Troon Enters Into Definitive Agreement to Combine With Grenville Strategic Royalty Corp.

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Troon Ventures Ltd. (TSX VENTURE:TVN.H) ("Troon" or the "Company") is pleased to
announce that it has entered into a definitive agreement (the "Agreement") dated
December 17, 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.


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 $7.3 million in cash as at November 30, which will be
combined with Grenville's $3.0 million in investments and cash on closing. No
additional financing is 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.


The closing of the Transaction is subject to obtaining the approval of the
shareholders of Troon and Grenville, and obtaining all required regulatory and
stock exchange approvals.


Troon and Grenville are preparing a joint information circular and proxy
materials in respect of the Transaction to be sent to Troon shareholders and
filed with the Exchange. 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.grenvillesrc.com.

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
written opinion that the Transaction is fair from a financial perspective to
Troon shareholders.


Raymond James has submitted a Sponsorship Acknowledgment Form to the Exchange in
connection with the Transaction.


Troon has engaged Evans & Evans, Inc. who have completed a formal valuation of
Grenville which has been filed with the Exchange.


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"                    
----------------------------------- 
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, and news release; 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 nor 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: 
For more information please contact:
Andrea Zaradic or Chris Curran
1-778-330-1299
Website: www.troonventures.com
Email: info@troonventures.com
Grenville Strategic Realty Corporation (TSXV:TVN.H)
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