Tri Origin Announces $500,000 Non-Brokered Private Placement
Aurora, Ontario / TheNewswire / February 9, 2016 - Tri Origin Exploration Ltd. (TSX-V: TOE) (the "Company") is pleased to announce that it intends to complete a non-brokered private placement financing of up to 10,000,000 units (the "Units") at a price of $0.05 per Unit for gross proceeds of up to $500,000 (the "Offering"). Each Unit will consist of one common share in the capital stock of the Company ("Common Share") and one Common Share purchase warrant ("Warrant"). Each Warrant will entitle the holder to acquire one additional Common Share for $0.07 for a period of 18 months from the closing date of this placement.
The Offering is open to shareholders of the Company and accredited investors and is subject to a recently approved special exemption for existing shareholders (the "Existing Shareholder Exemption" as described in Ontario Securities Commission Rule 45-501 - Distributions to Existing Security Holders ) as well as the 'accredited investor' and 'eligible investor' exemptions (National Instrument 45-106 - Prospectus and Registration Exemptions "NI 45- 106"), and other applicable exemptions available to the Company. The Existing Shareholder Exemption is available to shareholders residing in all Canadian provinces. Subscriptions may be accepted from shareholders outside of Canada with evidence that there is a comparable or otherwise applicable exemption permitting the subscription in that jurisdiction.
Shareholders of the Company as at February 8th, 2016 (the "Record Date") are eligible to participate under the Existing Shareholder Exemption. Any person who becomes a shareholder of the Company after the Record Date is not permitted to participate in the Offering using the Existing Shareholder Exemption but other exemptions may still be available to them. Shareholders who became shareholders after the record date should consult their professional advisors when completing their subscription form to ensure that they use the correct exemption.
There are conditions and restrictions when relying upon the Existing Shareholder Exemption, namely, the subscriber must: a) be a Tri Origin shareholder on the Record Date, b) be purchasing the Units as a principal and for their own account and not for any other party, and c) may not subscribe to more than $15,000 of securities from Tri Origin in any twelve month period. In the event that a subscriber wants to subscribe to more than the $15,000 value of securities then they may do so provided they have first received 'suitability advice' from a registered investment dealer. In this case subscribers will be asked to confirm the registered investment dealer's identity and employer.
The Offering will remain open until 4:30 PM (Toronto time) on March 18th, 2016 subject to earlier cut-off if the Offering is over-subscribed or in the event of a material change in the affairs of the Company. Subscriptions will be accepted by the Company on a 'first come, first served' basis. Therefore, if the Offering is over-subscribed it is possible that a shareholder's subscription may not be accepted by the Company even though it is received within the Offering period. Additionally, in the event of an imbalance of large subscriptions compared to smaller subscriptions management reserves the right in its discretion to reduce large subscriptions in favour of smaller shareholder subscriptions. A subscription will be deemed to be received by the Company when a completed subscription form together with payment of the subscription price has been received by the Company's solicitors. The Offering may be closed in one or more tranches as subscriptions are received. There is no minimum Offering amount. Commissions and/or finder's fees may be paid in respect of this Offering.
The securities issued pursuant to the Offering will be subject to a four month and one day statutory hold period.
The Company intends to use the net proceeds from the Offering to fund continued exploration on the Company's assets and for general working capital purposes. The net proceeds received from the Offering after payment of issue costs and finder's fees/commissions, if any, will be used for the following corporate purposes:
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1.to conduct an exploration program on the Company's newly acquire Detour West gold property located in the Abitibi Greenstone Belt of northeast Ontario, 20 kilometres west of the Detour Lake Gold Mine. Costs and related expenses for this program are estimated to be approximately $150,000;
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2.to conduct an exploration program on the Company's North Abitibi gold property located in the Abitibi Greenstone Belt of northeast Ontario, 40 kilometres west of the Casa Berardi Gold Mine. Costs and related expenses for this program are estimated to be approximately $150,000, and
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3.for working capital purposes including general and administrative expenses of approximately $200,000.
If the Offering is not fully subscribed then management of the Company will determine the allocation of net proceeds to be in the best interests of the Company.
How to Participate in the Private Placement
To participate in this private placement shareholders and interested investors must complete a subscription form and return the completed subscription form plus a cheque for the total purchase price payable to Tri Origin Exploration Ltd. to the offices of its legal representative Peterson & Company LLP, Suite 806, 390 Bay Street, Toronto, Ontario M5H 2Y2. Funds will be held in trust by Peterson Law until the closing date and the issuance of securities to investors.
Subscription forms are available from Peterson & Company LLP, Suite 806, 390 Bay Street, Toronto, Ontario M5H 2Y2 or directly by contacting the Company or can be downloaded from the Company's website www.triorigin.com.
The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange ("TSXV") and applicable securities regulatory authorities. The Company intends to close the Offering on or around March 18, 2016.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Tri Origin
Tri Origin Exploration Ltd. is publicly listed on the TSXV under the trading symbol TOE. Tri Origin is a leading Canadian exploration company with gold and base metal projects in Canada.
For more information about Tri Origin, please visit www.triorigin.com or SEDAR www.sedar.com or contact:
Dr. Robert Valliant, President
Tel: (905) 727-1779
E-mail: invest@triorigin.com
CAUTIONARY STATEMENT: Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release. This News Release includes certain "forward-looking statements". These statements are based on information currently available to the Company and the Company provides no assurance that actual results will meet management's expectations. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to, among other things, the completion of the Offering, results of exploration, project development, reclamation and capital costs of the Company's mineral properties, and the Company's financial condition and prospects, could differ materially from those currently anticipated in such statements for many reasons such as: changes in general economic conditions and conditions in the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological and operational difficulties encountered in connection with the activities of the Company; and other matters discussed in this news release. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
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