agreement by issuing 100,000 common shares within 30 days. The cost of this issue to the Company treasury will be reimbursed by Spiral.
About Transition Metals Corp
Transition Metals is a public mining exploration Company listed on the Toronto Venture Exchange (TSX) under the trading symbol – XTM.V, focused on the identification, exploration and development of new gold opportunities in established and emerging gold districts in Canada. The Company currently owns or controls an interest in five early stage gold exploration properties in Ontario and British Columbia. The Company is committed to building shareholder value through the identification and development of new low cost, high quality exploration projects while minimizing shareholder dilution through funding partnerships and revenue generating opportunities.
About Spiral Exploration Ltd
Spiral Exploration Ltd. is a private exploration and development company focused on the exploration and development of its Sakami property located near James Bay, Quebec that intends to become a public company in 2012.
Cautionary Note on Forward-Looking Information
Except for statements of historical fact contained herein, the information in this press release constitutes “forward-looking information” within the meaning of Canadian securities law. Such forward-looking information may be identified by words such as “plans”, “proposes”, “estimates”, “intends”, “expects”, “believes”, “may”, “will” and include without limitation, statements regarding estimated capital and operating costs, expected production timeline, benefits of updated development plans, foreign exchange assumptions and regulatory approvals. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially include, among others, metal prices, competition, risks inherent in the mining industry, and regulatory risks. Most of these factors are outside the control of the Company. Investors are cautioned not to put undue reliance on forward-looking information. Except as otherwise required by applicable securities statutes or regulation, the Company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The securities being offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended , or any state securities laws, and may not be offered or sold in the United States unless pursuant to an exemption there from. This press release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of Transition Metals in any jurisdiction.
Further information contact:
Scott McLean
President and CEO
Transition Metals Corp.
705-669-0590
This email address is being protected from spambots. You need JavaScript enabled to view it.
The Equicom Group Inc.
Patrick Piette
Mining Group
(416) 815-0700 – extension 267
www.equicomgroup.com
