O3 & Osisko Mining participate in Tri Origin Non-Brokered Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Aurora, Ontario, December 17, 2020 – Tri Origin Exploration Ltd. (TSX-V: TOE) (the “Company”) is pleased to announce that it intends to complete a non-brokered financing for gross proceeds of up to $1,500,000 through the private placement of units of the Company (“Units”) at a price of $0.125 per Unit, (the “Offering”). Each Unit shall consist of one common share in the capital of the Company (a “Common Share”) and one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant”). Each whole Warrant shall entitle the holder to acquire one Common Share at a price of $0.18 per Share for a period of 24 months from the closing date of the Offering. The Company shall have the option to increase the Offering to raise an additional $1,000,000 in gross proceeds.
It is expected that O3 Mining Inc. (“O3”) will participate in the Offering by purchasing 2,400,000 Units and Osisko Mining Inc. (“Osisko Mining”), will participate in the Offering by purchasing 3,200,000 Units. It is also expected that on completion of the Offering and their respective participation, each of O3 and Osisko Mining will be granted a right to nominate one person to the board of directors of the Company.
The Offering is expected to close on or about January 8, 2020. The completion of the Offering is subject to receipt of necessary approvals, including the approval of the TSX Venture Exchange. All securities issued pursuant to the Offering will be subject to a four month and one day hold period in accordance with applicable securities laws.
In addition to investors who may participate in the Offering under the other applicable prospectus exemptions under the Canadian securities laws, the Offering is also available to all shareholders of the Company as at December 16, 2020 (the "Record Date") (who continue to be shareholders of the Company up to the closing of the Offering) who are eligible to participate under exemption from prospectus requirement set out in Ontario Securities Commission Rule 45-501 – Exemption from prospectus requirement for certain trades to existing security holders (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.
Subscribers proposing to purchase Units under the Existing Shareholder Exemption may not purchase more than $15,000 value of securities from the Company in any twelve month period unless such subscriber has obtained 'suitability advice' from a registered investment dealer, as such term issued in Ontario Securities Commission Rule 45-501. The Offering will remain open until 4:30 p.m. (EDT) on January 06, 2021 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.
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. Additionally, in the event of an imbalance of large subscriptions compared to smaller subscriptions management of the Company reserves the right in its discretion to reduce large subscriptions in favour of smaller shareholder subscriptions. There is no minimum amount that will be required to be raised pursuant to the Existing Shareholder Exemption portion of the Offering. Any existing shareholders interested in participating in the Offering should contact the Company as noted below.
Early Warning Reports
It is expected that as part of the Ontario Offering, O3 will acquire 2,400,000 Units and Osisko Mining will acquire 3,200,000 Units at a price of $0.125 per Unit for an aggregate purchase price of $300,000 and $400,000 respectively, making their respective holdings in the Company 4,800,000 Common Shares for O3 and 6,400,000 Common Shares for Osisko Mining (assuming the exercise in full of the Warrants). The issuance of 2,400,000 Units to O3 and of 3,200,000 Units to Osisko Mining represents the acquisition of approximately 11.58% by O3 and of approximately 15.14% by Osisko Mining of the number of Common Shares expected to be issued and outstanding immediately prior to the closing of the Offering calculated on a partially-diluted basis. Immediately prior to the Offering, neither O3 nor Osisko Mining held any Common Shares. In the event the offering is increased these percentage ownerships may change.
The Units are being acquired by each of O3 and Osisko Mining for investment purposes. Depending on market conditions, respective views of O3 and Osisko Mining of the Company’s prospects and other factors considered, O3 and Osisko Mining may acquire additional securities of the Company from time to time in the future, in the open market or pursuant to privately negotiated transactions, or may sell all or a portion of its securities of the Company. For the purposes of this notice, the address of each of O3 and Osisko Mining is 155 University Avenue, Suite 1440, Toronto, Ontario M5H 3B7.
In satisfaction of the requirements of the National Instrument 62-104 - Take-Over Bids And Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, an early warning report respecting the acquisition of Units by each of O3 and Osisko Mining will be filed under the Company’s SEDAR Profile at www.sedar.com. A copy of the early warning report regarding the acquisition can be obtained by contacting Robert Valliant at 905-727-1779.
The Offering will be exempt from prospectus and registration requirements of applicable securities laws. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About Tri Origin
Tri Origin Exploration Ltd. is publicly listed on the TSX Venture Exchange under the trading symbol TOE. Tri Origin is a leading Canadian exploration company with gold and base metal projects in Canada.
Dr. Robert Valliant, President
Tri Origin Exploration Ltd.
Tel: (905) 727-1779
Forward Looking Statements:
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. This News Release includes certain "forward-looking statements" which are not comprised of historical facts. 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. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the intention to complete the Offering and the expected expenditure of the proceeds of the Offering, the Company’s objectives, goals or future plans, statements, exploration results, potential mineralization, the estimation of mineral resources, exploration and mine development plans, timing of the commencement of operations and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, the Company’s ability to obtain all approvals required in connection with the Offering and successfully complete the Offering, the Company’s ability to predict or counteract potential impact of COVID-19 coronavirus on factors relevant to the Company’s business failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, inability to fulfill the duty to accommodate First Nations and other indigenous peoples, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, and those risks set out in the Company’s public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. 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.